DEF 14A

Position

Patrick J. Mahaffy

President and Chief Executive Officer; Director

Robert W. Azelby

Dr. Thorlef Spickschen

DEF 14A 1 d277536ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:



☐		Preliminary Proxy Statement

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under § 240.14a-12

Clovis Oncology, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

5500 Flatiron Parkway, Suite 100

Boulder, Colorado 80301

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2021

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Clovis Oncology, Inc. The meeting will be held on Thursday, June 10, 2021 at 8:30 a.m. Mountain Time at the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado 80302 for the following purposes:

1. To elect three Class I directors for a three-year term;

2. To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 200,000,000 to 250,000,000;

3. To approve an amendment and restatement of the Clovis Oncology, Inc. 2020 Stock Incentive Plan to increase the number of shares available for issuance under the Plan;

4. To approve the Clovis Oncology, Inc. 2021 Employee Stock Purchase Plan;

5. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the accompanying proxy statement;

6. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

7. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

The record date for the annual meeting is April 12, 2021. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Your vote is very important. Please promptly submit your proxy as soon as possible (i) by accessing the Internet site or by calling the toll-free number described in the proxy materials; or (ii) if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you. Please note that all votes cast by telephone or on the Internet must be cast prior to 11:59 p.m., Eastern Time, on June 9, 2021. Submitting your proxy now will not limit your right to vote in person at the annual meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors

LOGO

Paul E. Gross

Secretary

Boulder, Colorado

April 28, 2021

TABLE OF CONTENTS


	Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2021		1
TABLE OF CONTENTS
PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		1
PROXY PROPOSALS
Proposal 1: Election of Directors		6
Proposal 2: Approval of an Amendment to the Amended and Restated Certificate of Incorporation		11
Proposal 3: Approval of an Amendment and Restatement of the Clovis Oncology, Inc. 2020 Stock Incentive Plan		13
Proposal 4: Approval of the Clovis Oncology, Inc. 2021 Employee Stock Purchase Plan		20
Proposal 5: Advisory Vote on the Compensation of our Named Executive Officers		25
Proposal 6: Ratification of Selection of Independent Registered Public Accounting Firm		26
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		27
EXECUTIVE AND DIRECTOR COMPENSATION		34
COMPENSATION DISCUSSION AND ANALYSIS		36
SUMMARY COMPENSATION TABLE		55
DIRECTOR COMPENSATION		63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		66
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		70
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		71
AVAILABLE INFORMATION		72
OTHER MATTERS		73
APPENDIX A – Clovis Oncology, Inc. Amended and Restated 2020 Employee Stock Incentive Plan		A-1
APPENDIX B – Clovis Oncology, Inc. 2021 Employee Stock Purchase Plan		B-1

Unless the context requires otherwise, references in this proxy statement to “Clovis,” the “company,” “we,” “us,” and “our” refer to Clovis Oncology, Inc., together with its consolidated subsidiaries.

CLOVIS ONCOLOGY, INC.

5500 FLATIRON PARKWAY, SUITE 100

BOULDER, COLORADO 80301

PROXY STATEMENT

2021 ANNUAL MEETING OF STOCKHOLDERS

JUNE 10, 2021

INFORMATION CONCERNING SOLICITATION AND VOTING

Our board of directors is soliciting proxies for our 2021 Annual Meeting of Stockholders, or the Annual Meeting, to be held on Thursday, June 10, 2020 at 8:30 a.m. Mountain Time at the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado, 80302. If you need directions to the location of the Annual Meeting, please contact us at (303) 625-5000.

We hope to hold our Annual Meeting in person. However, we are actively monitoring the COVID-19 pandemic, and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at http://ir.clovisoncology.com/investors-and-news/resources/annual-meeting-materials.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 10, 2021:

Pursuant to the rules adopted by the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2020, over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials, or the Notice, to our stockholders of record entitled to vote at the Annual Meeting with instructions for accessing the proxy materials and voting over the Internet or by telephone. We intend to mail the Notice on or about April 28, 2021 to all stockholders entitled to vote at the Annual Meeting.

All stockholders entitled to vote at the Annual Meeting will have the ability to access the proxy materials on the website referred to in the Notice and to request to receive a printed set of the proxy materials. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. Instructions on how to access the proxy materials over the Internet or to request a printed copy of the proxy materials may be found in the Notice.

The Notice will also identify the date, the time and location of the Annual Meeting; the matters to be acted upon at the meeting and the board of directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of this proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2020, and a form of proxy relating to the Annual Meeting; information on how to access and vote the form of proxy; and information on how to obtain directions to attend the meeting and vote in person should stockholders choose to do so.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We are providing these proxy materials to you because the board of directors of Clovis Oncology, Inc. is soliciting your proxy to vote at the Annual Meeting to be held on June 10, 2021 at 8:30 a.m. Mountain Time,

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including at any adjournments or postponements of the meeting. We intend to begin sending the Notice and making our proxy materials available on or about April , 2021 to all stockholders of record entitled to vote at the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote over the Internet or by telephone, by requesting and returning a printed proxy card, or by submitting a ballot in person at the Annual Meeting.

How do I attend the Annual Meeting?

The meeting will be held on Thursday, June 10, 2021 at 8:30 a.m. Mountain Time at the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado 80302.

What am I voting on?

There are six matters scheduled for a vote:

•

Proposal 1: Election of Directors. The election of Patrick J. Mahaffy, Robert W. Azelby, and Dr. Thorlef Spickschen as Class I directors to hold office until the 2024 annual meeting of stockholders;

•

Proposal 2: Approval of an Amendment to our Amended and Restated Certificate of Incorporation. The approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 200,000,000 to 250,000,000;

•

Proposal 3: Approval of an Amendment and Restatement of the 2020 Stock Incentive Plan. The approval of an amendment and restatement of the Clovis Oncology, Inc. 2020 Stock Incentive Plan to increase the number of common shares available for issuance under the Plan;

•

Proposal 4: Approval of the 2021 Employee Stock Purchase Plan. The approval of the Clovis Oncology, Inc. 2021 Employee Stock Purchase Plan;

•

Proposal 5: Vote on the Compensation of our Named Executive Officers. The approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement; and

•

Proposal 6: Ratification of Selection of Independent Registered Public Accounting Firm. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 12, 2021.

How do I vote at the Annual Meeting?

With respect to the election of directors, you may either vote “For” all of the nominees to the board of directors or you may “Withhold” your vote for any nominee you specify. With respect to each of the vote to approve the amendment to our Amended and Restated Certificate of Incorporation, the vote to approve the amendment and restatement of the 2020 Stock Incentive Plan, the vote to approve the 2021 Employee Stock Purchase Plan, the advisory vote on the compensation of our named executive officers, and the ratification of the selection of our independent registered public accountants, you may vote “For” or “Against” or abstain from voting.

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Only stockholders of record at the close of business on April 12, 2021 will be entitled to vote at the Annual Meeting. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If on April 12, 2021 your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

•

To vote in person, come to the Annual Meeting, and we will give you a ballot when you arrive.

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To vote using the printed proxy card that may be delivered to you, simply complete, sign, and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•

To vote by Internet or telephone, follow the instructions on the website referred to in the Notice previously sent to you. Your vote must be received by 11:59 p.m. Eastern Time on June 9, 2021 to be counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 12, 2021 your shares were registered, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and you should have received a Notice from that organization. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with the proxy materials or contact your broker or bank to request a proxy form.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all three nominees for director, “For” the approval of an amendment to our Amended and Restated Certificate of Incorporation, “For” the approval of an amendment and restatement of the 2020 Stock Incentive Plan, “For” the approval of the Clovis Oncology, Inc. 2021 Employee Stock Purchase Plan, “For” the advisory vote on the compensation of our named executive officers, and “For” the ratification of selection of the independent registered public accounting firm. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•

You may submit another properly completed proxy card with a later date.

•

You may grant a subsequent proxy by telephone or over the Internet.

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•

You may send a timely written notice that you are revoking your proxy to our Secretary at 5500 Flatiron Parkway, Suite 100, Boulder, Colorado 80301.

•

You may attend the Annual Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or Internet proxy is the one that is counted.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 104,564,978 shares outstanding and entitled to vote. Thus, the holders of 52,282,490 shares must be present in person or represented by proxy at the meeting to have a quorum.

What vote is required to approve each proposal?

•

Proposal 1: Election of Directors. The three nominees who receive the most “For” votes (among votes properly cast in person or by proxy) will be elected. Only votes “For” will affect the outcome.

•

Proposal 2: Approval of an Amendment to our Amended and Restated Certificate of Incorporation. The approval of the amendment to increase the number of authorized shares of our common stock from 200,000,000 to 250,000,000, requires the affirmative (“For”) vote from the holders of a majority of the shares of our common stock outstanding.

•

Proposal 3: Approval of an Amendment and Restatement of the 2020 Stock Incentive Plan. The approval of the amendment and restatement of the Clovis Oncology, Inc. 2020 Stock Incentive Plan to increase the number of common shares available for issuance under the Plan requires the affirmative (“For”) vote from the holders of a majority of the shares of our common stock present or represented by proxy and entitled to vote at the Annual Meeting.

•

Proposal 4: Approval of the 2021 Employee Stock Purchase Plan. The approval of the Clovis Oncology, Inc. 2021 Employee Stock Purchase Plan requires the affirmative (“For”) vote from the holders of a majority of the shares of our common stock present or represented by proxy and entitled to vote at the Annual Meeting.

•

Proposal 5: Vote on the Compensation of our Named Executive Officers. The proposal to approve an advisory resolution regarding the compensation of our named executive officers requires the affirmative (“For”) votes from the holders of a majority of the shares of our common stock present or represented by proxy and entitled to vote at the Annual Meeting.

•

Proposal 6: Ratification of Selection of Independent Registered Public Accounting Firm. The proposal to ratify the appointment of Ernst & Young LLP, our independent registered public accounting firm, requires the affirmative (“For”) votes from the holders of a majority of the shares of our common stock present or represented by proxy and entitled to vote at the Annual Meeting.

What is the effect of abstentions and broker non-votes?

Shares of common stock held by persons attending the Annual Meeting, but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal will be counted as present for purposes of determining the presence of a quorum. Abstentions are treated as shares present in person or by proxy and entitled to vote, so abstaining has the same effect as a negative vote for purposes of the vote on the increase in the authorized

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number of shares of common stock for general corporate purposes, the vote to amend the 2020 Stock Incentive Plan, the vote to approve the 2021 Stock Purchase Plan, the advisory vote on the approval of the compensation of our named executive officers, and the vote on the ratification of selection of independent registered public accounting firm. However, because the election of directors is determined by a plurality of votes cast, abstentions will not be counted in determining the outcome of such proposals.

Shares represented by proxies that reflect a “broker non-vote” will be counted for purposes of determining the presence of a quorum. A “broker non-vote” occurs when a nominee (such as a brokerage firm) holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for a particular matter. The election of directors (Proposal 1), the vote to approve an amendment and restatement of the 2020 Stock Incentive Plan (Proposal 3), the vote to approve the 2021 Employee Stock Purchase Plan (Proposal 4), and the advisory vote on the compensation of our named executive officers (Proposal 5) are each proposals for which brokers do not have discretionary voting authority. If you do not instruct your broker or other nominee how to vote with respect to these proposals, those “broker non-votes” will not be counted as votes cast and will have no effect on the result of the vote. However, the increase in the authorized number of shares of common stock for general corporate purposes (Proposal 2) and the ratification of the selection of independent registered public accounting firm (Proposal 6) are considered routine matters on which a broker or other nominee has discretionary authority to vote even if no instructions are received from you. Accordingly, no broker non-votes will likely result from these proposals.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies, including the preparation, assembly, printing, and mailing of the Notice, this proxy statement, the proxy card, and any other additional solicitation materials that we may provide to our stockholders. In addition to these proxy materials, our directors, officers, and employees may also contact you by telephone, via the Internet, in person, or by other means of communications to obtain your proxy. Our directors, officers, and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be disclosed in a Current Report on Form 8-K, or Form 8-K, that we expect to file with the SEC, within four business days after the Annual Meeting. If final voting results are not available to us in time to file with the SEC a Form 8-K within four business days after the meeting, we intend to file with the SEC a Form 8-K to disclose preliminary results and, within four business days after the final results are known to us, file with the SEC an additional Form 8-K to disclose the final results.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our board of directors is divided into three staggered classes of directors of the same or nearly the same number, designated Class I, Class II, and Class III, with each class having a three-year term. Vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

There are three directors in Class I whose term of office expires in 2021. Each of the nominees for election to Class I, Patrick J, Mahaffy, Robert W. Azelby, and Dr. Thorlef Spickschen, has been recommended by the nominating and corporate governance committee of the board of directors for election and nominated by the board of directors for election at the Annual Meeting and is currently a member of our board of directors. If re-elected at the Annual Meeting, each of these nominees would serve until our 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

The following table sets forth the name, age, and position of each of our nominees as of March 31, 2021:

Nominees for Election for a Three-Year Term Expiring at the 2024 Annual Meeting—Class I

The following is biographical information as of March 31, 2021 for our nominees:

Patrick J. Mahaffy is one of our co-founders and has served as our President and Chief Executive Officer and a member of our board of directors since our inception. Previously, Mr. Mahaffy served as President and Chief Executive Officer and as a member of the board of directors at Pharmion Corporation, which he founded in 2000 and sold to Celgene Corporation in 2008. From 1992 through 1998, Mr. Mahaffy was President and Chief Executive Officer of NeXagen, Inc. and its successor, NeXstar Pharmaceuticals, Inc., a biopharmaceutical company. Prior to that, Mr. Mahaffy was a Vice President at the private equity firm E.M. Warburg Pincus and Co. Mr. Mahaffy also serves on the board of directors of Flexion Therapeutics, Inc. (NASDAQ: FLXN). He is also a trustee of Lewis and Clark College. Mr. Mahaffy has a B.A. in international affairs from Lewis and Clark College and a M.A. in international affairs from Columbia University. We believe that Mr. Mahaffy possesses specific attributes that qualify him to serve as a member of our board of directors, including his understanding of our business and strategy in his role as our CEO, his experience in private equity, his historical knowledge, his operational and management expertise and his years of leadership experience at other biopharmaceutical companies.

Robert W. Azelby joined our board of directors in October 2018. Mr. Azelby is currently the CEO of Eliem Therapeutics, a private clinical stage neurology company, and a member of its board of directors. He also served as the President and Chief Executive Officer, and a member of the board of directors, of Alder BioPharmaceuticals, Inc. from June 2018 thru October 2019. From November 2015 to May 2018, Mr. Azelby served as executive vice president, chief commercial officer of Juno Therapeutics, Inc. From June 2012 to

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October 2015, Mr. Azelby served as vice president and general manager, oncology at Amgen Inc. From October 2010 to May 2012, he served as Amgen’s vice president, Amgen Oncology Sales. Prior to that, he served in various positions at Amgen, including periods as vice president, commercial effectiveness unit and general manager of Amgen Netherlands. Mr. Azelby previously served on the board of directors of Cascadian Therapeutics, Inc. and Immunomedics Inc. Mr. Azelby holds a B.A. in Economics and Religious Studies from the University of Virginia and an M.B.A. from Harvard Business School. We believe Mr. Azelby possesses specific attributes that qualify him to serve as a member of the Company’s board of directors, including his years of leadership and commercial experience in the oncology industry.

Dr.Thorlef Spickschen has served as a member of our board of directors since our inception. From 2005 to 2012, Dr. Spickschen was chairman of Biotest AG, a publicly traded biotechnology company in Germany. From 1994 to 2001, he was chairman and chief executive officer of BASF Pharma/Knoll AG. From 1984 to 1994, Dr. Spickschen worked with Boehringer Mannheim GmbH, where he was responsible for sales and marketing and has been chairman of its Executive Board since 1990. From 1976 to 1984, Dr. Spickschen was Managing Director, Germany and Central Europe for Eli Lilly & Co. Dr. Spickschen is currently chairman of the advisory board of Heidelberg Innovation, a venture capital firm in life sciences/healthcare, and chairman of Verein Deutsche Nierenstiftung, sponsoring the German Kidney Foundation. Dr. Spickschen also served on the board of Pharmion Corporation from December 2001 through the company’s acquisition in 2008. Dr. Spickschen received a Doctorate in business management from the University of Cologne. We believe that Dr. Spickschen possesses specific attributes that qualify him to serve as a member of our board of directors, including his business and leadership experience in the biomedical industry.

If a quorum is present and voting at the Annual Meeting, the three nominees receiving the highest number of votes will be elected to our board of directors. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” EACH NAMED NOMINEE.

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Directors Continuing in Office Until the 2022 Annual Meeting—Class II

The following table sets forth the name, age, and position of each of our directors in Class II as of March 31, 2021:

The following is biographical information as of March 31, 2021 for our directors in Class II:

Brian G. Atwood has served as a member of our board of directors since our inception and serves as the chair of our nominating and corporate governance committee. Until December 2017, he was President and CEO as well as a co-founder of Cell Design Labs, Inc., a biotechnology company focused on developing human cell engineering technology for the treatment of multiple diseases, including cancer. In 1999, he co-founded and currently serves as a Managing Director for Versant Ventures, a healthcare-focused venture capital firm. Prior to founding Versant Ventures, Mr. Atwood served as a general partner of Brentwood Associates, a venture capital firm. Mr. Atwood also serves on the boards of the biotechnology company, Atreca, Inc. (NASDAQ: BCEL), and Locust Walk Acquisition Corp (NASDAQ: LWAC). Mr. Atwood also served on the boards of Five Prime Therapeutics (NASDAQ: FPRX), Cadence Pharmaceuticals, Inc. (NASDAQ: CADX) acquired in 2014, Immune Design (NASDAQ: IMDZ), acquired in 2019, Veracyte (NASDAQ: VCYT), Helicos Biosciences (NASDAQ: HLCS), Pharmion Corporation acquired in 2008, and Trius Therapeutics, Inc. (NASDAQ: TSRX) acquired in 2013. Mr. Atwood holds a B.S. in biological sciences from the University of California, Irvine, a M.S. in ecology from the University of California, Davis, and an M.B.A. from Harvard University. We believe that Mr. Atwood possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience in the venture capital industry, his years of business and leadership experience and his financial sophistication and expertise.

James C. Blair, Ph.D. has served as a member of our board of directors since our inception and serves as the chair of our compensation committee. Since 1985, he has served as a general partner of Domain Associates, L.L.C., a venture capital management company focused on life sciences. Dr. Blair currently serves on the boards of Axial Therapeutics, Inc., ChromaCode, Inc., Ocunexus Therapeutics, Inc. and InflammX Therapeutics, Inc. He has previously served on the boards of over 40 life science ventures including Amgen Inc. (NASDAQ: AMGN), Amylin Pharmaceuticals, Inc. (NASDAQ: AMLN), Applied Biosystems Inc., Aurora Biosciences Corp., Dura Pharmaceuticals, Inc., Nuvasive, Inc. (NASDAQ: NUVA), Pharmion Corporation (acquired in 2008), Volcano Corporation (NASDAQ: VOLC) and Zogenix, Inc. (NASDAQ: ZGNX). Dr. Blair currently serves as Chairman of the Board of the Sanford-Burnham Prebys Medical Discovery Institute. He received a B.S.E. from Princeton University and M.S.E. and Ph.D. degrees from the University of Pennsylvania, all in electrical engineering. We believe that Dr. Blair possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience in the life science industry and his years of business and leadership experience.

Richard A. Fair has served as a member of our board of directors since October 2018. Mr. Fair has served as President and Chief Executive Officer, and a member of the board of directors, of Bellicum Pharmaceuticals, Inc. since January 2017. Prior to joining Bellicum, from January 2014 through January 2017, Mr. Fair served as Senior Vice President, Therapeutic Head Oncology Global Product Strategy at Genentech, Inc., a subsidiary of Roche Holding AG. From April 2006 to January 2014, Mr. Fair held other positions at Genentech, including Vice President, Global Product Strategy Hematology & Signaling and Vice President, Sales & Marketing, Oral Oncolytics. Prior to Genentech, Mr. Fair held positions at Johnson & Johnson, a pharmaceutical and medical device company. Mr. Fair received his B.S. in computer science from the University of Michigan and his MBA from Columbia University. We believe Mr. Fair possesses specific attributes that qualify him to serve as a member of the Company’s board of directors, including his years of leadership and commercial experience in the oncology industry.

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Paul H. Klingenstein has served as a member of our board of directors since our inception. He is the Managing Partner of Aberdare Ventures, a healthcare-focused venture capital firm he formed in 1999. Prior to founding Aberdare, Mr. Klingenstein worked in venture capital with Warburg Pincus and Accel Partners and was an advisor to the Rockefeller Foundation. Mr. Klingenstein currently serves on the boards of several private companies. Mr. Klingenstein has previously served on the boards of Anacor Pharmaceuticals, Inc. (NASDAQ: ANAC), Aviron Inc., Conatus Pharmaceuticals Inc. (NASDAQ: CNAT), EnteroMedics Inc. (NASDAQ: ETRM), Glycomed Inc., Isis Pharmaceuticals, Inc., now Ionis Pharmaceuticals, Inc. (NASDAQ: IONS), Pharmion Corporation (acquired in 2008), Viagene Inc., and Xomed Surgical Products Inc. He is currently a board member of the MacArthur Foundation, Nia Tero, and The Campaign Legal Center. He has also served on the boards of various educational and non-profit institutions. Mr. Klingenstein received an A.B. in anthropology from Harvard University and an M.B.A. from Stanford University. We believe that Mr. Klingenstein possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience in the venture capital industry focused on biotechnology and biopharmaceutical companies and his years of business and leadership experience in the biopharmaceutical industry.

Directors Continuing in Office Until the 2023 Annual Meeting—Class III

The following table sets forth the name, age and position of each of our directors in Class III as of March 31, 2021:

The following is biographical information as of March 31, 2021 for our directors in Class II:

Dr. Keith Flaherty has served as a member of our board of directors since 2013. He is a Professor of Medicine at Harvard Medical School, Associate Physician of Medicine, Hematology/Oncology at Massachusetts General Hospital, and Director of Clinical Research, Massachusetts General Hospital Cancer Center. Dr. Flaherty is also the Deputy Chair for Biomarker Sciences and the Chair of the Developmental Therapeutics Committee in the Eastern Cooperative Oncology Group. Dr. Flaherty has served as Principal Investigator for numerous first-in-human clinical trials with novel, targeted therapies, including the first in-human trials of the first prospectively developed selective BRAF inhibitors for metastatic melanoma and has published more than 300 peer-reviewed papers. He currently serves on the board of directors of Kinnate (NASDAQ: KNTE) and Checkmate Pharmaceuticals (NASDAQ: CMPI). Dr. Flaherty has a Bachelor of Science from Yale University and medical degree from Johns Hopkins University. Dr. Flaherty trained in internal medicine at Brigham and Women’s Hospital and completed a medical oncology fellowship at the University of Pennsylvania. We believe that Dr. Flaherty possesses specific attributes that qualify him to serve as a member of our board of directors, including his scientific background and experience as a clinician in the field of oncology, as well as his expertise reflected in his significant scientific and medical journal publications.

Ginger Graham has served as a member of our board of directors since 2013, and as chair of the board since June 2019. She is the former President and CEO of Amylin Pharmaceuticals, a biopharmaceutical company based in San Diego, CA focused on diabetes and obesity. Previously, Ms. Graham was Group Chairman, Office of the President for Guidant Corporation. She is the former President and CEO of Two Trees Consulting, where she coached first-time CEOs of public and private companies. She has been a senior lecturer at Harvard University and a faculty member in its Entrepreneurship Unit. Ms. Graham serves on the Board of Directors for Walgreens Boots Alliance, Inc. (NASDAQ: WBA). She is also a co-founder and owner of Ginger and Baker, a food-hub and tourist destination in Fort Collins, Colorado. Ms. Graham has a Bachelor of Science, Agriculture with high honors from the University of Arkansas and a Master of Business Administration with distinction from Harvard Business School. We believe Ms. Graham possesses specific attributes that qualify her to serve as a member of our board of directors, including her years of business and leadership experience in the life sciences

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industry, and in particular, as the president and chief executive officer of a publicly-held biopharmaceutical company and her roles on boards of directors of other publicly-held life sciences companies. In addition, her service on the Advisory Board for the Kellogg Center for Executive Women at Northwestern University and experience in coaching CEOs provides important perspective as we seek to expand and support diversity within the company.

Edward J. McKinley has served as a member of our board of directors since our inception and serves as the chair of our audit committee. Mr. McKinley spent 20 years serving in various roles at the private equity firm Warburg Pincus, including managing the firm’s private equity activity in Europe and serving on the firm’s Management Committee. Before joining Warburg Pincus, he was with the management consulting firm McKinsey & Company. Mr. McKinley also served on the board of Pharmion Corporation (acquired in 2008) and many other public and private companies. He currently serves as an advisory board member for an investment management firm, on the investment committee of a foundation, and on the board of a non-profit organization. He graduated Phi Beta Kappa with honors from Stanford University and holds a graduate management degree from Yale University. We believe that Mr. McKinley possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience in the venture capital industry, his years of business and leadership experience and his financial sophistication and expertise.

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PROPOSAL 2

AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK

On February 10, 2021, our board of directors adopted, subject to stockholder approval, an amendment to our Amended and Restated Certificate of Incorporation to increase the authorized number of shares of our common stock from 200,000,000 shares to 250,000,000 shares. The additional common stock that would be authorized by adoption of the amendment would have rights identical to our currently outstanding shares of common stock. Adoption of the proposed amendment and any future issuance of the common stock would not affect the rights of the holders of our currently outstanding common stock, except for effects incidental to the increase in the number of shares of our common stock outstanding, such as dilution of the per share operating results and the voting rights of current holders of our common stock. The proposed amendment will not affect the number of authorized shares of preferred stock of the company, par value $0.001, which is 10,000,000 shares. Currently there are no shares of the preferred stock outstanding.

On April 12, 2021, we had 104,564,978 shares of common stock outstanding. 11,397,801 shares are reserved for issuance upon exercise of stock options and other equity awards that were outstanding on April 12, 2021, 3,210,155 shares are reserved for future issuances and grants made under our equity incentive and employee stock purchase plans, and 31,800,157 shares are reserved for the conversion of our convertible senior notes. In addition, pursuant to Proposal 3, we are seeking stockholder approval of an amendment and restatement of the Clovis Oncology, Inc. 2020 Stock Incentive Plan that will increase the number shares of common stock issuable under the plan by 4,500,000 shares, and if Proposal 4 is approved, which seeks approval of the Clovis Oncology, Inc. 2021 Employee Stock Purchase Plan, 3,000,000 shares of common stock will be available for purchase under that plan. As a result, without this proposed increase there would be only approximately 41,526,909 shares of common stock available for issuance for other purposes following our Annual Meeting.

We believe these approximately 41,526,909 authorized shares currently available for issuance are sufficient for our currently anticipated corporate purposes, and our board of directors has the flexibility to issue such shares in their discretion at any time; however, even though there are no current plans or proposals to issue any of the additional authorized shares of common stock that we are asking our stockholders to approve by this Proposal 2, our board of directors believes it would be prudent and advisable to have the additional shares available to provide additional flexibility regarding the potential use of shares of common stock for business and financial purposes in the future.

Having an increased number of authorized but unissued shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. The additional shares could be used for various purposes without further stockholder approval. These purposes may include: (i) raising capital, if we have an appropriate opportunity, through offerings of common stock or securities that are convertible into common stock; (ii) exchanges of common stock or securities that are convertible into common stock for other outstanding securities; (iii) providing equity incentives to employees, officers or directors; (iv) establishing strategic relationships with other companies; (v) expanding our business or product lines through the acquisition of other businesses or products; and (vi) other purposes.

Our board of directors has not proposed the increase in authorized shares of common stock with the intention of discouraging tender offers or takeover attempts of the company. However, the availability of additional authorized shares for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of our company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent our board of directors from taking any appropriate actions not inconsistent with its fiduciary duties. If this proposal is approved, we expect to file a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State

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of the State of Delaware to increase the number of authorized shares of our common stock as soon as practicable following stockholder approval. Upon filing of the Certificate of Amendment with the Delaware Secretary of State, the first sentence of Article IV of the Amended and Restated Certificate of Incorporation will be amended and restated to read as follows:

“The total number of shares of stock that the Corporation shall have authority to issue is 260,000,000 shares, consisting of 250,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, $0.001 par value per share (the “Preferred Stock”).”

Stockholder approval of this Proposal 2 will require the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Abstentions will be counted toward the tabulation of votes on this proposal and will have the same effect as negative votes. Proposal 2 is a routine matter on which a broker or other nominee has discretionary authority to vote. Accordingly, no broker non-votes will likely result from this proposal.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” THIS PROPOSAL 2.

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PROPOSAL 3

APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE

CLOVIS ONCOLOGY, INC. 2020 STOCK INCENTIVE PLAN

The company seeks stockholder approval, of an amendment and restatement of the Clovis Oncology, Inc. 2020 Stock Incentive Plan (the “2020 Plan”) to increase the number of shares of common stock reserved for issuance under the 2020 Plan by 4,500,000 shares of common stock (the “2020 Plan Amendment”), which, if approved by our stockholders, will enable the company to make future stock-based awards in furtherance of its broader compensation strategy, as discussed below.

Background

The 2020 Plan was originally adopted by the board of directors on April 22, 2020 and approved by the company’s stockholders on June 4, 2020. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards (collectively, “awards”) to our current and prospective employees, non-employee members of the board of directors, and other service providers. No awards that are contingent upon the stockholder approval of the 2020 Plan Amendment will be granted pursuant to the 2020 Plan until the 2020 Plan Amendment is approved by the company’s stockholders. On April 18, 2021, the board of directors adopted the 2020 Plan Amendment, subject to approval by the company’s stockholders.

A total of 6,470,000 shares of common stock were reserved and available for issuance under the 2020 Plan, of which, 2,848,499 shares of common stock remained available for issuance as of April 12, 2021. If the 2020 Plan Amendment is approved, an additional 4,500,000 shares of common stock will be reserved and available for issuance pursuant to the 2020 Plan, which represents approximately 3.2% of our outstanding common stock (on a fully diluted basis) as of April 12, 2021.

The compensation committee expects to continue to make equity award grants on an annual basis. The board of directors adopted the 2020 Plan Amendment because the number of shares currently available for grant under the 2020 Plan is insufficient to support the company’s desire to compensate its named executive officers and other employees, as well as future employees, with equity-based compensation, which the company believes has been successful in aligning the interests of employees and the senior management team with those of the stockholders and instrumental in the company’s ability to attract, motivate and retain team members. Based on a review of the company’s historical practices, the board of directors believes that the amounts available under the 2020 Plan as a result of the 2020 Plan Amendment will be sufficient to cover equity awards for participants for the next two to three years. In 2018, 2019 and 2020, the number of shares of common stock underlying equity awards outstanding as of December 31 of each year (including stock options and shares of restricted stock) was approximately 7,107,438, 8,458,372 and 9,464,216 shares, respectively.

The board of directors believes that the 2020 Plan serves a critical role in attracting and retaining the high caliber employees essential to the company’s success and in motivating these individuals to enhance our growth and profitability. The board of directors also believes that stock ownership by employees provides performance incentives and fosters long-term commitment to our benefit and to the benefit of our stockholders. Therefore, the board of directors urges stockholders to approve the 2020 Plan Amendment.

The following is a summary of the material features of the 2020 Plan, as amended and restated to reflect the 2020 Plan Amendment, the complete text of which is attached to this proxy statement as Appendix A.

Purpose

The 2020 Plan is designed to aid in the company’s ability to attract, retain and motivate qualified individuals to become and remain employees, officers, directors and consultants of the company, and to promote the creation of long-term value for the company’s stockholders by aligning the interests of such individuals with those of the

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stockholders. Given the entrepreneurial culture of the company, the compensation committee and board of directors believe that talented employees create a competitive advantage and that recruiting, motivating, and retaining such talented employees requires that such individuals have a vested interest in the long-term success of the business. Accordingly, the board of directors has adopted the 2020 Plan Amendment as a part its broader compensation strategy, which has been and will continue to have a material portion of compensation in the form of long-term incentive opportunities.

Administration

The 2020 Plan is administered by the compensation committee. The compensation committee has the authority to, among other things, designate participants, grant awards, determine the number of shares of common stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2020 Plan and related award agreements. The compensation committee is also permitted to delegate its authority under the 2020 Plan to officers or employees of the company, although any award granted to any person who is not an employee of the company or who is subject to Section 16 of the Exchange Act must be expressly approved by the compensation committee.

Shares Subject to the 2020 Plan

The company authorized 6,470,000 shares of common stock for issuance pursuant to awards under the 2020 Plan, of which, 2,848,499 shares remained available for issuance as of April 12, 2021. If the stockholders approve the 2020 Plan Amendment, an additional 4,500,000 shares of common stock will be authorized and available for issuance pursuant to awards under the 2020 Plan, which, as of April 12, 2021, had a fair market value of $6.16 per share. As discussed above, this proposed share reserve is based on the company’s projections of internal share requirements over the next several years to provide competitive and meaningful long-term incentive opportunities to employees of the company. Awards and the shares authorized under the 2020 Plan are subject to adjustment as described below under “Changes in Capital Structure.” Stock-based awards assumed or substituted by the company or its affiliates as part of a corporate transaction (including from an entity that the company merges with or into, acquires, or engages with in a similar corporate transaction) will not count against the number of shares of common stock reserved and available for issuance pursuant to the 2020 Plan except as may be required by Section 422 of the Internal Revenue Code. If any award granted under the 2020 Plan expires or is canceled, forfeited, settled in cash or otherwise terminated without delivery of shares to a participant, the undelivered shares will again become available for awards under the 2020 Plan except that shares surrendered or withheld in payment of the exercise price of a stock appreciate right shall be deemed to constitute shares delivered to a participant and will not be available for regrant pursuant to the 2020 Plan.

Eligibility

The following individuals are eligible to participate in the 2020 Plan: (i) each employee and officer of the company or its affiliates, of which there are currently approximately 432, (ii) each non-employee director of the company or its affiliates, of which there are currently nine, (iii) individuals who are not employees or directors of the company or its affiliates but nonetheless provide substantial services to the company or its affiliates, and who are designated as eligible by the compensation committee, and (iv) prospective employees of the company or its affiliates, although such individuals may not receive any payment or exercise any rights relating to awards until they have actually commenced employment.

Grants of Awards

The compensation committee may grant awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock-based awards. Awards will vest in accordance with the terms of the applicable award agreement. Other than with respect to “substitute awards” (as defined in the 2020 Plan), awards granted in payment of cash (e.g., salary, bonus or other

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earned compensation), and awards in respect of a maximum of 5% of the shares authorized for grant under the 2020 Plan, no awards granted under the 2020 Plan may being to vest prior to the one year anniversary of the date of grant, except in connection with a “corporate event,” subject to the 2020 Plan’s double-trigger vesting limitation. In addition, no dividends or dividend equivalents will be paid on unvested awards, stock options or stock appreciation rights, or on vested restricted stock units prior to the actual delivery of shares of common stock.

Stock Options. The 2020 Plan provides for the grant of both incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code, and non-qualified stock options. A stock option granted under the 2020 Plan provides a participant with the right to purchase, within a specified period of time, a stated number of shares of common stock at the price specified in the applicable award agreement. The exercise price applicable to a stock option will be set by the compensation committee at the time of grant, and to the extent intended to (i) avoid treatment as a “stock right” that does not provide for a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code or (ii) be an incentive stock option, will not be less than the fair market value of a share of common stock on the date of grant. In the case of a stock option that is a “substitute award” (as such term is defined in the 2020 Plan), the exercise price for such stock option may be less than the fair market value of a share of common stock on the date of grant provided that such exercise price is determined in a manner consistent with the provisions of Section 409A of the Internal Revenue Code and, if applicable, Section 424(a) of the Internal Revenue Code. Further, stock options may not be repriced without stockholder approval. Stock options will vest over a period of at least one year, in accordance with the terms of the applicable award agreement. The maximum term of an option granted under the 2020 Plan is ten years from the date of grant (or five years in the case of an incentive stock option granted to a 10% stockholder). Payment of the exercise price of an option may be made in cash, common stock, pursuant to a broker-assisted cashless exercise in accordance with procedures approved by the compensation committee, pursuant to a delivery of a notice of “net exercise,” or in any other form of consideration approved by the compensation committee. The 2020 Plan provides that participants terminated for “cause” (as such term is defined in the 2020 Plan) will forfeit all of their stock options, whether or not vested. Participants terminated for any other reason will forfeit their unvested options, retain their vested options, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested options. The 2020 Plan authorizes the compensation committee to provide for different treatment of stock options upon termination than that described above, as determined in its discretion.

No incentive stock options may be granted under the 2020 Plan following the 10th anniversary of the earlier of (i) the date the 2020 Plan was adopted by the board of directors and (ii) the date the stockholders of the company approved the 2020 Plan.

Stock Appreciation Rights. A stock appreciation right is a conditional right to receive an amount equal to the value of the appreciation in the common stock over a specified period. Except under extraordinary circumstances, at the sole discretion of the compensation committee, or pursuant to the 2020 Plan, stock appreciation rights will be settled in shares of common stock. The base price applicable to a stock appreciation right will be set by the compensation committee at the time of grant, and to the extent intended to avoid treatment as a “stock right” that does not provide for a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code, will not be less than the fair market value of a share of common stock on the date of grant. In the case of a stock appreciation right that is a “substitute award” (as such term is defined in the 2020 Plan), the base price for such stock appreciation right may be less than the fair market value of a share of common stock on the date of grant provided that such base price is determined in a manner consistent with the provisions of Section 409A of the Internal Revenue Code. The maximum term of a stock appreciation right granted under the 2020 Plan is ten years from the date of grant. Upon exercise of a stock appreciation right, payment in respect of such stock appreciation right may be made in cash, common stock, or property as specified in the applicable award agreement or as determined by the compensation committee, in each case having a value in respect of each share of common stock underlying the portion of the stock appreciation right so exercised, equal to the difference between the base price of such stock appreciation right and the fair market value of one

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share of common stock on the exercise date. The 2020 Plan provides that participants terminated for “cause” (as such term is defined in the 2020 Plan) will forfeit all of their stock appreciation rights, whether or not vested. Participants terminated for any other reason will forfeit their unvested stock appreciation rights, retain their vested stock appreciation rights, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested stock appreciation rights. The 2020 Plan authorizes the compensation committee to provide for different treatment of stock appreciation rights upon termination than that described above, as determined in its discretion.

Restricted Stock. An award of restricted stock is a grant of shares of common stock which are subject to limitations on transfer during a restricted period established in the applicable award agreement. Generally speaking, holders of restricted stock will generally have the rights and privileges of a stockholder with respect to their restricted stock. Except as otherwise provided by the compensation committee, in the event a participant is terminated for any reason, the vesting with respect to the participant’s restricted stock will cease, and as soon as practicable following the termination, the company will repurchase all of such participant’s unvested shares of restricted stock at a purchase price equal to the original purchase price paid for the restricted stock, or if the original purchase price is equal to $0, the unvested shares of restricted stock will be forfeited by the participant to the company for no consideration.

Restricted Stock Units. The compensation committee may award restricted stock units under the 2020 Plan, which are notional units representing the right to receive one share of common stock (or the cash value of one share of common stock) on a specified settlement date. When a participant satisfies the conditions of the restricted stock unit award, which the compensation committee will establish in the applicable award agreement, the company may settle the award in shares, cash or property, as determined by the compensation committee in its discretion. Except as otherwise provided by the compensation committee, in the event a participant is terminated for any reason, the vesting with respect to the participant’s restricted stock units will cease, each of the participant’s outstanding unvested restricted stock units will be forfeited for no consideration as of the date of such termination, and any shares remaining undelivered with respect to the participant’s vested restricted stock units will be delivered on the delivery date specified in the applicable award agreement.

Other Stock-Based Awards. The 2020 Plan authorizes the compensation committee to grant other awards that may be denominated in, payable in, valued in, or otherwise related to shares of common stock. Such awards and the terms applicable to such awards will be set forth in award agreements.

General. All awards granted under the 2020 Plan are subject to incentive compensation clawback and recoupment policies implemented by the board of directors from time to time. In addition, the compensation committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the 2020 Plan by individuals who are non-United States nationals or are primarily employed or providing services outside the United States, and may modify the terms of any awards granted to such participants in a manner deemed by the compensation committee to be necessary or appropriate in order that such awards conform with the laws of the country or countries where such participants are located.

No Repricing of Awards. No awards may be repriced without shareholder approval. For purposes of the 2020 Plan, “repricing” means any of the following: (i) changing the terms of the award to lower its exercise price or base price (other than on account of capital adjustments as described below under “Changes in Capital Structure”), (ii) any other action that is treated as a repricing under “generally accepted accounting principles,” and (iii) repurchasing for cash or canceling an award in exchange for another award at a time when its exercise price or base price is greater than the fair market value of the underlying common stock.

Changes in Capital Structure

In the event of any change in the outstanding common stock or the capital structure of the company, the declaration of any extraordinary dividend, or any change in applicable laws or circumstances which results or

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could result in the substantial dilution or enlargement of participants’ rights under the 2020 Plan, the compensation committee shall adjust the aggregate number of shares of common stock which may be granted pursuant to awards, the number of shares of common stock covered by outstanding awards under the 2020 Plan, and the per-share price of outstanding awards under the 2020 Plan. The compensation committee may, in its discretion, provide that an adjustment take the form of a cash payment to the holder of an outstanding award with respect to all or part of an outstanding award, which payment will be subject to such terms and conditions (including timing of payment(s), vesting and forfeiture conditions) as the compensation committee may determine in its sole discretion.

Corporate Events

Under the 2020 Plan, unless otherwise provided in an award agreement, in the event of a “corporate event” (as defined in the 2020 Plan), the compensation committee may, in its discretion, provide for any one or more of the following: (i) require that outstanding awards be assumed or substituted in connection with such event, (ii) accelerate the vesting of any outstanding awards upon the consummation of such event, (iii) cancel outstanding awards upon the consummation of such event and provide award holders with the per-share consideration being received by the company’s stockholders in connection with such event in exchange for their awards, (iv) cancel all outstanding stock options, stock appreciation rights and other awards subject to exercise, whether vested or unvested, not assumed or substituted in connection with such event as of the consummation of such event, and provide award holders at least 10 days to exercise each such stock option, stock appreciation right or other such exercisable award, as applicable, or (v) replace outstanding awards with a cash incentive program that preserves the value of the replaced awards and contains identical vesting conditions. Pursuant to the 2020 Plan, no award agreement will provide that the vesting of any award that is assumed or substituted in connection with a “change in control” will be accelerated solely by reason of the “change in control,” but rather will accelerate only if the participant experiences an “involuntary termination” of employment within two year of the “change in control.”

Non-Transferability of Awards

Except as otherwise provided by the compensation committee, the 2020 Plan provides that awards are generally nontransferable, including, without limitation, transfers to third party financial institutions, other than by will or the laws of descent and distribution, and that restricted stock is generally nontransferable.

Termination and Amendment

The board of directors or the compensation committee may amend or terminate the 2020 Plan at any time, except that no amendment may, without stockholder approval, violate the stockholder approval requirements of the national securities exchange on which the common stock is principally listed. Unless sooner terminated, the 2020 Plan will terminate on the date before the tenth anniversary of the date the 2020 Plan was originally approved by the company’s stockholders.

Certain U.S. Federal Income Tax Consequences

The following is a brief discussion of the U.S. federal income tax consequences for awards granted under the 2020 Plan. The 2020 Plan is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, and it is not, nor is it intended to be, qualified under Section 401(a) of the Internal Revenue Code. This discussion is not intended to be exhaustive and, among other things, does not describe state local or foreign taxes consequences, which may be substantially different. Holders of awards under the 2020 Plan should consult with their own tax advisors.

Non-Qualified Stock Options and Stock Appreciation Rights. Except as noted below for corporate “insiders,” with respect to nonqualified stock options and stock appreciation rights, (i) no income is realized by a participant

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at the time the award is granted; (ii) generally, at exercise, ordinary income is realized by the participant in an amount equal to the difference between the exercise or base price paid for the shares and the fair market value of the shares on the date of exercise, and the participant’s employer is generally entitled to a tax deduction in the same amount subject to applicable tax withholding requirements; and (iii) upon a subsequent sale of the stock received on exercise, appreciation (or depreciation) after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held, and no deduction will be allowed to such participant’s employer.

Incentive Stock Options. No income is realized by a participant upon the grant or exercise of an incentive stock option, however, such participant will generally be required to include the excess of the fair market value of the shares at exercise over the exercise price in his or her alternative minimum taxable income. If shares are issued to a participant pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such participant within two years after the date of grant or within one year after the transfer of such shares to such participant, then (i) upon sale of such shares, any amount realized in excess of the exercise price will be taxed to such participant as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) no deduction will be allowed to the participant’s employer for federal income tax purposes.

Except as noted below for corporate “insiders,” if shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, generally (i) the participant will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at exercise (or, if less, the amount realized on the disposition of such shares) over the exercise price paid for such shares and (ii) the participant’s employer will generally be entitled to deduct such amount for federal income tax purposes. Any further gain (or loss) realized by the participant will be taxed as short-term or long-term capital gain (or loss), as the case may be, and will not result in any deduction by the employer.

Subject to certain exceptions for disability or death, if an incentive stock option is exercised more than three months following termination of employment, the exercise of the option will generally be taxed as the exercise of a nonqualified stock option.

Other Stock-Based Awards. The tax effects related to other stock-based awards under the 2020 Plan are dependent upon the structure of the particular award.

Withholding. At the time a participant is required to recognize ordinary compensation income resulting from an award, as described above, such income will be subject to federal and applicable state and local income tax and applicable tax withholding requirements. The company will deduct or withhold, or require the participant to remit to his or her employer, an amount sufficient to satisfy the minimum federal, state and local and foreign taxes required by law or regulation to be withheld with respect to any taxable event as a result of the 2020 Plan.

Section 409A. Certain awards under the 2020 Plan may be subject to Section 409A of the Internal Revenue Code, which regulates “nonqualified deferred compensation” (as defined in Section 409A). If an award under the 2020 Plan (or any other company plan) that is subject to Section 409A is not administered in compliance with Section 409A, then all compensation under the 2020 Plan that is considered “nonqualified deferred compensation” (and awards under any other company plan that are required pursuant to Section 409A to be aggregated with the award under the 2020 Plan) will be taxable to the participant as ordinary income in the year of the violation, or if later, the year in which the compensation subject to the award is no longer subject to a substantial risk of forfeiture. In addition, the participant will be subject to an additional tax equal to 20% of the compensation that is required to be included in income as a result of the violation, plus interest from the date that the compensation subject to the award was required to be included in taxable income.

Certain Rules Applicable to “Insiders.” As a result of the rules under Section 16(b) of the Exchange Act, depending upon the particular exemption from the provisions of Section 16(b) utilized, “insiders” (as defined in

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Section 16(b)) may not receive the same tax treatment as set forth above with respect to the grant and/or exercise or settlement of awards. Generally, insiders will not be subject to taxation until the expiration of any period during which they are subject to the liability provisions of Section 16(b) with respect to any particular award. Insiders should check with their own tax advisers to ascertain the appropriate tax treatment for any particular award.

New Plan Benefits

Because awards to be granted in the future under the 2020 Plan are at the discretion of the compensation committee, it is not possible to determine the benefits or the amounts received or that will be received under the 2020 Plan by eligible participants.

Future Plan Awards

No awards have been granted pursuant to the 2020 Plan that are contingent upon the stockholder approval of the 2020 Plan Amendment. The company anticipates that other equity-based awards may be granted in the discretion of the compensation committee under the 2020 Plan out of the additional shares of common stock to be reserved for issuance in connection with the approval of the 2020 Plan Amendment; however, the number of shares that may be so granted will be based upon various prospective factors, including the nature of services to be rendered by eligible participants under the 2020 Plan and their potential contributions to the company’s success. Accordingly, the number, type, and grantee(s) of actual future awards cannot be determined at this time.

Stockholder approval of this Proposal 3 will require the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Abstentions will be counted toward the tabulation of votes on this proposal presented to the stockholders and will have the same effect as negative votes. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” THIS PROPOSAL 3.

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PROPOSAL 4

APPROVAL OF THE CLOVIS ONCOLOGY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

The company seeks stockholder approval of this Clovis Oncology, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which, if approved by our stockholders, will permit employees of the company to participate in the ownership of the company in furtherance of its broader compensation strategy, as discussed below.

Background

On April 18, 2021, the board of directors adopted the 2021 ESPP, subject to the approval by the company’s stockholders. The adoption of the 2021 ESPP will not affect the terms and conditions of any current offerings under the 2011 Employee Stock Purchase Plan (the “2011 ESPP”). If the 2021 ESPP is not approved by the stockholders, the 2021 ESPP will be null and void, and the 2011 ESPP will remain in full force and effect in accordance with its terms and conditions until August 24, 2021. No offering will commence, and no shares will be available for purchase, pursuant to the 2021 ESPP until it is approved by the company’s stockholders.

If the 2021 ESPP is approved, 3,000,000 shares of common stock will be available for purchase thereunder, which represents approximately 2.1% of our outstanding common stock (on a fully diluted basis) as of April 12, 2021. The company’s stockholders previously approved the 2011 ESPP, under which 361,656 shares remain available for issuance as of April 12, 2021. If the 2021 ESPP is approved, no future offerings will be offered under the 2011 ESPP, but the 2011 ESPP will remain in effect with respect to current offerings thereunder.

The board of directors adopted the 2021 ESPP because the 2011 ESPP will expire pursuant to its terms on August 24, 2021, and the company believes the 2011 ESPP has been successful in aligning the interests of employees and the senior management team with those of the stockholders and instrumental in the company’s ability to attract, motivate and retain team members. The board of directors also believes that stock ownership by employees provides performance incentives and fosters long-term commitment to our benefit and to the benefit of our stockholders. Therefore, the board of directors urges stockholders to approve the 2021 ESPP.

The following is a summary of the material features of the 2021 ESPP, the complete text of which is attached to this proxy statement as Appendix B.

Purpose

The purpose of the 2021 ESPP is to enhance the company’s ability to attract and retain the types of employees who will contribute to its long range success by permitting them to participate in the ownership of the company. The board of directors believe that participation in the ownership of the company is necessary to remain competitive in our industry and is essential to recruiting and retaining the highly qualified individuals who help us meet our goals.

Administration

The 2021 ESPP will be administered by the compensation committee.

Shares Subject to the 2021 ESPP

A total of 3,000,000 shares of common stock will be reserved and available for issuance under the 2021 ESPP, which, as of April 12, 2021, had a fair market value of $6.16 per share. Shares authorized under the 2021 ESPP are subject to adjustment in accordance with its terms. Shares subject to purchase rights granted under the 2021 ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the 2021 ESPP.

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Eligibility

The company’s employees, including executive officers, and the employees of any of the company’s designated parent or subsidiary corporations will be eligible to participate in the 2021 ESPP, provided they may have to satisfy one or more of the following service requirements before participating in the 2021 ESPP, as determined by the compensation committee: (i) customary employment with the company or one of its parents or subsidiaries for more than 20 hours per week and more than five months per calendar year; or (ii) continuous employment with the company or one of its parents or subsidiaries for a minimum period of time, not to exceed two years, prior to the first date of an offering. Current, approximately 432 employees will be eligible to participate in the 2021 ESPP.

Limitations

An employee may not be granted rights to purchase stock under the 2021 ESPP (x) if such employee immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of stock or (y) to the extent that such rights would accrue at a rate that exceeds $25,000 worth of our stock for each calendar year that the rights remain outstanding, as determined under Section 423 of the Code.

The 2021 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code. The compensation committee may specify offerings with a duration of not more than 27 months and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares will be purchased for the employees who are participating in the offering. The compensation committee, in its discretion, will determine the terms of offerings under the 2021 ESPP.

A participant may not transfer purchase rights under the 2021 ESPP other than by will, the laws of descent and distribution or as otherwise provided under the 2021 ESPP.

Holding Period

The 2021 ESPP permits the compensation committee to establish a holding period for any shares purchased in a particular offering, during which such shares will be subject to a resale restriction barring the holder from selling such shares. The holding period, if any, will commence on the purchase date and will end automatically on the earliest of (i) the termination of the participant’s employment, (ii) the occurrence of certain specified significant corporate transactions, such as our merger or change in control, or (iii) the six-month anniversary of the purchase date or such earlier date as established by the compensation committee.

Payroll Deductions

The 2021 ESPP permits participants to purchase shares of common stock through payroll deductions up to 10% of their base salary. Unless otherwise determined by the compensation committee, the purchase price of the shares will be not less than an amount equal to the lesser of (i) 85% of the fair market value of the shares on the applicable purchase date and (ii) 85% of the fair market value of the shares on the first trading day of the applicable purchase period. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment for any reason.

Corporate Transactions

In the event of certain specified significant corporate transactions, such as our merger or change in control, a successor corporation may assume, continue or substitute each outstanding purchase right. If the successor corporation does not assume, continue or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new exercise date will be set. The participants’ purchase rights will be exercised on the new exercise date and such purchase rights will terminate immediately thereafter.

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Amendment and Termination

The compensation committee has the authority to amend, suspend or terminate the 2021 ESPP, at any time and for any reason, provided certain types of amendments will require the approval of our stockholders. The 2021 ESPP will remain in effect until terminated by the compensation committee in accordance with the terms of the 2021 ESPP.

Certain U.S. Federal Income Tax Consequences

The following is a brief discussion of certain U.S. federal income tax consequences applicable to the 2021 ESPP. This discussion is based on current law, is not intended to constitute tax advice, and does not address all aspects of U.S. federal income taxation that may be relevant to a particular participant in light of his or her personal circumstances and does not describe foreign, state, or local tax consequences, which may be substantially different. Participants under the 2021 ESPP are encouraged to consult with their own tax advisors.

General. The 2021 ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Code. Under such a plan, no taxable income will be reportable by a participant, and no deductions will be allowable to the company, as a result of the grant or exercise of the purchase rights issued under the 2021 ESPP. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the 2021 ESPP or in the event the participant should die while still owning the purchased shares.

If the participant sells or otherwise disposes of the purchased shares within two years after commencement of the offering period during which those shares were purchased or within one year of the date of purchase, the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares. If the participant sells or disposes of the purchased shares more than two years after the commencement of the offering period in which those shares were purchased and more than one year from the date of purchase, or a participant still owns purchased shares at the time of death, then the participant will recognize ordinary income in the year of sale, disposition or death in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the sale or disposition date over the purchase price paid for those shares or (ii) the excess of the fair market value of the shares on the offering date over the purchase price. Any additional gain upon the disposition will be taxed as a capital gain.

Limitations on Employer’s Compensation Deduction. If the purchased shares are sold or otherwise disposed of within two years after commencement of the offering period during which those shares were purchased or within one year after the date of purchase, then the company will be entitled to an income tax deduction in the year of sale or disposition equal to the amount of ordinary income recognized by the participant as a result of such sale or disposition, subject to any applicable limitations under Section 162(m) of the Code. No deduction will be allowed in any other case.

Certain Rules Applicable to “Insiders.” Employees who are executive officers or directors of the company are subject to the reporting and “short wing” profits liability provisions of Section 16 of the Exchange Act. Such provisions may restrict resale of the shares of common stock purchased under the 2021 ESPP. In addition, shares so received by a person deemed an “affiliate” of the company under the Securities Act must be registered for resale by such person unless such resale complies with the provisions of Rule 144 under the Securities Act. Rule 405 under the Securities Act defines “affiliate” as “a person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with” the company.

New Plan Benefits

Because the number of shares issued under the 2021 ESPP depends on the level of participation by its participants, we cannot determine the benefits or amounts that may be received by eligible participants in the future.

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Stockholder approval of this Proposal 4 will require the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Abstentions will be counted toward the tabulation of votes on this proposal presented to the stockholders and will have the same effect as negative votes. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” THIS PROPOSAL 4.

Equity Compensation Plan Information

The following table discloses information regarding the securities to be issued and the securities remaining available for issuance under the company’s stock-based incentive plans as of December 31, 2020. The amounts shown do not include the shares of common stock that would be available for issuance under the 2020 Plan if the 2020 Plan Amendment is approved or the 2021 Employee Stock Purchase Plan if it is approved.


	(a)			(b)			(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights			Weighted average exercise price of outstanding options, warrants, and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders⁽¹⁾⁽²⁾		9,464,216	⁽³⁾	$	37.79	⁽⁴⁾		6,310,938
Equity compensation plans not approved by security holders		—			—			—
Total		9,464,216		$	37.79			6,310,938

(1)

As of December 31, 2020, 6,470,000 shares were authorized for issuance under the 2020 Plan, which was adopted by the board of directors on April 22, 2020 and approved by our stockholders on June 4, 2020. No further awards were made pursuant to the 2011 Stock Incentive Plan (the “2011 Plan”) upon stockholder approval of the 2020 Plan. The adoption of the 2020 Plan did not affect the terms and conditions of any outstanding awards granted under the 2011 Plan.

(2)	As of December 31, 2020, 361,656 shares were reserved for issuance under the 2011 ESPP, which became effective upon closing of our initial public offering in November 2011.

(3)	Includes 2,963,547 restricted stock units outstanding as of December 31, 2020 under the 2020 Plan and the 2011 Plan. Restricted stock unit awards may be settled only for shares of common stock on a one-for-one basis.

(4)	Only outstanding option awards were used in computing the weighted-average exercise price.

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The following table discloses information regarding the securities to be issued and the securities remaining available for issuance under the company’s stock-based incentive plans as of April 12, 2021. The amounts shown do not include the shares of common stock that would be available for issuance under the 2020 Plan if the 2020 Plan Amendment is approved or the 2021 Employee Stock Purchase Plan if it is approved.


	(a)			(b)			(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights			Weighted average exercise price of outstanding options, warrants, and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders⁽¹⁾⁽²⁾		11,397,801	⁽³⁾	$	35.13	⁽⁴⁾		3,210,155
Equity compensation plans not approved by security holders		—			—			—
Total		11,397,801		$	35.13			3,210,155

(1)

As of April 12, 2021, 6,470,000 shares were authorized for issuance under the 2020 Plan, which was adopted by the board of directors on April 22, 2020 and approved by our stockholders on June 4, 2020. No further awards were made pursuant to the 2011 Plan upon stockholder approval of the 2020 Plan. The adoption of the 2020 Plan did not affect the terms and conditions of any outstanding awards granted under the 2011 Plan.

(2)	As of April 12, 2021, 361,656 shares were reserved for issuance under the 2011 ESPP, which became effective upon closing of our initial public offering in November 2011.

(3)	Includes 6,867,817 options and 4,529,984 restricted stock units outstanding as of April 12, 2021 under the 2020 Plan and the 2011 Plan. Restricted stock unit awards may be settled only for shares of common stock on a one-for-one basis.

(4)	The weighted-average remaining term is 5.76 years. Only outstanding option awards were used in computing the weighted-average exercise price and weighted-average remaining term.

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PROPOSAL 5

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, and Section 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, at the Annual Meeting, our stockholders are entitled to vote, on an advisory (nonbinding) basis, on the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

A majority of the votes cast at the 2018 annual meeting were voted in favor of holding the advisory vote on executive compensation every year. The advisory vote on executive compensation was last held at the 2020 annual meeting.

Although the vote is advisory and, accordingly, the results are not binding on us, our compensation committee and board of directors value the input of our stockholders and will consider the results of the vote when making future compensation decisions for our named executive officers.

As described more fully under the heading “Compensation Discussion and Analysis” in this proxy statement, our executive compensation program is designed to attract, retain, and motivate individuals with superior ability, experience, and leadership capability to deliver on our annual and long-term business objectives necessary to create stockholder value. We urge stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. The compensation committee and the board of directors believe that our executive compensation program fulfills these goals and is reasonable, competitive and aligned with our performance and the performance of our executives.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. Accordingly, we ask that our stockholders vote “FOR” the following resolution:

“RESOLVED, that the stockholders of Clovis Oncology, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Clovis Oncology, Inc. Proxy Statement for the 2021 Annual Meeting of Stockholders, pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and narrative disclosure.”

Stockholder approval of this Proposal 5 will require the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Abstentions will be counted toward the tabulation of votes on this proposal presented to the stockholders and will have the same effect as negative votes. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” THIS PROPOSAL 5.

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PROPOSAL 6

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our board of directors has selected Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements since 2009. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our amended and restated bylaws nor our other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the audit committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests or those of our stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us for the years ended December 31, 2020 and December 31, 2019, by Ernst & Young LLP, our principal accountant.


	Year Ended December 31,
	2020		2019
Audit Fees⁽¹⁾	$	1,202,327	$	1,226,161
Tax Fees⁽²⁾		246,451		249,815

	$	1,448,778	$	1,475,976

(1)

Audit fees include fees associated with the annual audit of our financial statements, the reviews of our interim financial statements, professional services related to our public offerings of securities, and all services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements.

(2)	Tax fees include fees associated with tax compliance, tax advice, and tax planning.

All fees described above for the year ended December 31, 2020 were approved by our audit committee.

Pre-Approval Policies and Procedures

The audit committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Ernst & Young LLP. Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Ernst & Young LLP. Abstentions will be counted toward the tabulation of votes on this proposal presented to the stockholders and will have the same effect as negative votes. The approval of Proposal 6 is a routine proposal on which a broker or other nominee has discretionary authority to vote. Accordingly, no broker non-votes will likely result from this proposal.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” THIS PROPOSAL 6.

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INFORMATION REGARDING THE BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE

Board Independence

Rule 5605 of the NASDAQ Marketplace Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the NASDAQ Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our board of directors has determined that none of Drs. Blair, Flaherty, and Spickschen, Ms. Graham, or Messrs. Atwood, Azelby, Fair, Klingenstein, and McKinley, representing nine of our ten directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules.

Our board of directors also determined that Messrs. Atwood, Klingenstein, and McKinley, who comprise our audit committee, Drs. Blair and Spickschen, Ms. Graham and Mr. Fair, who comprise our compensation committee, and Drs. Blair and Flaherty, and Messrs. Atwood and Azelby, who comprise our nominating and corporate governance committee, satisfy the independence standards for such committees established by the SEC and the NASDAQ Marketplace Rules, as applicable. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure

Our board of directors has an independent Chair, Ginger Graham. Ms. Graham was elected our Chair of the board to succeed Dr. M. James Barrett following his resignation from our board of directors on June 5, 2019. Our board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as we continue to grow. We separate the roles of Chief Executive Officer and Chair of the board of directors in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, day-to-day leadership, and performance, while the Chair of the board of directors provides guidance to the Chief Executive Officer and presides over meetings of the full board of directors. We believe that this separation of responsibilities provides a balanced approach to management of our board of directors and oversight of us. However, no single leadership model is right for all companies and at all times. The board of directors recognizes that depending on the circumstances, other leadership models, such as combining the role of Chair with the role of Chief Executive Officer, might be appropriate. Accordingly, the board of directors may periodically review its leadership structure.

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Board’s Role in Risk Oversight

Our audit committee is primarily responsible for overseeing our risk management processes on behalf of the full board of directors, with a focus on financial and reporting risks. The audit committee receives reports from management at least quarterly regarding our assessment of risks. Our nominating and corporate governance committee is responsible for overseeing our non-financial risk management and compliance processes on behalf of the full board of directors, and receives reports from management at least quarterly on a range of risk management areas, including, but not limited to cybersecurity, regulatory matters related to review and approval of our drug candidates in the U.S. and Europe, conduct of clinical trials, drug safety monitoring and reporting, privacy, and a range of other regulatory compliance areas including anti-corruption and anti-kickback laws related to pharmaceutical marketing and sales. In addition, the audit committee and the nominating and corporate governance committee report regularly to the full board of directors, which also considers our risk profile. The audit committee, the nominating and corporate governance committee, and the full board of directors focus on the most significant risks we face and our general risk management strategies. The board of directors and each standing committee also perform an annual self-evaluation process, the results of which are collected and reported back to the nominating and corporate governance committee and the full board of directors. These self-evaluations permit members to anonymously provide feedback on the performance of the board of directors and each committee on areas such as strategic focus, management reporting to the board and committees, board tenure and diversity and risk oversight. While our board of directors oversees our risk management, company management is responsible for day-to-day risk management processes. Our board of directors expects company management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities, and to effectively implement risk management strategies adopted by the audit committee and the board of directors. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our board leadership structure, which also emphasizes the independence of the board of directors in its oversight of our business and affairs, supports this approach.

Board Meetings

During the fiscal year 2020, our board of directors met thirteen times, including telephonic meetings. In that year, each director attended at least 75% of the aggregate of the meetings held by the board of directors, and each director who is a member of a committee attended at least 75% of the meetings the committees of our board of directors held on which the director served. None of our directors then serving attended our annual meeting of stockholders in 2020. Although we do not have a formal policy regarding attendance by members of the board of directors at our annual meetings of stockholders, directors are encouraged to attend.

Information Regarding Board Committees

Our board of directors has established three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, the company’s board of directors formed a Special Litigation Committee in December 2019. The following table provides membership and meeting information for 2020 for each of the standing committees of the board of directors:

Name

Audit

Compensation

Nominating
and
Corporate
Governance

Employee Director:

Patrick J. Mahaffy

—

Non-Employee Directors:

Brian G. Atwood

—

Robert W. Azelby

—

James C. Blair

—

Richard A. Fair

—

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Name	Audit			Compensation		Nominating and Corporate Governance
Keith Flaherty		—			—		X
Ginger L. Graham		—			X		—
Paul H. Klingenstein		X			—		—
Edward J. McKinley		X	*		—		—
Thorlef Spickschen		—			X		—

Total meetings in 2020:		5			6		5

*	Committee Chair

Below is a description of each standing committee of the board of directors.

Audit Committee

The members of the audit committee are Messrs. Atwood, Klingenstein, and McKinley, each of whom qualifies as an independent director under the corporate governance standards of the NASDAQ Stock Market and the independence requirements of Rule 10A-3 of the Exchange Act. Our board of directors has determined that Mr. McKinley qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Mr. McKinley serves as chairman of this committee. During the fiscal year 2020, our audit committee met five times, including telephonic meetings.

Our audit committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements and assists our board of directors by: (1) overseeing and monitoring the quality and integrity of our financial statements, our compliance with legal and regulatory requirements, and our internal accounting procedures and systems of internal controls (2) assuming direct responsibility for the appointment, compensation, retention, and oversight of work of any independent registered public accounting firm engaged for the purpose of performing any audit, review, or attestation services, for overseeing and monitoring our independent registered public accounting firm’s qualifications and independence, and for dealing directly with any such accounting firm, including resolving disagreements between management and our independent auditor; (3) providing a medium for consideration of matters relating to any audit issues; and (4) preparing the audit committee report required to be included in our filings under the rules and regulations of the SEC. The written charter for the audit committee is available on our website at http://ir.clovisoncology.com under “Corporate Governance.”

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REPORT OF THE AUDIT COMMITTEE

Our audit committee has reviewed our audited financial statements for the fiscal year ended December 31, 2020 and discussed them with our management and our independent registered public accounting firm, Ernst &Young LLP.

Our audit committee has also received from, and discussed with, Ernst &Young LLP various communications that Ernst &Young LLP is required to provide to our audit committee, including the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

In addition, our audit committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with our audit committee concerning independence and has discussed with Ernst & Young LLP their independence.

Based on the review and discussions referred to above, our audit committee has recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2020, filed by us with the SEC.

Respectfully submitted,

The Audit Committee of the Board of Directors

Brian G. Atwood

Paul H. Klingenstein

Edward J. McKinley

The material in this report is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not to be incorporated by reference in any filing of Clovis Oncology, Inc. under the Securities Act of 1933, as amended, or the “Securities Act,” or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

The members of the compensation committee are Drs. Blair and Spickschen, Ms. Graham, and Mr. Fair, each of whom qualifies as an independent director under the corporate governance standards of the NASDAQ Stock Market. Each member of our compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and is an outside director, as defined pursuant to Section 162(m) of the Code. Dr. Blair serves as chairman of this committee. During fiscal year 2020, our compensation committee met six times, including telephonic meetings.

The compensation committee assists our board of directors in discharging its responsibilities relating to (1) setting our compensation program and compensation and benefits of all of our executive officers and directors; (2) providing oversight for our incentive and equity-based compensation plans; (3) establishing and reviewing general policies relating to compensation and benefits of our employees; and (4) preparing the compensation committee report required to be included in our filings under the rules and regulations of the SEC. The compensation committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, except that it shall not delegate to a subcommittee any power or authority required by any law, regulation, or listing standard to be exercised by the compensation committee as a whole. The compensation committee will review and evaluate, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. The written charter for the compensation committee is available on our website at http://ir.clovisoncology.com under “Corporate Governance.”

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Compensation Committee Interlocks and Insider Participation

No member of our compensation committee has ever been an executive officer or employee of ours. For a description of certain transactions between us and certain members of our compensation committee and their affiliated entities, see “Certain Relationships and Related Party Transactions” below. None of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our board of directors or compensation committee.

Nominating and Corporate Governance Committee

The members of the nominating and corporate governance committee are Drs. Blair and Flaherty and Messrs. Atwood and Azelby, each of whom qualifies as an independent director under the corporate governance standards of the NASDAQ Stock Market. Mr. Atwood serves as chairman of this committee. During fiscal year 2020, our nominating and corporate governance committee met five times, including telephonic meetings.

The nominating and corporate governance committee assists our board of directors in discharging its responsibilities relating to (1) developing and recommending criteria for selecting new directors, and identifying, screening and recommending nominees for election as directors; (2) screening and recommending to the board of directors individuals qualified to become executive officers; (3) evaluating our board of directors and its dealings with management; (4) developing, reviewing and recommending corporate governance guidelines and a code of business ethics; (5) generally advising our board of directors on other corporate governance and related matters; and (6) overseeing non-financial compliance. The written charter for the nominating and corporate governance committee is available on our website at http://ir.clovisoncology.com under “Corporate Governance.”

Director Nomination Process

Our nominating and corporate governance committee is responsible for identifying, considering, and recommending director candidates to fill new positions or vacancies on our board of directors, including candidates proposed by our stockholders, except where the right to nominate a director legally belongs to a third party. Our board of directors is responsible for recommending a slate of directors for election by our stockholders.

In identifying individual candidates, our nominating and corporate governance committee considers current members of our board of directors, as well as candidates referred or recommended to it by directors, members of management, stockholders, and others. We may also engage, and have in the past used, professional search firms to identify director candidates for consideration. In evaluating the suitability of individual candidates (both new candidates and current directors), our nominating and corporate governance committee, in recommending candidates for election, and our board of directors, in approving (and, in the case of vacancies, appointing) such candidates, takes into account many factors, including personal and professional integrity, ethics, and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; commercialization experience in pharmaceutical companies; strong finance experience; experience relevant to us; experience as a board member of another publicly held company; diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; diversity of background and perspective, including with respect to age, gender, race, place of residence, and specialized experience; and practical and mature business judgment, including the ability to make independent analytical inquiries. In addition, our nominating and corporate governance committee and our board of directors considered the previously disclosed settlement of the SEC’s investigation of the company related to certain disclosures made by the company about its product candidate rociletinib in 2015, pursuant to which settlement with the SEC the company and Mr. Mahaffy paid civil penalties and agreed to a standard injunction against future violations of federal securities laws. The settlement agreement did not allege any intentional fraud or misconduct and it does not preclude Mr. Mahaffy from continuing to serve as a director or officer of a public company. The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of

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assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the board of directors. The nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills, and experience required for the board of directors as a whole and its individual members.

In 2018, we determined that we could benefit from directors with more specific commercial experience in the oncology field, and we initiated a search to identify qualified candidates. We engaged a professional search firm to assist in identifying qualified candidates. In addition to the factors above that our nominating and corporate governance committee takes into account in recommending candidates, we directed the search firm to emphasize recent commercial oncology experience and diversity, while ensuring that a candidate was not currently in a position that would create the appearance of, or an actual conflict of interest. Our search firm identified multiple candidates, and our nominating and corporate governance committee ultimately selected Robert Azelby and Richard Fair for recommendation to the board of directors. In October 2018, the board of directors increased its size from nine members to eleven members and appointed both Robert Azelby and Richard Fair to the board of directors to fill the newly created vacancies.

It is a priority of our board of directors to increase the diversity, including ethnic, gender, age, and experience, among the members of our board. The company currently has engaged a search firm to present new candidates for director, and the scope of that search is intended to expand the diversity of the board, particularly with respect to gender and ethnic diversity, and add additional expertise in the area of pharmaceutical development and clinical research.

We have not received director candidate recommendations from our stockholders. We do not have a formal policy regarding consideration of such recommendations because any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by board members, management or other parties are evaluated. We do not intend to treat stockholder recommendations in any manner different from other recommendations.

Stockholders wishing to make director candidate recommendations should address such recommendations to our corporate secretary, Paul E. Gross, at Clovis Oncology, Inc., 5500 Flatiron Parkway, Suite 100, Boulder, Colorado 80301, in accordance with the procedures detailed under the heading “Stockholder Proposals to be Presented at Next Annual Meeting” below.

Stockholder Communications with the Board of Directors

Stockholders seeking to communicate with our board of directors should submit their written comments to our corporate secretary, Paul E. Gross, at Clovis Oncology, Inc., 5500 Flatiron Parkway, Suite 100, Boulder, Colorado 80301. The corporate secretary will forward such communications to each member of our board of directors; provided that, if in the opinion of our corporate secretary it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion).

Corporate Governance Guidelines

As a part of the board of directors’ commitment to building long-term stockholder value with an emphasis on corporate governance, the board of directors has adopted a set of Corporate Governance Guidelines, which guides the operation of the board of directors and its committees. Our Corporate Governance Guidelines cover, among other topics, board composition, structure and functioning, board membership criteria, director independence, board self-evaluations, committees of the board of directors, board access to management and independent advisers, stock ownership guidelines for members of the board of directors and our executive

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officers, and succession and leadership development. A copy of the Corporate Governance Guidelines can be viewed on our website at http://ir.clovisoncology.com under “Corporate Governance.”

Code of Business Ethics

We have adopted the Clovis Oncology, Inc. Code of Business Ethics that contains the ethical principles by which all directors, officers and employees of Clovis Oncology, Inc. are expected to conduct themselves when carrying out their duties and responsibilities. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, a provision of our Code of Business Ethics by posting such information on our website at www.clovisoncology.com. Our Code of Business Ethics is available on our website at http://ir.clovisoncology.com under “Corporate Governance.”

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EXECUTIVE AND DIRECTOR COMPENSATION

Executive Officers

The following table sets forth the name, age and position of each of our executive officers as of March 31, 2021:


Name	Age		Position
Patrick J. Mahaffy		58	President and Chief Executive Officer; Director
Lindsey Rolfe		53	Executive Vice President of Clinical Development and Pharmacovigilance and Chief Medical Officer
Gillian C. Ivers-Read		67	Executive Vice President and Chief Regulatory Officer
Daniel W. Muehl		58	Executive Vice President and Chief Financial Officer
Paul E. Gross		56	Executive Vice President and General Counsel
Thomas Harding		47	Executive Vice President and Chief Scientific Officer

The following is biographical information as of March 31, 2021 for our executive officers other than Mr. Mahaffy, whose biographical information appears above in Proposal 1, Election of Directors.

Dr. Lindsey Rolfe has served as our Executive Vice President of Clinical Development and Pharmacovigilance and Chief Medical Officer since August 2015. Dr. Rolfe joined Clovis in April 2010 and served as Senior Vice President of Clinical Development until her promotion. Dr. Rolfe has 20 years of drug development experience and previously served in senior oncology development roles at Celgene Corporation, Pharmion Corporation (acquired in 2008), Cambridge Antibody Technology, UCB Inc., and Celltech Group plc. Dr. Rolfe also serves on the board of directors of Atreca, Inc. (NASDAQ: BCEL). Dr. Rolfe qualified in medicine at the University of Edinburgh. She undertook post graduate medical training in London, U.K. and obtained her post-graduate internal medicine qualification as a Member of the Royal College of Physicians (MRCP). She has specialist accreditation in Pharmaceutical Medicine from the U.K. General Medical Council and is a Fellow of the Faculty of Pharmaceutical Medicine.

Gillian C. Ivers-Read is one of our co-founders and has served as our Executive Vice President and Chief Regulatory Officer since our inception. Previously, Ms. Ivers-Read served as Executive Vice President, Development Operations at Pharmion Corporation (acquired in 2008), beginning in 2002. From 1996 to 2001, Ms. Ivers-Read held various regulatory positions with Hoechst Marion Roussel and its successor, Aventis Pharmaceuticals, Inc., where she most recently held the position of Vice President, Global Regulatory Affairs. From 1994 to 1996, Ms. Ivers-Read was Vice President, Development and Regulatory Affairs for Argus Pharmaceuticals, and from 1984 to 1994, she served as a regulatory affairs director for Marion Merrell Dow. Ms. Ivers-Read received a B.Sc. in pharmacology from University College London.

Daniel W. Muehl has served as our Executive Vice President and Chief Financial Officer since May 2019, and prior to that, as our Principal Accounting Officer and Principal Financial Officer since March 2016, as our Senior Vice President of Finance since September 2016 and as our Vice President of Finance since 2015. Previously, Mr. Muehl was the Chief Financial Officer of biotechnology company Somalogic, Inc. from 2014 to 2015 and prior to that the Chief Financial Officer of bio-industrial company OPX Biotechnologies, Inc. from 2010 to 2014. He earned a Bachelor of Science degree in accounting from the University of Massachusetts—Amherst and received his Certified Public Accountant certificate in 1990.

Paul E. Gross has served as our Executive Vice President, General Counsel since February 2019 and, prior to that, as our Senior Vice President, General Counsel since January 2016. Mr. Gross also served as our Chief Compliance Officer from January 2016 to February 2020. Previously, Mr. Gross was the General Counsel for Datalogix, Inc. from 2014 to 2015 and from 2015 to 2016 was a Director of Business Operations with Oracle Corporation following the acquisition of Datalogix by Oracle in 2015. From 2010 to 2014, Mr. Gross was founding partner of the law firm Gross Cutler Seiler Dupont LLC and prior to that a partner with Cooley LLP. Mr. Gross earned a Bachelor of Science degree from the U.S. Naval Academy and a Juris Doctor from King Hall School of Law, University of California, Davis.

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Dr. Thomas Fuglsang Harding has served as our Executive Vice President since March 2021 and Chief Scientific Officer since October 2019. Dr. Harding joined Clovis in June 2012 as a Senior Director of Preclinical Research & Translational Medicine, and since joining, he was promoted through multiple levels, before taking the role of CSO. Dr. Harding has 20 years of oncology drug discovery and development experience and previously served in research leadership positions at FivePrime Therapeutics and Cell Genesys, Inc. Dr. Harding received a Ph.D. and completed post-doctoral training at the University of Bristol, U.K. in Molecular Neuroscience, in addition to a BSc in Microbiology.

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

We are a biopharmaceutical company focused on acquiring, developing and commercializing innovative anti-cancer agents in the United States, Europe and additional international markets. In our pursuit to improve the lives of people living with cancer, Clovis is committed to realizing the promise of precision medicines for cancer. We seek to develop targeted therapies to better serve patients and ensure the right drug gets to the right patient. To support this business strategy, we believe in rewarding our employees for helping us achieve our goals and delivering exceptional performance. Consistent with this general philosophy, we have designed our executive compensation program to tie a significant portion of an executive’s overall compensation to the achievement of our corporate goals and to drive stockholder value.

To help ensure our executives’ pay is aligned with our overall business strategy, our executive compensation program is driven by a core set of objectives which are supported by our overall compensation philosophy:

Objectives

Philosophy

Our executive compensation program is designed to:

✓ Attract, motivate and retain talented executives who have the skills to drive our future growth and development.

✓ Align executive and stockholder interests and our long-term interests through equity ownership requirements and grants of equity-based awards.

✓ Motivate the achievement of key strategic financial and operational goals that maximize rational growth.

Our executive compensation philosophy is built on the following principles:

✓ Position compensation competitively in the marketplace.

✓ Motivate our executives to achieve the greatest possible returns for our stockholders.

✓ Reward results for achieving strong company-wide and individual performance (pay-for-performance).

2020 Named Executive Officers

The following individuals were the named executive officers of Clovis for 2020:


Named Executive Officer	Role	Tenure
Mr. Patrick J. Mahaffy	President and Chief Executive Officer; Director	Co-Founder¹

Mr. Daniel W. Muehl	Executive Vice President and Chief Financial Officer	5 years

Ms. Gillian C. Ivers-Read	Executive Vice President and Chief Regulatory Officer	Co-Founder¹

Dr. Lindsey Rolfe	Executive Vice President of Clinical and Pre-Clinical Development and Pharmacovigilance and Chief Medical Officer	11 years

Mr. Paul E. Gross	Executive Vice President, General Counsel and Chief Compliance Officer	5 years

¹	Clovis Oncology, Inc. was founded in 2009.

2020 Achievements

Over the past year, our company has navigated the significant challenges presented by an unprecedented global health pandemic and adapted rapidly – understanding that our employees, our clinicians and patients, our communities, and our stockholders all have been impacted in a material way.

In the face of extraordinary operational challenges, our senior leadership team led us through a period of substantial uncertainty and responded timely and successfully to the challenges we faced as a result of the

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COVID-19 pandemic, including taking steps to protect the health, well-being and safety of our employees and other stakeholders, while ensuring our ability to fulfill our essential business activities and responsibly manage cash flow and expenses without sacrificing long-term growth opportunities and maximization of stockholder value.

Despite the challenges presented by the COVID-19 pandemic, 2020 was a year of strong execution for the company, leading to the achievement of the following corporate goals:

•

Submitted imaging and therapeutic Investigational New Drug (IND) applications to FDA for our radiopharmaceutical product candidate FAP-2286;

•

Received FDA approval of Rubraca for the treatment of BRCA positive metastatic castration-resistant prostate cancer (mCRPC) and completed the commercial launch in this new indication;

•

Completed enrollment in the ATHENA trial in the second quarter of 2020, to drive readout of data for monotherapy Rubraca in first-line ovarian cancer maintenance treatment setting during the second half of 2021;

•

Completed enrollment in the ARIEL4 and TRITON2 trials, and met the 2020 projected enrollment target for the TRITON3 trial;

•

Achieved initial efficacy and safety data readout for the clinical study evaluating the lucitanib/OPDIVO^® (nivolumab) combination; and

•

Extended our cash runway into 2023.

In addition to achieving these goals, the company took numerous other financial, development and human capital steps to preserve and strengthen the business while operating through the challenges of the pandemic during 2020. In order to meet our goal of extending our cash runway into 2023, we completed four financing transactions that, together with our existing ATHENA clinical trial financing arrangement, brought in $205 million of cash to fund our operations. These transactions, together with the conversion by existing holders of our outstanding convertible notes due 2024, reduced our aggregate outstanding convertible debt balances by $152 million.

In March 2020, as a result of the restrictions imposed by local governments in response to the COVID-19 pandemic, senior leadership transitioned our entire workforce to work from home. Despite the challenges of executing such a rapid shift, this transition was completed successfully and without disruption to the business. Employee safety and well-being is a top priority of the company in any year and was of particular focus in 2020. In response to the new way of remote working, we provided new productivity and collaboration tools and resources, including training and toolkits to help leaders effectively lead and manage remote teams. In addition, we enhanced and promoted programs to support our employees’ physical and mental well-being, such as additional training on remote leadership, online education, remote work methods and better use of technology. Our information technology department had previously created an infrastructure to securely and efficiently support a distributed workforce, which was essential to our quick and efficient transition to remote work. In addition, previously established manufacturing and supply chain arrangements have ensured no disruption to the supply and availability of our products during the COVID-19 pandemic to support ongoing clinical and commercial operations. We did not see material disruption to our clinical trials as a result of the COVID-19 pandemic in 2020 as we completed target enrollment of ATHENA, our largest clinical trial, as well as enrollment targets for ARIEL4 and TRITON2.

As a result of the COVID-19 pandemic, our U.S. and European sales forces faced limited, or in many cases, completely curtailed, physical access to hospitals, clinics, doctors and pharmacies. At the beginning of the pandemic, our commercial and compliance teams worked to immediately prepare new approaches and digital materials to enable them to engage remotely with healthcare providers at hospitals, clinics and pharmacies in a safe and compliant manner. In the U.S., the trend towards reduced in-person access for commercial teams, as accelerated by COVID-19, led to our adoption in October 2020 of a hybrid commercial strategy that elevates digital programming, virtual communication and peer-to-peer interactions, making those options available to physicians when and how they choose, with the remaining in-person interactions being more targeted in nature.

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We initiated our European launches of Rubraca in Italy, Spain and France early in 2020, in an environment where our field-based personnel were not allowed to visit hospitals for most of the year. As noted above, in May 2020, the U.S. Food and Drug Administration (FDA) approved Rubraca for the treatment of adult patients with deleterious BRCA mutation (germline and/or somatic)-associated metastatic castration-resistant prostate cancer (mCRPC) who have been treated with androgen receptor-directed therapy and a taxane-based chemotherapy. We were prepared to immediately launch in this indication upon approval and successfully executed a “virtual” launch as our sales force lacked physical access to hospitals, clinics, doctors and pharmacies because of pandemic-related restrictions preventing in-person interactions.

Throughout 2020, the medical congresses in the U.S. and Europe, on which we rely to present information on our drug development programs, were cancelled or transitioned to remote-only conferences. Our medical teams made virtual presentations at a number of remotely-conducted medical congresses during 2020, including the American Society of Clinical Oncology (ASCO) 2020 Virtual Scientific Program, the American Association for Cancer Research (AACR) Virtual Annual Meeting and the European Society for Medical Oncology (ESMO) Virtual Congress, at which data from all three of our portfolio compounds were presented.

In December 2020, we announced the submission of two Investigational New Drug (IND) applications to the FDA for FAP-2286, the lead compound in our peptide-targeted radionuclide therapy (PTRT) development program. Following clearance of these INDs by FDA, we intend to initiate a Phase 1/2 clinical study of FAP-2286 to determine the dose and tolerability of the FAP-targeting therapeutic agent (Phase 1), with expansion cohorts planned in multiple tumor types (Phase 2). The submission of these INDs is a key milestone in the development of FAP-2286, the first clinical candidate from our PTRT platform.

We also advanced our development programs in 2020 and achieved an important cash runway objective, which set the stage for advancements in 2021, expected include the initiation of clinical development for FAP-2286 in the first half of the year and the readout of top-line ATHENA Rubraca monotherapy data in the second half of the year.

Although we achieved all our corporate goals in 2020 directed to expanding the label for Rubraca and progressing our pipeline, we fell short of our key product revenue goal. While we did not achieve that goal, our net revenue for the year was $164.5 million, an increase of 15% over that in 2019. Notable is the fact that the revenue target was forecast prior to appreciating the challenges to the sales environment and disruption to oncology practices that would be caused by the COVID-19 pandemic, including a reduction in cancer diagnoses and cancer patient visits. As a result of our financial performance, the target cash bonuses for named executive officers paid out below target levels for the year, and the CEO’s revenue performance-based stock options granted at the outset of 2020 did not vest and therefore these options were forfeited. This is in keeping with our long-standing commitment to pay executives based on achieving ambitious goals that benefit the company as well as our stockholders. This financial performance is reflected in the volatility of our stock price in 2020, which drove a five-year annualized total shareholder return (TSR) of -32.79%.

Overview of 2020 Compensation Decisions and Actions

The table below summarizes the decisions that the compensation committee made for 2020 relative to our named executive officers’ compensation, as well as updates to the compensation programs for 2021.

Factors Guiding Our Decisions

• Executive compensation program objectives and philosophy (see page 47);

• Degree of achievement of key strategic financial and operational goals for 2019 (for salary and long-term incentive grant decisions made in early 2020) and for 2020 (for annual incentive plan payments made in early 2021 and long-term incentive grant decisions made in 2021). See page 49 for our 2020 goals and performance;

• Recommendations of our President and Chief Executive Officer (CEO) (other than with respect to his own compensation) (see page 44);

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		• Advice of an independent outside compensation consultant (see page 45); • Stockholder input (see page 40); • Market pay practices of our peer group as benchmarked by our independent consultant, including examining trends; and • Current and historical compensation.

Key 2020 Compensation Decisions		Base Salary All named executive officers with the exception of the CEO received base salary increases of 3.2% effective February 1, 2020. (This was the same base salary increase percentage that all employees in the company were eligible to receive and was in line with merit pay increases for our peer group.) Mr. Mahaffy did not receive a base salary increase. See page 48 for details.

		Annual Performance Bonus Based on the overall corporate-wide performance we achieved in 2020 compared to the goals we set at the beginning of the year, the compensation committee awarded bonus payouts at 97.5% of target for the named executive officers, including the CEO, in March 2021. See page 49 for details.

		Equity Grants On January 31, 2020, named executive officers other than Mr. Mahaffy received annual equity grants in the form of 74,000 Restricted Stock Units (RSUs), vesting in installments over a four-year period. The compensation committee made this decision in 2020 for two reasons: to ensure executive continuity during this challenging time when Clovis was focused on continuing commercial growth while also moving into the new area of peptide-targeted radionuclide therapy development, and to utilize a less dilutive equity vehicle than stock options. On February 3, 2020 and February 13, 2020, as CEO, Mr. Mahaffy received stock options to purchase 300,000 shares of our common stock under the following conditions: • 50,000 will vest if the Company meets or exceeds its budgeted product revenue goal for 2020; however, this target was not achieved, and therefore these options did not vest and were forfeited; • 50,000 will vest if the Company submits an Investigational New Drug application to the U.S. Food and Drug Administration for its product candidate FAP-2286 by December 31, 2020; this performance target was achieved, and these options have fully vested; and • 200,000 shares will vest over a four-year period, with 25% vesting at the one-year anniversary of the grant date and the remainder vesting monthly over the remaining three years. Mr. Mahaffy’s performance-based grants were tied to goals established prior to the onset of the challenges presented by the COVID-19 pandemic, as noted above, and were not modified as a result of business challenges faced as a result of the pandemic. As CEO, Mr. Mahaffy continues to receive 100% of his equity grants as stock options to ensure his pay is closely tied to shareholder return, as options have value only to the extent of

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		increases to the price of the stock from the date of grant, and the time- and performance-based vesting ensures that he receives economic benefit from these options over a longer term and as the company meets corporate objectives. See page 50 for details.

Key 2021 Compensation Decisions		Base Salary All named executive officers received base salary increases of 3.0% effective March 1, 2021. (This was the same base salary increase percentage that all employees in the company were eligible to receive.) See page 49 for details.

		Equity Grants On March 1, 2021, named executive officers other than Mr. Mahaffy received annual equity grants in the form of 81,000 RSUs, vesting in installments over a four-year period. Given the current landscape, and the need to retain executives during this challenging and critical time for the business, the compensation committee again decided to grant only RSUs for the named executive officers, except the CEO. The compensation committee believes that RSUs are a less dilutive equity vehicle than stock options. We will continue to revisit this decision in future years. On March 1, 2021, as CEO, Mr. Mahaffy received stock options to purchase 380,000 shares of our common stock under the following conditions: • 80,000 will vest if the Company meets or exceeds its budgeted product revenue for 2021; • 40,000 will vest if the Company selects an alpha-emitter agent for use in the study of its product candidate FAP-2286 by December 31, 2021; • 40,000 will vest if the Company completes enrollment of three dose cohorts in the Phase 1 study of ¹⁷⁷Lu-FAP-2286 by December 31, 2021; and • 220,000 shares will vest over a four-year period, with 25% vesting at the one-year anniversary of the grant date and the remainder vesting monthly over the remaining three years.

		Updated Peer Group We reassessed and updated our peer group for 2021, removing six companies that were either acquired or no longer match our size, and adding four new companies that reflect our industry, stage of development, market capitalization, revenues and number of employees. See page 46 for details.

Stockholder Input on Executive Compensation

Our board of directors and the members of our compensation committee favor a strong pay-for-performance approach to executive compensation and value the opinions of our stockholders regarding compensation and other issues. We are committed to soliciting and considering stockholder input as we evaluate the design of our executive compensation programs and the specific compensation decisions for each of our named executive officers.

In 2021, we reached out to our top 20 stockholders, who held approximately 45% of our shares at the time. We viewed this as a valuable opportunity to discuss compensation and governance measures important to them.

In 2020, approximately 75% of the advisory say-on-pay votes cast approved the compensation of our named executive officers. On the strength of that vote, we did not make substantive changes to our executive

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compensation philosophy for 2020. However, we made some executive compensation determinations in 2020, such as targeting compensation levels for our CEO and other named executive officers at the 50^th percentile of our peer group. We believe the 75% say-on-pay vote suggests that our stockholders were generally satisfied with our executive compensation policies; however, we recognize that 2020 was still a challenging year, and therefore our compensation decisions made thus far in 2021 reflect that.

At the outset of 2021, we engaged with our top 20 stockholders, representing approximately 45% of outstanding shares at that time, to receive feedback on changes made to our executive and director compensation programs following the 2020 annual meeting results and to discuss our 2021 compensation decisions. The stockholders with whom we have met as part of this outreach effort represent approximately 10% of our stockholder base and included large and small investors with a variety of investment approaches. Company participants at these meetings have included members of the management team other than our CEO. Based on these discussions, we believe our 2021 compensation decisions generally align with the expectations of the stockholders with which we spoke.

While our compensation philosophy continues to target compensation levels for our CEO and other named executive officers at the 50^th percentile of our peer group, in recognition of challenges facing the business and our TSR, long-term incentives to our CEO and other named executive officers were made at or below the 25^th percentile of our peer group in both 2020 and 2021, and the short-term incentives paid to our CEO and other named executive officers were slightly below target levels for both years.

PAY-FOR-PERFORMANCE FOCUS

Aligning Pay with Performance

Our executive compensation program is designed to link pay and performance—an important principle of our compensation philosophy—whereby executives earn target compensation only to the extent we achieve our company-wide performance goals, some of which are short-term, while others take several years to achieve.

Our success depends largely on the contributions of motivated, focused and energized people all working to achieve our company-wide performance goals. Therefore, our annual and long-term incentive plans each have performance measures that apply to our 2020 named executive officers to foster teamwork and maximize our performance. The annual performance bonus plan also takes into account individual performance and contributions.

Targeting Compensation to Market

The compensation committee targeted 2020 cash compensation for each executive near the 50^th percentile, and long-term incentives at or below the 25^th percentile, of his or her counterparts in our publicly traded peer companies.

Performance-Based Compensation

To the extent target performance measures are not achieved, or they are exceeded, the named executive officers generally will earn compensation below or above the target total compensation, respectively, supporting our pay-for-performance objectives.

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	Annual Performance Bonus	Equity Compensation	Equity Compensation
	Short-Term Incentive (Cash)	Long-Term Incentive (Stock Options)	Long-Term Incentive (Restricted Stock Units)

Objective	Short-term operational and financial business priorities	Longer-term strategic goals and stock price appreciation	Longer-term strategic goals and stock price appreciation

Time Horizon	1 Year	4 Years	4 Years

Metrics	Achievement of strong company-wide and individual performance	Stock price appreciation	Stock price appreciation

In order to support our pay-for-performance philosophy and our achievement of strong company-wide performance, the vast majority of the total compensation our CEO receives is at risk, as shown below:

LOGO

President and Chief Executive Officer Pay

This section presents supplemental information to the Summary Compensation Table that begins on page 55. The following chart shows realizable long-term compensation paid to our CEO for the past three years and indicates what we believe are more accurate statements of our CEO’s actual compensation value as compared to the compensation reported in the Summary Compensation Table, which is tied to the grant date fair value of awards.

The primary difference between the total amounts shown in the chart below (realizable pay) and in the Summary Compensation Table (reported pay) is that the chart below reflects the intrinsic value of our CEO’s equity awards based on our closing stock price on December 31, 2020 of $4.80 per share, as opposed to the reported pay in the Summary Compensation Table, which represents the grant date fair value of the applicable stock awards.

Since the vast majority of our CEO’s reported pay represents potential pay, the chart below highlights the alignment of our at-risk compensation with the value of our stock and hence, the long-term interests of our CEO with those of our stockholders. For 2018, 2019 and 2020, our CEO’s realizable compensation is significantly less than the grant date fair value compensation, reinforcing the performance orientation of our program and the alignment of interests between our executives and our stockholders.

Additionally, our CEO, who is a founder, continues to hold all of the equity he has been granted since our IPO, apart from small gifts to his children and to a donor-advised fund for the purpose of charitable contributions, reflecting his long-term commitment to building value for our stockholders. Because of this, our CEO has not

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realized any gains from any equity-based compensation since our inception, as evidenced in his realized pay in the chart below.

LOGO

Realizable pay includes:

Base Salary: Yearly pay based on role, skills, experience and performance in the role

Annual Performance Bonus: Annual cash award payout amounts for 2018, 2019 and 2020

Equity Compensation: Represents the current intrinsic value of the stock options granted during that year using the stock price on December 31, 2020

Realized pay includes:

Base Salary: Yearly pay based on role, skills, experience and performance in the role

Annual Performance Bonus: Annual cash award payout amounts for 2018, 2019 and 2020

Equity Compensation: Gains received from exercised stock options

GOVERNANCE OF EXECUTIVE COMPENSATION

We have developed our executive compensation program to align with current governance and best practices while being able to achieve our stated objectives and support our ambitious business goals:


What We Do		What We Don’t Do
✓ Maintain an industry-specific peer group for benchmarking pay ✓ Target pay based on market norms ✓ Deliver executive compensation primarily through performance-based pay ✓ Award bonuses commensurate with performance ✓ Set challenging short- and long-term incentive award goals ✓ Provide strong oversight that ensures adherence to incentive grant regulations and limits ✓ Maintain a clawback policy for equity and incentive compensation		× No guaranteed bonus payments × No hedging or pledging of equity × No re-pricing of stock options × No 280G tax gross-ups upon change in control × No excessive perquisites × No supplemental executive retirement plans

✓ Require minimum levels of stock ownership by executives and directors

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What We Do

What We Don’t Do

✓ Require holding period for shares realized by executives from stock option exercises or equity award settlement

✓ Offer market-competitive benefits for executives that are consistent with the benefits provided to the rest of our employees

✓ Consult with an independent advisor on compensation levels and practices

Role of the Compensation Committee


The compensation committee of our board of directors is responsible for determining appropriate compensation levels and arrangements for our named executive officers, ensuring they are consistent with our compensation philosophy and objectives, and support the successful recruitment, development and retention of executive talent and leadership required to achieve our business objectives.		The compensation committee reviews all the components of annual compensation (including base salary, annual performance bonus and equity compensation) for the named executive officers and determines that each individual’s total compensation is reasonable and consistent with our compensation philosophy.

In making this determination, the compensation committee considers each named executive officer’s individual performance and contributions to our growth and success, as well as overall achievement of performance goals. The compensation committee also considers the recommendations of our CEO, market data provided by the compensation committee’s external independent compensation consultant and additional factors, such as the named executive officer’s operating responsibilities, experience level, retention risk, tenure and performance in the position.

In determining the levels and mix of compensation, our compensation committee has not generally relied on formulaic guidelines, but rather has maintained a flexible approach to compensation determinations, which allows it to adapt the various elements of compensation to motivate individual executives and achieve our specific strategic and financial goals.

The compensation committee then approves, with any modifications it deems appropriate, base salaries, target annual performance bonus opportunities, equity compensation opportunities and grants for our named executive officers.

In reviewing our compensation program, the compensation committee considers whether the programs encourage unnecessary or excessive risk-taking that could have a material adverse effect on us and has concluded that they do not.

Role of the President and Chief Executive Officer

Our CEO periodically reviews each named executive officer’s overall performance and makes recommendations to the compensation committee on the elements of the named executive officers’ compensation (other than for the CEO). These recommendations are based on our CEO’s personal review of the other named executive officers’ performance, job responsibilities and importance to our overall business strategy, as well as our compensation philosophy. Although these recommendations are given significant weight, the compensation committee retains full discretion when determining compensation.

The compensation package for our CEO is determined by the compensation committee in its sole discretion. Our CEO does not participate in discussions regarding his compensation.

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Role of the Compensation Consultant

The compensation committee retains ultimate responsibility for compensation-related decisions. The compensation committee has the power to hire and fire independent compensation consultants, legal counsel, and financial or other advisors as it may deem necessary to assist it in the performance of its duties and responsibilities, without consulting or obtaining the approval of our senior management. The compensation committee recognizes the importance of objective, independent expertise and advice in carrying out its responsibilities.

The compensation committee has assessed the independence of Willis Towers Watson pursuant to SEC and NASDAQ rules and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently representing the compensation committee.

To add rigor to the review process and to inform the compensation committee of market trends, the compensation committee engages an independent compensation consultant to review and advise on our compensation practices and to assess whether our compensation program is competitive and supports the compensation committee’s goal to align the interests of executive officers with those of stockholders. The independent compensation consultant also provides market data directly to the compensation committee, which the compensation committee references when determining compensation for executive officers. Since June 2018, the compensation committee has retained Willis Towers Watson as its independent compensation consultant.

The compensation committee has the sole authority to approve the independent compensation consultant’s fees and terms of the engagement. The compensation committee regularly reviews its relationship with, and assesses the independence of, Willis Towers Watson to ensure executive compensation consulting independence.

The process includes a review of the services Willis Towers Watson provides, the quality of those services, and fees associated with the services during the year.

Executive Compensation Peer Group

We believe that stockholders are best served when the compensation packages of senior executives are competitive and fair. By fair, we mean that the executives will be able to understand that the compensation package reflects their market value and their personal contribution to the business. To help ensure we provide our named executive officers with fair and market-competitive compensation and to support retention of our key leaders, we annually review compensation we offer our executives against executives within our peer group.

Our 2020 peer group was approved in October 2019 with the following three characteristics:

•

Market capitalization in the range of $500 million to $3.5 billion (approximately 0.3 to 3 times the company’s market capitalization);

•

Commercial companies with revenues under $300 million (or recent new drug applications with breakthrough therapy designation by the Food and Drug Administration); and

•

Generally between 100 and 1,550 employees.

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Our peer group is regularly reviewed by our compensation committee with consideration given to our strategy and the advice of our compensation committee’s independent advisor. Our compensation committee approved the following 19 companies as part of the peer group used for our compensation decisions made in 2020:

2020 Executive Compensation Peer Group

ACADIA Pharmaceuticals Inc.

Adaptimmune Therapeutics plc

Agios Pharmaceuticals, Inc.

CytomX Therapeutics, Inc.

Halozyme Therapeutics, Inc.

ImmunoGen, Inc.

Intercept Pharmaceuticals, Inc.

Ironwood Pharmaceuticals, Inc.

Karyopharm Therapeutics, Inc.

MacroGenics, Inc.

Momenta Pharmaceuticals, Inc.¹

Pacira BioSciences, Inc.

Puma Biotechnology, Inc.

Radius Health, Inc.

Repligen Corporation

Sorrento Therapeutics, Inc.

Supernus Pharmaceuticals, Inc.

The Medicines Company²

Theravance Biopharma, Inc.

¹	Momenta Pharmaceuticals, Inc. was acquired by Johnson & Johnson in October 2020.

²	The Medicines Company was acquired by Novartis in January 2020.

Our compensation committee approved changes to the peer group for 2021, removing several companies that were acquired by larger pharmaceutical companies and adding others that better reflect our current size and revenue. Our 2021 peer group was approved in October 2020, consisting of companies determined to have or be:

•

Market capitalization in the range of $170 million to $1.7 billion (approximately 0.3 to 3 times the company’s market capitalization);

•

Commercial companies with revenues under $500 million (or recent new drug applications with breakthrough therapy designation by the Food and Drug Administration); and

•

Generally between 150 and 1,600 employees.

This revised peer group was used by the compensation committee in making the compensation decisions for 2021 that are discussed herein:

2021 Executive Compensation Peer Group

Adaptimmune Therapeutics plc

Agenus, Inc.

Athenex, Inc.

CytomX Therapeutics, Inc.

ImmunoGen, Inc.

Intercept Pharmaceuticals, Inc.

Ironwood Pharmaceuticals, Inc.

Karyopharm Therapeutics, Inc.

MacroGenics, Inc.

NGM Biopharmaceuticals, Inc.

Pacira BioSciences, Inc.

Puma Biotechnology, Inc.

Radius Health, Inc.

Rigel Pharmaceuticals, Inc.

Sorrento Therapeutics, Inc.

Supernus Pharmaceuticals, Inc.

Theravance Biopharma, Inc.

Using Peer Group Data to Set Target Opportunity

In setting 2020 compensation, the compensation committee reviewed the market data for our peer group and compared each named executive officer’s base salary, target annual performance bonus and equity compensation value, separately and in the aggregate, to amounts paid to similarly situated executives at our peer companies. We believe using our peer group (selected based on the criteria above, which represents companies closely aligned with our company profile and with which we expect to compete more directly for recruiting and retention of key employees and executives) as opposed to a group that comprises a more diverse and broad set of companies (such as an industry group recognized within the S&P 400, a broader industry GICS code, or some other broad-based index) is a better comparator for setting compensation for our employees and a better barometer of competing opportunities for our employees.

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Compensation for each executive may vary from this range depending on other factors, such as internal pay equity among our named executive officers or levels of authority, responsibility and experience of our named executive officers that exceed the norms for individuals holding comparably titled positions at other companies.

ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is designed to align the interests of our named executive officers and stockholders and to encourage both personal and collective contributions to support our growth. The following chart highlights the key elements of our executive compensation program and how each is linked to program objectives.


	Type of Compensation	Link to Program Objectives
Base Salary	Cash	• Fixed level of cash compensation to support attraction and retention of key executives in a competitive marketplace • Allows us to pay our executives competitively with compensation levels in the biopharmaceutical market

Annual Performance Bonus	Cash	• Target cash incentive opportunity (set as a percentage of base salary) that encourages executives to achieve strong annual company-wide performance • Assists in retaining, attracting and motivating employees in the near-term

Equity Compensation	Stock Options and RSUs	• Focuses executives on achievement of long-term company strategic goals and total stockholder return, thereby creating long-term stockholder value (pay-for-performance) • Four-year vesting promotes retention, helping to maintain a stable, continuous management team • Promotes ownership in the company

Retirement Benefits	Benefit	• Named executive officers participate in the 401(k) plan available to all employees • Retirement benefits are a standard element of a total rewards package that helps attract and retain executive talent

Other Benefits	Benefit	• Named executive officers participate in the benefit plans available to all employees, including health benefits and taxable life insurance premiums (also applicable to all employees) • Benefit plans are a standard element of a total rewards package that helps attract and retain executive talent • Named executive officers, similar to all employees, can also participate in the Employee Stock Purchase Plan to purchase our ordinary shares at a discount on a tax-qualified basis through payroll deductions • Perquisites are limited in amount and the compensation committee limits eligibility and use; named executive officers receive supplemental long-term disability coverage

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	Type of Compensation	Link to Program Objectives

Severance Agreements	Benefit	• Helps ensure named executive officers remain focused on creating sustainable performance in case of personal uncertainties or risk of job loss • Provides confidentiality, non-compete and non-solicit protections

ANALYSIS OF 2020 COMPENSATION DECISIONS

Compensation packages for our named executive officers generally consist of base salary, an annual performance bonus and equity compensation. In determining the levels and mix of compensation, we have not generally relied on formulaic guidelines, but rather have maintained a flexible approach to compensation determinations based on specific strategic and financial goals deemed important to our long-term success. We believe that the relationship of fixed to performance-based compensation is properly balanced and provides us with an effective means to attract, motivate and retain our named executive officers, as well as reward them for increases in the value of our common stock.

Base Salary

Base salaries for the named executive officers are intended to reflect their skill set, experience, role and responsibilities. The compensation committee initially determines base salary for named executive officers at the time of their appointment based on their position. The compensation committee periodically reviews base salaries for the named executive officers and may make adjustments based on individual performance, overall company performance and, when appropriate, to maintain consistency with our compensation objectives, including being market competitive.

Establishing Base Salaries

When reviewing base salaries for named executive officers for 2020, the compensation committee used a guideline near the 50th percentile of the general industry and peer company data for comparable roles. Individual and company performance are also considered.

2020 Base Salary Decisions

Effective February 1, 2020, named executive officers other than Mr. Mahaffy received base salary increases of 3.2%, consistent with the annual budget increase for all employees. Mr. Mahaffy did not receive a base salary increase. The following table lists the compensation of our named executive officers for 2019 and 2020.


	2020 Base Salary
	2019 Salary		2020 Salary		Percent Change
Patrick J. Mahaffy	$	720,670	$	720,670		0	%
Daniel W. Muehl	$	455,490	$	470,066		3.2	%
Gillian C. Ivers-Read	$	466,005	$	480,917		3.2	%
Lindsey Rolfe	$	506,426	$	522,632		3.2	%
Paul E. Gross	$	459,690	$	474,400		3.2	%

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2021 Base Salary Decisions

Effective March 1, 2021, all of the named executive officers received base salary increases of 3.0%, consistent with the annual budget increase for all employees.


	2021 Base Salary
	2020 Salary		2021 Salary		Percent Change
Patrick J. Mahaffy	$	720,670	$	742,290		3.0	%
Daniel W. Muehl	$	470,066	$	484,168		3.0	%
Gillian C. Ivers-Read	$	480,917	$	495,345		3.0	%
Lindsey Rolfe	$	522,632	$	538,311		3.0	%
Paul E. Gross	$	474,400	$	488,632		3.0	%

Annual Performance Bonus

Our annual performance bonus provides named executive officers with the opportunity to earn rewards based on the achievement of strong corporate-wide performance.

2020 Annual Performance Bonus Decisions

During the first quarter of 2021, the compensation committee reviewed our performance against our 2020 corporate goals, as well as the overall progress of the company. The 2020 corporate-wide goals included:

Linking Compensation to Performance

The compensation committee believes that

linking pay to performance will motivate

our executives to achieve the greatest

possible returns for our stockholders.


2020 Corporate Goals		Status
Achieve 2020 budgeted product revenues		SUBSTANTIALLY COMPLETED
FDA approval and commercial launch for mCRPC		COMPLETED
FAP-2286: complete IND enabling studies, submit INDs by year end		COMPLETED
Complete enrollment in Athena Q2 to drive H2 2021 readout in monotherapy 1L		COMPLETED
Complete enrollment in Ariel 4 and TRITON 2; meet patient enrollment target for TRITON 3		COMPLETED
Achieve initial efficacy and safety data readout for lucitanib/OPDIVO combination		COMPLETED
Extend cash runway into 2023		COMPLETED

In addition to the 2020 corporate goals set by our board of directors, we accomplished some other notable achievements during 2020, as discussed in the “2020 Achievements” section on page 36.

For purposes of annual performance bonus, Mr. Mahaffy is measured on corporate performance goals and the other named executive officers are measured on a combination of corporate and individual performance goals. Based on the overall corporate-wide performance we achieved in 2020 compared to the goals we set at the beginning of the year and our operational and financial performance, the compensation committee awarded bonus payouts at 97.5% of target for all of the named executive officers in March 2020.


	2020 Annual Incentive (paid in 2021)
	Target as a % of Base Salary			Target Award Opportunity		Actual Amount Awarded		Actual as a % of Target
Patrick J. Mahaffy		70	%	$	504,469	$	491,858		97.5	%
Daniel W. Muehl		50	%	$	235,033	$	229,158		97.5	%
Gillian C. Ivers-Read		50	%	$	240,459	$	234,448		97.5	%
Lindsey Rolfe		50	%	$	261,316	$	254,784		97.5	%
Paul E. Gross		50	%	$	237,200	$	231,272		97.5	%

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Equity Compensation

As with the other elements of compensation, the compensation committee determines the amount of long-term incentive compensation opportunities for our executive officers as part of its annual compensation review. In order to align the interests of our named executive officers with those of our stockholders, as well as to provide sufficient retention incentives to our executives, the compensation committee deemed it appropriate to grant stock options and restricted stock units, or RSUs, pursuant to our Clovis Oncology, Inc. 2011 Stock Incentive Plan, or the 2011 Plan, to our named executive officers.

Determining Equity Grants

The compensation committee took into account both the grant date fair value and the actual realizable value of the stock options and restricted stock units then outstanding. We believe realizable value is a more accurate statements of our named executive officers’ actual compensation value as compared to the grant date fair value of these awards.

Stock-settled restricted stock units are “full value grants,” meaning that, upon vesting, the recipient is awarded the full share. While the value executives realize in connection with an award of restricted stock units does depend on our stock price, time-vested restricted stock units generally have some value even if our stock price significantly decreases following the grant. As a result, time-vested restricted stock units help to secure and retain executives and instill an ownership mentality, regardless of whether our stock price increases or decreases, although the value of restricted stock units is lower if our stock price decreases. In contrast, stock options provide an effective performance incentive and align the executives’ interest with that of stockholder interests because our executive officers derive value from their options only if our stock price increases following their grant (which benefits all stockholders) and they remain employed with us beyond the date that their options “vest” (that is, become exercisable).

2020 Equity Compensation Decisions

On January 31, 2020, named executive officers other than Mr. Mahaffy received annual equity grants in the form of RSUs, vesting in installments over a four-year period. The compensation committee made this decision in 2020 for two reasons: to ensure executive continuity during this challenging time when Clovis was focused on continuing commercial growth while also moving into the new area of peptide-targeted radionuclide therapy development, and to utilize a less dilutive equity vehicle than stock options.

•

25% of the shares of common stock subject to the RSUs vest and settle on the one-year anniversary of the grant, and the remainder vest and settle in substantially equal quarterly installments over the 12 quarters immediately following the first anniversary of the grant, subject to continued employment through such date.

On February 3, 2020 and February 13, 2020, as CEO, Mr. Mahaffy received stock options to purchase 300,000 shares of our common stock under the following conditions:

•

50,000 will vest if the Company meets or exceeds its budgeted product revenue for 2020; however, this target was not achieved, and therefore these options did not vest and were forfeited;

•

50,000 will vest if the Company submits an Investigational New Drug application to the U.S. Food and Drug Administration for its product candidate FAP-2286 by December 31, 2020; this performance target was achieved and these options have fully vested; and

•

200,000 shares will vest over a four-year period, with 25% vesting at the one-year anniversary of the grant date and the remainder vesting monthly over the remaining three years.

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The following table provides information about the number of stock options and RSUs granted in February 2020, and the value of those stock options and RSUs:


	2020 Equity Awards
	Number of Stock Options		Grant Date Fair Value of Stock Options¹		Number of RSUs		Value of RSUs
Patrick J. Mahaffy		300,000	$	1,994,945		0		N/A
Daniel W. Muehl		0		N/A		74,000	$	613,460
Gillian C. Ivers-Read		0		N/A		74,000	$	613,460
Lindsey Rolfe		0		N/A		74,000	$	613,460
Paul E. Gross		0		N/A		74,000	$	613,460

¹	Grant date fair value is a value determined at the time of grant for accounting purposes, which is based on Black-Scholes modelling to value options.

2021 Equity Compensation Decisions

On March 1, 2021, named executive officers other than Mr. Mahaffy received annual equity grants in the form of RSUs, vesting in installments over a four-year period. Given the current landscape, and the need to retain executives during this challenging and critical time for the business, the compensation committee again decided to grant only RSUs – a less dilutive equity vehicle than stock options. We will continue to revisit this decision in future years.

•

On March 1, 2021, as CEO, Mr. Mahaffy received stock options to purchase 380,000 shares of our common stock under the following conditions:

•

80,000 will vest if the Company meets or exceeds its budgeted product revenue for 2021;

•

40,000 will vest if the Company selects an alpha-emitter agent for use in the study of its product candidate FAP-2286 by December 31, 2021;

•

40,000 will vest if the Company completes enrollment of three dose cohorts in the Phase 1 study of ¹⁷⁷Lu-FAP-2286 by December 31, 2021; and

•

220,000 shares will vest over a four-year period, with 25% vesting at the one-year anniversary of the grant date and the remainder vesting monthly over the remaining three years.

The following table provides information about the number of stock options and RSUs granted in January and March 2021, and the value of those stock options and RSUs:


	2021 Equity Awards
	Number of Stock Options		Grant Date Fair Value of Stock Options¹		Number of RSUs		Value of RSUs
Patrick J. Mahaffy		380,000	$	1,878,150		0		N/A
Daniel W. Muehl		0		N/A		81,000	$	504,630
Gillian C. Ivers-Read		0		N/A		81,000	$	504,630
Lindsey Rolfe		0		N/A		81,000	$	504,630
Paul E. Gross		0		N/A		81,000	$	504,630

¹	Grant date fair value is a value determined at the time of grant for accounting purposes, which is based on Black-Scholes modelling to value options.

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Retirement Savings Programs


In 2020, we provided retirement benefits to our named executive officers, other than Dr. Rolfe, through the Clovis Oncology, Inc. 401(k) plan, a defined contribution retirement savings plan. The named executive officers participate in these plans on the same terms and conditions as our other employees. For the 401(k) plan, we make matching contributions to the account of each eligible employee of 100% on the first 4% of gross wages that an employee contributes to his or her account. In 2020, each named executive officer, other than Dr. Rolfe, received matching contributions of $11,400 to his or her 401(k) plan account.		Contributions to Clovis retirement plans support an important part of our executive compensation program objectives: retention.

Other Benefits

In 2020, all of the named executive officers were eligible to participate in a number of broad-based benefit programs, including health benefits and a life insurance benefit equal to two times their base salary, subject to an overall cap. Because the U.S. Internal Revenue Code imputes income on life insurance benefits above a threshold ($50,000 in 2020), we include an amount of income attributable to the taxable insurance premiums we pay. This life insurance benefit is provided to all employees and consequently applies to our named executive officers.

We maintain an employee stock purchase plan, the ESPP, which provides our employees, including our named executive officers, with an opportunity to purchase our ordinary shares at a discount on a tax-qualified basis through payroll deductions. The ESPP is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

The named executive officers also received certain perquisites, including supplemental long-term disability coverage, which we believe are necessary in light of the competitive market for talent in our industry. The total cost of these benefits is a small percentage of each named executive officers’ total compensation. The value of these benefits is reflected in the All Other Compensation column in the Summary Compensation Table.

Other Key Features of Our Executive Compensation Program

As we look to the future of the company, we have adopted policies to help drive sustainable growth by further aligning the financial interests of our executives and stockholders with long-term stock price performance, which will help limit excessive risk-taking and executive misconduct through stock ownership guidelines, minimum holding requirements, a clawback policy and an enhanced anti-hedging policy, as outlined below.

Stock Ownership Guidelines

Our stock ownership guidelines require all executive officers to hold a minimum number of shares of our stock while serving as an executive officer. The guidelines are intended to further align the interests of executive management with those of our stockholders by requiring executives to be subject to the same long-term stock price volatility our stockholders experience. The minimum threshold is based on a multiple of base compensation, equal to three times base salary for our CEO and one times base salary for all other executive officers.

When determining whether the executive officers have met the minimum threshold requirements under the policy, calculations include all shares held outright by the executive and any vested equity awards. Each executive initially has five years in order to meet his or her minimum ownership threshold (and one year after a salary increase). During this five-year phase-in period, the executive is not allowed to sell more than 50% of any vested equity awards until he or she has met the applicable minimum threshold. The policy is administered and monitored by our Chief Financial Officer under the direction of the compensation committee. Currently, each of our named executive officers is in compliance with our stock ownership guidelines.

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Minimum Holding Requirements

All new equity awards are subject to minimum holding requirements. This requires all executive officers to hold any shares obtained upon the exercise of a stock option or the vesting or settlement of other share-based awards for at least six months, except as necessary to cover the exercise price, taxes and broker commissions.

Clawback Policy

We maintain specific provisions regarding the recovery (“clawback”) of awards to deter certain types of conduct, including conduct that could affect the accuracy of our financial statements. If the board of directors determines that an executive officer has engaged in detrimental conduct that directly or indirectly results in a material misstatement in our financial statements or performance metrics, which affects the executive officer’s compensation, the board of directors may, in its discretion, seek reimbursement of any portion of performance-based equity awards earned by or incentive cash compensation paid or awarded to the executive that is greater than what would have been earned by, paid or awarded to the executive if calculated based on the restated financial statements or performance metrics. If the board of directors determines that it is appropriate to recoup incentive cash compensation or performance-based equity awards from an executive officer under this policy, the board of directors will, in its sole discretion, determine the following:

•

The amount of incentive-based cash compensation or equity compensation provided to the executive officer that is subject to recoupment, and

•

The method of recoupment, including whether to seek the return of incentive-based compensation already paid or to withhold or otherwise recoup (totally or partially) compensation that has not vested or has not been paid.

Anti-Hedging and Anti-Pledging Policies

Our Insider Trading Policy prohibits hedging, pledging, short sales and transactions involving puts, calls and other derivative securities on an exchange by any employee or director.

Impact of Accounting and Tax Requirements on Compensation

Section 162(m) of the Internal Revenue Code, or Section 162(m), generally disallows public companies a tax deduction for compensation in excess of $1 million paid to their chief executive officers and three other highly compensated executive officers (other than the chief financial officer) unless an exemption applies. The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) and, among other things, beginning in 2018, expanded the scope of the executive officers subject to Section 162(m), or the Covered Employees, to include any individual who served as the chief executive officer and chief financial officer at any time during the taxable year and the three other most highly compensated officers (other than the chief executive officer and chief financial officer) for the taxable year, and now provides that once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment.

The compensation committee periodically reviews the potential consequences of Section 162(m) with respect to the elements of our compensation program; however, given that the impact of Section 162(m) on taxes currently payable by us is mitigated by our net operating loss carryforwards and in order to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the company, the compensation committee has not limited compensation to those levels or types of compensation that would be deductible by us.

Employment Agreements

Each of our named executive officers is party to substantially similar employment agreements (described in more detail below) with Clovis. With the assistance of our compensation consultants, the compensation committee

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determined that it was advisable to enter into employment agreements with each named executive officer to ensure that the compensation and benefits provided to such executives was competitive with our publicly-traded peer companies and to ensure that we have adequate protection in the form of restrictive covenants following a termination of employment. The employment agreements with each of our named executive officers also provide for severance payments and benefits upon certain qualifying terminations of employment. For additional information about these employment agreements, see “—Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table” on page 57.

REPORT OF THE COMPENSATION COMMITTEE

Our compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based on such review and discussions, our compensation committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the year ended December 31, 2020, filed by us with the SEC.

Respectfully submitted,

The Compensation Committee of the Board of Directors

James C. Blair, Chair

Richard A. Fair

Ginger Graham

Thorlef Spickschen

The material in this report is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not to be incorporated by reference in any filing of Clovis Oncology, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Summary Compensation Table

The following table shows the compensation of our principal executive officer, our principal financial officer and our other named executive officers for the years ended 2020, 2019, and 2018.


Name and Principal Position⁽¹⁾	Year		Salary ($)⁽²⁾		Bonus ($)⁽³⁾		Option Awards ($)⁽⁴⁾		Stock Awards ($)⁽⁵⁾		All Other Compensation ($)⁽⁶⁾		Total ($)
Patrick J. Mahaffy		2020		720,670		491,858		1,994,945		—		22,046		3,229,519
President and Chief		2019		718,640		454,024		5,712,960		—		21,846		6,907,470
Executive Officer		2018		688,583		389,928		5,173,524		—		15,423		6,267,458

Daniel W. Muehl		2020		468,851		229,158		—		613,460		21,969		1,333,438
EVP and Chief Financial Officer		2019		453,683		216,359		571,182		2,317,037		21,410		3,579,671
		2018		424,000		156,169		388,014		525,870		15,530		1,509,583

Gillian C. Ivers-Read		2020		479,674		234,448		—		613,460		27,820		1,355,402
EVP and Chief		2019		464,692		221,354		380,788		1,544,691		27,368		2,638,893
Regulatory Officer		2018		448,060		180,098		474,240		642,730		18,892		1,764,020

Lindsey Rolfe⁽⁷⁾		2020		518,294		254,784		—		613,460		—		1,386,538
EVP of Clinical Development and		2019		504,656		240,553		380,788		1,544,691		14,822		2,685,510
Pharmacovigilance and		2018		486,505		195,720		474,240		642,730		19,816		1,819,011
Chief Medical Officer

Paul E. Gross		2020		473,174		231,272		—		613,460		21,704		1,339,610
EVP and General Counsel		2019		457,866		218,354		571,182		2,317,037		21,159		3,585,598

(1)	Mr. Gross qualified as a named executive officer for 2020 and 2019 but not for 2018; therefore, in accordance with SEC regulations, only compensation information commencing with the fiscal year in which he became a named executive officer is included in the Summary Compensation Table.

(2)	The amounts reported in this column reflect mid-year pay increases. For additional information, please see “—Compensation Discussion and Analysis—Analysis of 2020 Compensation Decisions—Base Salary” above.

(3)	The amounts reported in this column represent the bonuses earned by each executive with respect to performance in 2020. For additional information, please see “—Compensation Discussion and Analysis—Analysis of 2020 Compensation Decisions—Annual Performance Bonus” above.

(4)

The amounts reported in this column represent the aggregate grant date fair value of option awards granted to our named executive officers in 2020, calculated in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions and assuming, for performance-based options, the probable outcome of the performance conditions as of the grant date. For a discussion of the assumptions made in the valuation, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers.

(5)

The amounts reported in this column represent the aggregate grant date fair value of restricted stock units granted to our named executive officers in 2020, calculated in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The grant date fair value is calculated using the closing price of our common stock on the date of grant. For a discussion of the assumptions made in the valuation, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers.

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(6)	The amounts reported in this column include the cost of the following perquisites and other benefits received by our named executive officers:

•

Mr. Mahaffy. The amount reported represents an employer matching contribution to our 401(k) plan equal to $11,400, payment by us of taxable life insurance premiums equal to $2,838, and supplemental long-term disability coverage equal to $7,808.

•

Mr. Muehl. The amount reported represents an employer matching contribution to our 401(k) plan equal to $11,400, payment by us of taxable life insurance premiums equal to $2,838, and supplemental long-term disability coverage equal to $7,731.

•

Ms. Ivers-Read. The amount reported represents an employer matching contribution to our 401(k) plan equal to $11,400, payment by us of taxable life insurance premiums equal to $6,096, and supplemental long-term disability coverage equal to $10,324.

•

Mr. Gross. The amount reported represents an employer matching contribution to our 401(k) plan equal to $11,400, payment by us of taxable life insurance premiums equal to $2,838, and supplemental long-term disability coverage equal to $7,466.

(7)	Dr. Rolfe’s cash compensation was denominated in pounds sterling and was converted into U.S. dollars using the December 31, 2020 year-to-date 2020 average exchange rate of 1.281 U.S. dollars per pound.

Grants of Plan-Based Awards Table

The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers for the year ended December 31, 2020.


	Grant Date		Estimated Future Payouts Under Equity Incentive Plan Awards							All Other Option Awards: Number of Securities Underlying Option Awards (#)⁽¹⁾		Exercise Price or Base Price of Option Awards ($/Sh)⁽²⁾		Grant Date Fair Value of Option Awards ($)⁽³⁾		All Other Stock Awards: Number of Shares of Stock or Units (#)⁽⁴⁾		Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Name	Grant Date		Threshold (#)		Target (#)			Maximum (#)				Exercise Price or Base Price of Option Awards ($/Sh)⁽²⁾		Grant Date Fair Value of Option Awards ($)⁽³⁾				Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Patrick J. Mahaffy		2/3/2020		—		—			—		200,000		8.39		1,295,980		—		—
		2/3/2020		—		50,000	⁽⁶⁾		—		—		8.39		323,995		—		—
		2/13/2020		—		50,000	⁽⁷⁾		—		—		9.71		374,970		—		—
Daniel W. Muehl		1/31/2020		—		—			—		—		—		—		74,000		613,460
Gillian C. Ivers-Read		1/31/2020		—		—			—		—		—		—		74,000		613,460
Lindsey Rolfe		1/31/2020		—		—			—		—		—		—		74,000		613,460
Paul E. Gross		1/31/2020		—		—			—		—		—		—		74,000		613,460

(1)

The amounts reported in this column represent grants of options to purchase our common stock, twenty-five percent of which will vest on the one-year anniversary of the date of grant, and the remainder will vest in substantially equal installments over the 36 months immediately following such anniversary, subject to continued employment through such date.

(2)	The exercise price of the options was set at the fair market value of one share of our common stock at the time of the grant.

(3)

The amounts reported in this column represent the aggregate grant date fair value of option awards granted to our named executive officers in 2020 computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions and assuming, for performance-based options, the probable outcome of the performance conditions as of the grant date. For a discussion of the assumptions made in the valuation, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

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(4)	The amounts reported in this column represent grants of restricted stock units, twenty-five percent of which will vest on the one-year anniversary of the date of grant, and the remainder will vest in substantially equal installments over the 12 quarters immediately following such anniversary.

(5)

The amounts reported in this column represent the aggregate grant date fair value of restricted stock units granted to our named executive officers in 2020, computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The grant date fair value is calculated using the closing price of our common stock on the date of grant. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, for a discussion of the assumptions used to calculate these values.

(6)

Represents the grant of options to purchase our common stock, with vesting contingent upon product revenues for our fiscal year ending December 31, 2020 meeting or exceeding the corresponding budgeted amount in the company’s budget as approved by the board of directors on February 13, 2020. These criteria were not achieved, and the options were forfeited.

(7)

Represents the grant of options to purchase our common stock, with vesting contingent upon the submission of an Investigational New Drug application to the U.S. Food and Drug Administration for the company’s product candidate FAP-2286 by December 31, 2020. As announced by the company is a news release dated December 29, 2020, this condition was met, and the options vested.

Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements with Messrs. Mahaffy, Muehl and Gross, Ms. Ivers-Read, and Dr. Rolfe

We are a party to employment agreements with Messrs. Mahaffy, Muehl and Gross, Ms. Ivers-Read, and Dr. Rolfe. The agreements are substantially the same other than differences in base salary, target annual bonus percentages and severance.

The employment agreements for Messrs. Mahaffy, Muehl and Gross, Ms. Ivers-Read, and Dr. Rolfe provide for an annual base salary, which for 2020 was $720,670, $470,066, $474,400, $480,917 and $522,632, respectively. Additionally, for 2020 the target annual bonuses were set at 70% of his annual base salary for Mr. Mahaffy and 50% of their respective annual base salaries for Messrs. Muehl and Gross, Ms. Ivers-Read and Dr. Rolfe.

In the event that a named executive officer’s employment is terminated by us without “just cause” (as defined in the employment agreement) or by the executive for “good reason” (as defined in the employment agreement), the executive will, subject to his or her execution of a general release of claims and continued compliance with any restrictive covenants, be entitled to:

•

Any earned but unpaid bonus for the calendar year immediately preceding the calendar year of termination;

•

Continuation of his or her then-current base salary during the “severance period;” and

•

Payment of an applicable percentage (the percentage of employee health care premium costs covered by us as of the date of termination) of the executive’s COBRA premiums during the severance period.

For purposes of the employment agreements, the term “severance period” generally means nine months for Mr. Mahaffy and six months for each of Messrs. Muehl and Gross, Ms. Ivers-Read, and Dr. Rolfe, except that the severance period will increase to 24 months for Mr. Mahaffy and 12 months for each of Messrs. Muehl and Gross, Ms. Ivers-Read, and Dr. Rolfe in the event that such termination occurs during the 12 months following a “change in control” (as defined in the employment agreements). Additionally, in the event that such termination occurs within 12 months following a change in control, the executives will also be entitled to (x) accelerated vesting of all outstanding equity awards, and (y) an amount equal to the executive’s then-current target bonus, payable in equal monthly installments during the severance period.

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Following any termination of a named executive officer’s employment, he or she will be subject to customary non-compete restrictions for six months (or in the case of Mr. Mahaffy, nine months) and also customary non-solicit restrictions with respect to employees and customers for 12 months.

Stock Plan

We maintain the 2020 Plan, which we adopted to afford our compensation committee with the flexibility of allowing grants of a wide variety of equity awards to our key employees, directors and consultants, including incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. The 2020 Plan is designed to assist us in attracting, retaining, motivating and rewarding key employees, directors, and consultants, and promoting the creation of long-term value for our stockholders by closely aligning the interests of the participants with those of our stockholders. Prior to stockholder approval of the 2020 Plan, we maintained the 2011 Plan. No grants were made under the 2011 Plan following stockholder approval of the 2020 Plan, but the 2011 Plan remains in effect with respect to outstanding awards granted thereunder. During the fiscal year ended December 31, 2020, we granted options to purchase our common stock to certain of our named executive officers and RSUs to certain of our named executive officers pursuant to the 2011 Plan. For a discussion of such option and RSU grants, please see “—Compensation Discussion and Analysis—Analysis of 2020 Compensation Decisions—Equity Compensation” above, as well as the footnotes accompanying the “Grants of Plan-Based Awards Table” above.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers at December 31, 2020.


Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexcercised Unearned Options (#)			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Patrick J. Mahaffy		3/1/2012		150,000			—			—			24.74		3/1/2022		—		—
		3/1/2013		200,000			—			—			21.81		3/1/2023		—		—
		1/10/2014		200,000			—			—			73.98		1/10/2024		—		—
		3/2/2015		50,000			—			—			79.05		3/2/2025		—		—
		3/27/2017		70,312			4,688	⁽¹⁾		—			68.31		3/27/2027		—		—
		3/27/2017		75,000			—			—			68.31		3/27/2027		—		—
		3/1/2018		82,500			37,500	⁽¹⁾		—			58.43		3/1/2028		—		—
		2/1/2019		91,666			108,334	⁽¹⁾		—			25.75		2/1/2029		—		—
		2/3/2020		—			200,000	⁽¹⁾		—			8.39		2/3/2030		—		—
		2/3/2020		50,000	⁽²⁾		—			—			8.39		2/3/2030		—		—
		2/13/2020		—			—			50,000	⁽³⁾		9.71		2/13/2030		—		—
TOTAL				969,478			350,522			50,000							—		—

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Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexcercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
Daniel W. Muehl		7/6/2015		35,000		—			—		84.83		7/6/2025		—			—
		3/1/2016		5,000		—			—		19.37		3/1/2026		—			—
		3/1/2016		7,500		—			—		19.37		3/1/2026		—			—
		8/25/2016		17,500		—			—		22.73		8/25/2026		—			—
		9/1/2016		20,000		—			—		23.59		9/1/2026		—			—
		3/27/2017		14,062		938	⁽¹⁾		—		68.31		3/27/2027		—			—
		3/27/2017		—		—			—		—		—		469	⁽⁴⁾		2,251
		3/1/2018		6,187		2,813	⁽¹⁾		—		58.43		3/1/2028		—			—
		3/1/2018		—		—			—		—		—		2,813	⁽⁴⁾		13,502
		2/1/2019		7,498		8,862	⁽¹⁾		—		25.75		2/1/2029		—			—
		2/1/2019		6,249		7,385	⁽¹⁾		—		25.75		2/1/2029		—			—
		2/1/2019		—		—			—		—		—		23,007	⁽⁴⁾		110,434
		2/1/2019		—		—			—		—		—		27,608	⁽⁴⁾		132,518
		1/31/2020		—		—			—		—		—		74,000	⁽⁴⁾		355,200
TOTAL				118,996		19,998			—						127,897			613,905
Gillian C. Ivers-Read		3/1/2012		50,000		—			—		24.74		3/1/2022		—			—
		3/1/2013		75,000		—			—		21.81		3/1/2023		—			—
		1/10/2014		70,000		—			—		73.98		1/10/2024		—			—
		3/2/2015		17,500		—			—		79.05		3/2/2025		—			—
		3/2/2015		8,750		—			—		79.05		3/2/2025		—			—
		3/27/2017		18,750		1,250	⁽¹⁾		—		68.31		3/27/2027		—			—
		3/27/2017		—		—			—		—		—		625	⁽⁴⁾		3,000
		3/1/2018		7,562		3,438	⁽¹⁾		—		58.43		3/1/2028		—			—
		3/1/2018		—		—			—		—		—		3,438	⁽⁴⁾		16,502
		2/1/2019		9,164		10,832	⁽¹⁾		—		25.75		2/1/2029		—			—
		2/1/2019		—		—			—		—		—		33,744	⁽⁴⁾		161,971
		1/31/2020		—		—			—		—		—		74,000	⁽⁴⁾		355,200
TOTAL				256,726		15,520			—						111,807			536,673
Lindsey Rolfe		3/1/2012		30,000		—			—		24.74		3/1/2022		—			—
		3/1/2013		40,000		—			—		21.81		3/1/2023		—			—
		1/10/2014		17,500		—			—		73.98		1/10/2024		—			—
		2/27/2014		35,000		—			—		78.38		2/27/2024		—			—
		3/2/2015		12,500		—			—		79.05		3/2/2025		—			—
		8/3/2015		35,000		—			—		85.65		8/3/2025		—			—
		3/27/2017		18,750		1,250	⁽¹⁾		—		68.31		3/27/2027		—			—
		3/27/2017		—		—			—		—		—		625	⁽⁴⁾		3,000
		3/1/2018		7,562		3,438	⁽¹⁾		—		58.43		3/1/2028		—			—
		3/1/2018		—		—			—		—		—		3,438	⁽⁴⁾		16,502
		2/1/2019		9,164		10,832	⁽¹⁾		—		25.75		2/1/2029		—			—
		2/1/2019		—		—			—		—		—		33,744	⁽⁴⁾		161,971
		1/31/2020		—		—			—		—		—		74,000	⁽⁴⁾		355,200
TOTAL				205,476		15,520			—						111,807			536,673

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Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexcercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
Paul E. Gross		1/25/2016		60,000		—					22.99		1/25/2026		—			—
		3/27/2017		14,062		938	⁽¹⁾				68.31		3/27/2027		—			—
		3/27/2017		—		—			—		—		—		469	⁽⁴⁾		2,251
		3/1/2018		6,187		2,813	⁽¹⁾		—		58.43		3/1/2028		—			—
		3/1/2018		—		—			—		—		—		2,813	⁽⁴⁾		13,502
		2/1/2019		7,498		8,862	⁽¹⁾		—		25.75		2/1/2029		—			—
		2/1/2019		6,249		7,385	⁽¹⁾		—		25.75		2/1/2029		—			—
		2/1/2019		—		—			—		—		—		23,007	⁽⁴⁾		110,434
		2/1/2019		—		—			—		—		—		27,608	⁽⁴⁾

SEC Form DEF 14A filed by Clovis Oncology, Inc.