DEF 14A

Daniel Tassé

Chief Executive Officer and Director

Sébastien Robitaille

Chief Financial Officer

Dr. Pharis Mohideen

Chief Medical Officer

DEF 14A 1 d140648ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 14a-12

DBV Technologies S.A.

(Name of Registrant as Specified In Its Charter)

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

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Dear Fellow Shareholders,

DBV Technologies was founded on the belief that children with food allergies, their families, and the allergists who treat them, need and deserve multiple treatment options. We believe that our lead product candidate, Viaskin Peanut, has a profile that is important to many families and allergists, and our primary goal is its potential approval in the United States and European Union.

The first half of 2020 was a challenging time for us as we navigated the U.S. regulatory pathway for Viaskin Peanut. When we began the year in January, the Biologic License Application (BLA) for Viaskin Peanut, which we had submitted and filed in 2019, was under review with the Food and Drug Administration (FDA). On March 16, 2020, the FDA contacted DBV to inform us that it was cancelling the Advisory Committee for Viaskin Peanut and that, during its ongoing review of the BLA, it had identified questions regarding efficacy, including the impact of patch-site adhesion.

By May 2020, DBV was facing an uncertain regulatory path for Viaskin Peanut and operating in an industry and world upended by the global COVID-19 pandemic. Although DBV had provided adhesion data to the FDA to potentially supplement the Viaskin Peanut BLA, and our FDA target action date of August 5, 2020 remained unchanged, we began to plan for scenarios other than a timely Viaskin Peanut approval. We considered all realistic alternative regulatory scenarios and each one resulted in a significant delay to the transformation of DBV from a clinical-stage biotechnology company to a commercial-stage one with healthy product revenues.

Chief Executive Officer Daniel Tassé recognized that DBV would likely encounter significant financial pressure in the near-term with limited ability to responsibly raise the additional capital necessary for DBV to remain a competitive and viable clinical-stage company. In June, and after several meetings, Daniel and the Board of Directors made the very difficult and necessary decision to reduce the size of DBV and the scope of its operations to maximize the length of time that DBV’s cash could support its operations. On June 26, 2020, DBV initiated a global cost-containment program that included pausing several programs, suspending several activities, shifting selected functions to external business partners, and reducing the workforce. A corporate restructuring is always a difficult and complex process. However, DBV emerged a leaner organization with greater financial flexibility, all critical functions retained, high quality teams, and a cash position that is expected to support DBV operations into the second half of 2022.

On August 3, 2020, DBV received a Complete Response Letter from the FDA regarding the BLA for Viaskin Peanut. The FDA indicated it could not approve the Viaskin Peanut BLA in its current form and identified several issues, including their concern regarding the impact of patch-site adhesion on efficacy. The DBV executive management team, supported by a comprehensive working group of internal and external experts, immediately began crafting a plan to address the FDA’s concerns and clarify a clinical and regulatory path forward for Viaskin Peanut in the United States. We submitted the plan to the FDA in the fourth quarter of 2020, and in January 2021, the FDA provided clear guidance on a well-defined path forward for a modified Viaskin Peanut. I am very pleased to report that DBV continues to make significant progress, in dialogue with the FDA, in advancing the clinical and regulatory development plan for a modified Viaskin Peanut.

I am also pleased to report that the European Medicines Agency (EMA) review of the Marketing Authorization Application (MAA) for Viaskin Peanut is progressing according to our expectations and consistent with our pre-filing exchanges with the EMA. In the fourth quarter of 2020, DBV submitted the MAA, and the EMA confirmed the application was sufficiently complete to begin their review. We expect to provide further updates as the EMA’s review progresses.

Looking ahead to 2021 and beyond, I believe DBV is strongly positioned for the future. We remain steadfast in our commitment to bring Viaskin Peanut to potential approval in the United States and European Union, and we are driven every day by our foundational belief that children with food allergies, their families, and the allergists who treat them, need and deserve multiple treatment options.

Sincerely,

/s/ Michel de Rosen

Michel de Rosen

April 26, 2021

DBV Technologies S.A.

177-181 Avenue Pierre Brossolette

92120 Montrouge France

NOTICE OF ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS

To Be Held at 2:00 p.m. Paris Time on Wednesday, May 19, 2021

To Shareholders of DBV Technologies S.A.:

The 2021 Annual Combined General Meeting of Shareholders (the “Annual General Meeting”) of DBV Technologies S.A. (the “Company”), a French société anonyme, will be held on Wednesday, May 19, 2021 at 2:00 p.m. Paris time at the Company’s headquarters located at 177-181 Avenue Pierre Brossolette, 92120 Montrouge, France* in closed session without the physical presence of shareholders and other persons entitled to attend in accordance notably with Article 4 of Order No. 2020-321 of March 25, 2020 (as amended and extended by Order No. 2020-1497 of 2 December 2020 and Decree no. 2021-255 of 9 March 2021) to consider the following actions, as more fully described in the accompanying proxy statement:

Within the authority of the Ordinary Shareholders’ Meeting:

Approval of the annual financial statements for the year ended on December 31, 2020,

Approval of the consolidated financial statements for the year ended on December 31, 2020,

Allocation of income for the year ended on December 31, 2020,

Allocation of the accumulated deficit to the “Additional paid-in capital”,

Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements,

Renewal of the term of office of Julie O’Neill as director,

Renewal of the term of office of Viviane Monges as director,

Appointment of Ms. Adora Ndu to replace Mr. Torbjörn Bjerke as director,

Appointment of Mr. Ravi Rao as director,

10.

Ratification of the provisional appointment of Timothy E. Morris as director,

11.

Determination of the annual fixed sum to be allocated to the members of the Board of Directors,

12.

Approval of the compensation policy for the Chairman of the Board of Directors and for the Board members,

13.

Approval of the compensation policy for the Chief Executive Officer and/or any other executive corporate officer,

14.

Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer,

15.

Advisory opinion on the opportunity to consult shareholders each year on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,

16.

Advisory opinion on the opportunity to consult shareholders every two years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,

17.

Advisory opinion on the opportunity to consult shareholders every three years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,

18.

Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code,

19.

Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Michel de Rosen, Chairman of the Board of Directors,

20.

Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Daniel Tassé, Chief Executive Officer,

21.

Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Marie-Catherine Théréné, Deputy Chief Executive Officer until September 17, 2020,

22.

Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, purpose, terms, and maximum amount, suspension during a public offering period,

Within the authority of the Extraordinary Shareholders’ Meeting:

23.

Authorization to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, maximum amount, suspension during a public offering period,

24.

Delegation of powers to the Board of Directors to issue ordinary shares, giving, as necessary, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company) and/or securities giving access to ordinary shares (of the Company or of a Group company) with pre-emptive rights, suspension during a public offering period,

25.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer (excluding the offers set out in section 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer, suspension during a public offering period,

26.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, suspension during a public offering period,

27.

Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year,

28.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares, giving, if applicable, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of categories of persons with certain characteristics, suspension during a public offering period,

29.

Authorization to increase the total amount of issues,

30.

Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any merger-absorption, demerger, or partial contribution of assets,

31.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of a merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the thirtieth resolution, suspension during a public offering period,

32.

Overall limit on the maximum authorized amounts set under the 25^th, 26^th, 28^th and 31^st resolutions of this Meeting and the 28^th resolution of the General Meeting of April 20, 2020,

33.

Delegation of powers to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition

of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights, reserved for a category of persons, suspension during a public offering period,

34.

Delegation of powers to be granted to the Board of Directors to increase the share capital by means of the issue of ordinary shares and/or securities giving access to capital, with pre-emptive subscription rights waived in favor of members of a company savings plan pursuant to Articles L.3332-18 et seq. of the French Labor Code,

35.

Authorization to be granted to the Board of Directors to allocate free existing and/or future shares to members of staff and/or certain corporate officers of the Company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, duration of vesting periods specifically in respect of disability and, if applicable, holding periods,

36.

Authorization to be granted to the Board of Directors to grant share subscription and/or purchase options (stock options) to members of staff and/or certain corporate officers of the company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, strike price, maximum term of the option,

37.

Amendment of Article 13 of the by-laws in order to set the age limit for the Chairman of the Board of Directors at 75 years of age, and,

38.

Powers to complete formalities.

In accordance notably with Article 4 of Order No. 2020-321 of 25 March 2020 adapting the rules for meetings and deliberations of meetings and governing bodies of legal persons and entities without legal personality under private law due to the COVID-19 pandemic, as amended and extended, among others, by Order No. 2020-1497 of 2 December 2020 extending and amending Order No. 2020-321 of 25 March 2020 and by Decree no. 2021-255 of 9 March 2021 extending the period of application of Order No. 2020-321 of 25 March 2020, Decree no. 2020-418 of 10 April 2020 and Decree no. 2020-629 of 25 May 2020, the Annual General Meeting will be held in closed session without the physical presence of shareholders and other persons entitled to attend. On May 19, 2021, starting at 2:00 p.m. Paris time, the Annual General Meeting will be webcast with live audio on our website https://www.dbv-technologies.com/fr/ in the Events and Presentations section. The recorded webcast of the General Meeting will remain accessible on the Company’s website for two years following the date of the General Meeting.

Therefore, we invite you to participate in this meeting by giving a proxy to the chairman of the Annual General Meeting, granting your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union,, voting by electronic mail via the secure platform Votaccess or voting by using your proxy card as described below.

These proxy materials will be mailed by Citibank, N.A. (the “Depositary”) on or about April 28, 2021 to all holders of the Company’s American Depositary Shares (“ADSs”), each representing one-half of one ordinary share of the Company, having a nominal value of €0.10 per share (the “Ordinary Shares” or “Shares”). Our registrar, Société Générale Securities Services, will commence mailing proxy materials to all holders of the Company’s Ordinary Shares on or about May 3, 2021, in accordance with French law and requirements.

In accordance with Article R. 225-85 of the French Commercial Code, if you are holder of Ordinary Shares that are registered in your name or in the name of an intermediary duly registered on your behalf as of Monday, May 17, 2021 at midnight Paris time, which is the second business day prior to the meeting (the “Ordinary Share Record Date”), either in the registered share accounts or in the bearer share accounts held by their authorized intermediary, you will be eligible to vote your Ordinary Shares. You may (i) grant your voting proxy directly to the chairman of the Annual General Meeting (ii) grant your voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union, (iii) vote by submitting your proxy card by mail or (iv) vote by electronic mail via the secure platform Votaccess. If you vote in advance of the Annual General Meeting, you may change your vote provided that your request is received by the Company within the applicable time limits described in this proxy statement.

If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank or other nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary Shares, and not ADS holders, are entitled to vote directly at the Annual General Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as April 21, 2021 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain, complete and timely return at or prior to 10:00 a.m. Eastern Time on May 12, 2021 a voting instruction form from the Depositary, if you are a registered holder of ADSs, or from your broker, bank or other nominee in accordance with any instructions provided therefrom.

YOUR VOTE IS IMPORTANT. Please read the proxy statement and the accompanying materials. No matter how many Ordinary Shares or ADSs you own, please submit your proxy card or voting instruction form, as applicable, in accordance with the procedures described above.

We appreciate your continued support of DBV Technologies S.A. and look forward to receiving your vote.


By order of the board of directors,

/s/ Daniel Tassé
		Daniel Tassé
		Chief Executive Officer

* We are monitoring the situation regarding the ongoing COVID-19 pandemic closely and we will monitor the need to potentially alter the date, time or organization of the Annual General Meeting. If we take any additional steps in light of the ongoing COVID-19 pandemic, we will announce the relevant changes in advance by a press release and the filing of additional proxy materials with the Securities and Exchange Commission. Please monitor our website at https://www.dbv-technologies.com/investor-relations/ for updated information and if you intend to view the webcast of the Annual General Meeting, please check the website in advance of the meeting.

TABLE OF CONTENTS


	PAGE
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		3
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		14
REPORT OF AUDIT COMMITTEE		26
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		27
EXECUTIVE OFFICER COMPENSATION		28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		36
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		39
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		40
PROPOSAL NOS. 1 TO 4: APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS, APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS, ALLOCATION OF INCOME AND ALLOCATION OFF ACCUMULATED DEFICIT		46
PROPOSAL NO. 5 STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND ACKNOWLEDGMENT OF THE ABSENCE OF THE NEW REGULATED AGREEMENTS		48
PROPOSAL NOS. 6 TO 10 RENEWAL OF TERM OF JULIE O’NEILL, RENEWAL OF TERM OF VIVIANE MONGES, APPOINTMENT OF ADORA NDU, APPOINTMENT OF RAVI RAO AND RATIFICATION OF PROVISIONAL APPOINTMENT OF TIMOTHY E. MORRIS AS DIRECTORS		49
PROPOSAL NOS. 11 TO 13: DETERMINATION OF THE ANNUAL FIXED AMOUNT TO BE ALLOCATED TO THE MEMBERS OF THE BOARD OF DIRECTORS, APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS AND FOR THE DIRECTORS AND APPROVAL OF THE COMPENSATION POLICY FOR THE CHIEF EXECUTIVE OFFICER AND/OR ANY OTHER EXECUTIVE CORPORATE OFFICER		51
PROPOSAL NO. 14: ADVISORY OPINION ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS OTHER THAN THE CHIEF EXECUTIVE OFFICER		52
PROPOSAL NOS. 15 TO 17: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION		53
PROPOSAL NO. 18: APPROVAL OF THE INFORMATION SET OUT IN SECTION I OF THE ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE		54
PROPOSAL NO. 19: APPROVAL OF THE FIXED, VARIABLE AND NON-RECURRING COMPONENTS OF OVERALL COMPENSATION AND BENEFITS OF ALL TYPES PAID OR ASSIGNED DURING THE YEAR ENDED TO MICHEL DE ROSEN, CHAIRMAN OF THE BOARD OF DIRECTORS		55
PROPOSAL NO. 20: APPROVAL OF THE FIXED, VARIABLE AND NON-RECURRING COMPONENTS OF OVERALL COMPENSATION AND BENEFITS OF ALL TYPES PAID OR ASSIGNED DURING THE YEAR ENDED TO DANIEL TASSÉ, CHIEF EXECUTIVE OFFICER		56
PROPOSAL NO. 21: APPROVAL OF THE FIXED, VARIABLE AND NON-RECURRING COMPONENTS OF OVERALL COMPENSATION AND BENEFITS OF ALL TYPES PAID OR ASSIGNED DURING THE YEAR ENDED TO CATHERINE THÉRÉNÉ, DEPUTY CHIEF EXECUTIVE OFFICER		57
PROPOSAL NO. 22 AUTHORIZATION TO BUY BACK COMPANY SHARES		58
PROPOSAL NO. 23: AUTHORIZATION TO THE BOARD OF DIRECTORS FOR THE COMPANY TO CANCEL THE SHARES BOUGHT BACK PURSUANT TO ARTICLE L. 22-10-62 OF THE FRENCH COMMERCIAL CODE SUSPENSION DURING A PUBLIC OFFERING PERIOD		60


	PAGE
PROPOSALS 24-29: FINANCIAL AUTHORIZATIONS		61
PROPOSAL NO. 25: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES GIVING ACCESS, AS THE CASE MAY BE, TO ORDINARY SHARES OR TO THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR A GROUP COMPANY), AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR A GROUP COMPANY), WITHOUT PRE-EMPTIVE RIGHTS, BY MEANS OF A PUBLIC OFFER (EXCLUDING THE OFFERS SET OUT IN SECTION 1 OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE), AND/OR AS CONSIDERATION FOR SECURITIES IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER SUSPENSION DURING A PUBLIC OFFERING PERIOD		65
PROPOSAL NO. 26: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES GIVING ACCESS, AS THE CASE MAY BE, TO ORDINARY SHARES OR TO THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR A GROUP COMPANY), AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR A GROUP COMPANY), WITHOUT PRE-EMPTIVE RIGHTS, BY MEANS OF A PUBLIC OFFER REFERRED TO IN PARAGRAPH 1 OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE SUSPENSION DURING A PUBLIC OFFERING PERIOD		67
PROPOSAL NO. 27: AUTHORIZATION, IN THE EVENT OF AN ISSUE WITHOUT PRE-EMPTIVE RIGHTS, TO SET THE ISSUE PRICE ACCORDING TO THE TERMS SET BY THE GENERAL MEETING, WITHIN A LIMIT OF 10% OF THE CAPITAL PER YEAR		68
PROPOSAL NO. 28: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES, GIVING, IF APPLICABLE, ACCESS TO ORDINARY SHARES OR THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR A GROUP COMPANY) AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR A GROUP COMPANY), WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF CATEGORIES OF PERSONS WITH CERTAIN CHARACTERISTICS, SUSPENSION DURING A PUBLIC OFFERING PERIOD		69
PROPOSAL NO. 29: AUTHORIZATION TO INCREASE THE TOTAL AMOUNT OF ISSUES		71
PROPOSAL NO. 30: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF DECIDING ON ANY MERGER-ABSORPTION, DEMERGER, OR PARTIAL CONTRIBUTION OF ASSETS		72
PROPOSAL NO. 31: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES GIVING ACCESS TO ORDINARY SHARES OR TO THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR OF A GROUP COMPANY), AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR OF A GROUP COMPANY), IN THE CONTEXT OF A MERGER, DEMERGER OR PARTIAL CONTRIBUTION OF ASSETS DECIDED BY THE BOARD OF DIRECTORS PURSUANT TO THE DELEGATION REFERRED TO IN THE TWENTY-SEVENTH RESOLUTION, SUSPENSION DURING A PUBLIC OFFERING PERIOD		73
PROPOSAL NO. 32 OVERALL LIMIT ON THE MAXIMUM AUTHORIZED AMOUNTS SET UNDER THE 25^TH, 26^TH, 28^TH AND 31^ST RESOLUTIONS OF THIS GENERAL MEETING AND THE 28^TH RESOLUTION OF THE GENERAL MEETING OF APRIL 20, 2020		75
RESOLUTIONS 33 TO 36: EQUITY RESOLUTIONS		76
PROPOSAL NO. 33 DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO ISSUE STOCK WARRANTS (BSA), SUBSCRIPTION AND/OR ACQUISITION OF NEW AND/OR EXISTING STOCK WARRANTS (BSAANE) AND/OR SUBSCRIPTION AND/OR ACQUISITION OF NEW AND/OR EXISTING REDEEMABLE STOCK WARRANTS (BSAAR) WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, RESERVED FOR CATEGORIES OF PERSONS, SUSPENSION DURING A PUBLIC OFFERING PERIOD		77


	PAGE
PROPOSAL NO. 34: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF THE MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE		80
PROPOSAL NO. 35: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO ALLOCATE FREE SHARES TO MEMBERS OF STAFF AND/OR CERTAIN CORPORATE OFFICERS.		81
PROPOSAL NO. 36: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION AND/OR PURCHASE OPTIONS (STOCK OPTIONS) TO MEMBERS OF STAFF (AND/OR CERTAIN CORPORATE OFFICERS)		84
PROPOSAL NO. 37: AMENDMENT OF ARTICLE 13 OF THE BY-LAWS		88
PROPOSAL NO. 38: POWERS TO COMPLETE FORMALITIES		89
CODE OF BUSINESS CONDUCT AND ETHICS		90
OTHER MATTERS		90
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR		90
ANNEX A: ENGLISH TRANSLATION OF FULL TEXT OF RESOLUTIONS TO BE VOTED ON AT THE ANNUAL GENERAL MEETING		91
ANNEX B: COMPENSATION POLICY FOR CORPORATE OFFICERS (SAY ON PAY EX ANTE)		113
ANNEX C – Part 1: APPROVAL OF INFORMATION REFERRED TO IN ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE		121
ANNEX C – Part 2: APPROVAL OF FIXED, VARIABLE AND EXCEPTIONAL ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE PREVIOUS FINANCIAL YEAR OR AWARDED FOR SAID FINANCIAL YEAR TO THE CORPORATE OFFICERS		122
ANNEX D: ACHIEVEMENT AGAINST ANNUAL CORPORATE OBJECTIVES		125

iii

DBV Technologies S.A.

177-181 Avenue Pierre Brossolette

92120 Montrouge France

PROXY STATEMENT

FOR THE 2021 ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS

To Be Held at 2:00 p.m. Paris Time on Wednesday, May 19, 2021

This proxy statement and the enclosed form of proxy are furnished to holders of Ordinary Shares and ADSs in connection with the solicitation of proxies by our board of directors for use at the 2021 Annual Combined General Meeting of shareholders of DBV Technologies S.A. (the “Company”), a French société anonyme, and any postponements, adjournments or continuations thereof (the “Annual General Meeting”). The Annual General Meeting will be held on Wednesday, May 19, 2021 at 2:00 p.m. Paris time at 177-181 Avenue Pierre Brossolette, 92120 Montrouge, France. In accordance notably with Article 4 of Order No. 2020-321 of 25 March 2020 adapting the rules for meetings and deliberations of meetings and governing bodies of legal persons and entities without legal personality under private law due to the COVID-19 pandemic, as amended and extended, among others, by notably Order No. 2020-1497 of 2 December 2020 extending and amending Order No. 2020-321 of 25 March 2020, and by Decree no. 2021-255 of 9 March 2021 extending the period of application of Order No. 2020-321 of 25 March 2020, Decree no. 2020-418 of 10 April 2020 and Decree no. 2020-629 of 25 May 2020, the Annual General Meeting will be held in closed session without the physical presence of shareholders and other persons entitled to attend. On May 19, 2021, starting at 2:00 p.m. Paris time, the Annual General Meeting will be webcast with live audio on our website https://www.dbv-technologies.com/fr/ in the Events and Presentations section. Shareholders will also be able to access the recorded webcast of the General Meeting on the Company’s website for two years following the date of the General Meeting.

If we take any additional steps in light of the COVID-19 pandemic, we will announce the relevant changes in advance by a press release and the filing of additional proxy materials with the Securities and Exchange Commission (“SEC”). Please monitor our website at https://https://www.dbv-technologies.com/investor-relations/ for updated information and if you intend to view the webcast of the meeting, please check the website in advance of the meeting. In this proxy statement references to “DBV,” “the company,” “our company,” “we,” “us” and “our” refer to DBV Technologies S.A. and our consolidated subsidiaries.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on May 19, 2021:

The proxy statement and annual report are available at: https://www.dbv-technologies.com/investor-relations/financial-information/annual-reports/

You may also request paper copies of materials by contacting:

DBV Technologies S.A.

177-181 avenue Pierre Brossolette

92120 Montrouge, France

Attention: Legal Department

Email: investors@dbv-technologies.com

Citibank, N.A., as the depositary (the “Depositary”), or a broker, bank or other nominee, will provide the proxy materials to holders of American Depositary Shares, each representing one-half of one Ordinary Share (“ADSs”). We expect the Depositary will mail the proxy materials to ADS holders on or about April 28, 2021. Our registrar, Société Générale Securities Services, will commence mailing of proxy materials to all holders of our ordinary shares, nominal value €0.10 per shares (“Ordinary Shares”), on or about May 3, 2021, in accordance with French law and requirements.

Although not part of this proxy statement, we are also sending, along with this proxy statement, our 2020 Annual Report on Form 10-K, which includes our financial statements prepared in accordance with U.S. GAAP for the fiscal year ended December 31, 2020.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

What matters will be voted at the Annual General Meeting?

There are 38 proposed resolutions (the “Proposals”) scheduled to be considered and voted on at the Annual General Meeting:

Within the authority of the Ordinary Shareholders’ Meeting:

Approval of the annual financial statements for the year ended on December 31, 2020,

Approval of the consolidated financial statements for the year ended on December 31, 2020,

Allocation of income for the year ended on December 31, 2020,

Allocation of the accumulated deficit to the “Additional paid-in capital”,

Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements,

Renewal of the term of office of Julie O’Neill as director,

Renewal of the term of office of Viviane Monges as director,

Appointment of Ms. Adora Ndu to replace Mr. Torbjorn Bjerke as director,

Appointment of Mr. Ravi Rao as director,

10.

Ratification of the provisional appointment of Timothy E. Morris as director,

11.

Determination of the annual fixed sum to be allocated to the members of the Board of Directors,

12.

Approval of the compensation policy for the Chairman of the Board of Directors and for the Board members,

13.

Approval of the compensation policy for the Chief Executive Officer and/or any other executive corporate officer,

14.

Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer,

15.

Advisory opinion on the opportunity to consult shareholders each year on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,

16.

Advisory opinion on the opportunity to consult shareholders every two years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,

17.

Advisory opinion on the opportunity to consult shareholders every three years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,

18.

Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code,

19.

20.

Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Daniel Tassé, Chief Executive Officer,

21.

22.

Within the authority of the Extraordinary Shareholders’ Meeting:

23.

24.

25.

26.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, suspension during a public offering period,

27.

Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year,

28.

29.

Authorization to increase the total amount of issues,

30.

Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any merger-absorption, demerger, or partial contribution of assets,

31.

32.

Overall limit on the maximum authorized amounts set under the 25^th, 26^th, 28^th and 31^st resolutions of this Meeting and the 28^th resolution of the General Meeting of April 20, 2020,

33.

Delegation of powers to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights, reserved for a category of persons, suspension during a public offering period,

34.

35.

36.

37.

Amendment of Article 13 of the by-laws in order to set the age limit for the Chairman of the Board of Directors at 75 years of age, and

38.

Powers to complete formalities.

What if another matter is properly brought before the meeting?

At this time, the board of directors is unaware of any matters to be presented at the Annual General Meeting, other than as set forth above and the possible additional shareholder resolutions that may properly be submitted before the Annual General Meeting in accordance with applicable French law.

Holders of Ordinary Shares: To address the possibility of another matter being presented at the Annual General Meeting, holders of Ordinary Shares may use their proxy card to (i) abstain from voting on such matters, (ii) vote “AGAINST” on such matters, or (iii) grant a proxy to the chairman of the Annual General Meeting to vote on any new matters that are proposed during the meeting, or (iv) grant a voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union. If no instructions are given with respect to matters about which we are currently unaware, your Ordinary Shares will not be voted on such matters.

If a holder of Ordinary Shares chooses to grant a proxy to the chairman of the Annual General Meeting, with respect to either all matters or only any additional matters not disclosed in this proxy statement, the chairman of the Annual General Meeting shall issue a vote in favor of adopting such undisclosed resolutions submitted or approved by the board of directors and a vote against adopting any other such undisclosed resolutions.

Holders of ADSs: Ordinary Shares underlying ADSs will not be voted on any matter not disclosed in the proxy statement.

Why is the Company soliciting my proxy?

Our board of directors is soliciting your proxy to vote at the 2021 annual meeting of shareholders to be held at the Company’s headquarters located at 177-181 Avenue Pierre Brossolette – 92120 Montrouge, France, on Wednesday, May 19, 2021, at 2:00 p.m. Paris time in closed session without the physical presence of the

shareholders and any adjournments or postponements of the meeting, which we refer to as the annual meeting. This proxy statement, along with the accompanying Notice of Annual Meeting of Shareholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

We have sent you this proxy statement, the Notice of Annual Meeting of Shareholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 because you owned our ordinary shares or ADSs on April 21, 2021. We intend to commence distribution of the proxy materials to shareholders on or about May 3, 2021, in accordance with French law and requirements.

Who may vote?

Ordinary shareholders of record and bearer shareholders

In accordance with article R. 225-85 of the French Commercial Code, only those holders of ordinary shares who can prove their status by having their shares registered in their name, or in the name of an intermediary duly registered on their behalf, on the second business day prior to the meeting, i.e. Monday, May 17, 2021 at midnight Paris time (the “Ordinary Share Record Date”), either in the registered share accounts or in the bearer share accounts held by their authorized intermediary, will be eligible to vote.

For registered shareholders, this registration in the registered share accounts on the Ordinary Share Record Date is sufficient to enable them to vote their Shares.

For bearer shareholders, it is the authorized intermediaries who maintain the bearer share accounts who directly prove their clients’ status as shareholders to Société Générale Securities Services (the centralizing institution for the meeting mandated by DBV Technologies) by producing a certificate of participation which they attach to the single postal voting or proxy form drawn up in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.

Holders of American Depositary Shares

If you are a registered holder of ADSs on the books of Citibank, N.A. on April 21, 2021 (the “ADS Record Date”), then at or prior to 10:00 a.m. Eastern Time on May 12, 2021, you may provide instructions to the Depositary as to how to vote the Ordinary Shares underlying your ADSs on the issues set forth in this proxy statement. The Depositary will mail you a voting instruction card if you hold ADSs in your own name on the Depositary’s share register (“Registered Holders”). If, however, on the ADS Record Date you held your ADSs through a bank, broker, custodian or other nominee/agent (“Beneficial Holders”), it is anticipated that such bank, broker, custodian or nominee/agent will forward voting instruction forms to you.

•

Registered holders. Registered holders of ADSs must complete, sign and return a Voting Instruction Form to be actually received by the Depositary on or prior to 10:00 a.m. Eastern Time on May 12, 2021.

•

Street Name holders. If our ADSs are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those ADSs held in “street name,” and this proxy statement was forwarded to you by your broker or nominee. A holder of ADSs held through a broker, bank or other nominee (a “beneficial holder of ADSs”) should follow the instructions that its broker, bank or other nominee provides to vote the Ordinary Shares underlying its ADSs.

How many votes do I have?

Each share of our ordinary shares that you own entitles you to one vote. Each American Depositary Share represents one-half of one ordinary share. Voting instructions with respect to ADSs may be given only in respect of a number of ADSs representing an integral number of ordinary shares.

How will my Ordinary Shares be voted if I do not vote?

If you hold Ordinary Shares and do not (i) grant your voting proxy directly to the chairman of the Annual General Meeting, (ii) grant your voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union, (iii) vote by submitting your proxy card by mail or (iv) vote electronically via Votaccess, your Ordinary Shares will not be counted as votes cast and will have no effect on the outcome of the vote with respect to any matter.

If you hold Ordinary Shares and grant your voting proxy directly to the chairman of the Annual General Meeting without specifying how you wish to vote with respect to a particular matter, your Ordinary Shares will be voted in accordance with the board of directors’ recommendations.

If you own Ordinary Shares in “street name” through a broker, bank or other nominee and you do not direct your broker how to vote your shares on the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is referred to as a broker non-vote. We believe that all of our proposals are non-routine matters and your broker cannot vote your shares for which you have not provided voting instructions. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter.

How will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions to the Depositary or my broker, bank or other nominee?

With respect to Ordinary Shares represented by ADSs for which no timely voting instructions are received by the Depositary from a holder of ADSs, the Depositary shall not vote such Ordinary Shares. The Depositary will not itself exercise any voting discretion in respect of any Ordinary Shares.

If you own ADSs in “street name” through a broker, bank or other nominee and you do not direct your broker how to instruct the Depositary how to vote the Ordinary Shares represented by your ADSs on the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to provide voting instructions to the Depositary. This is referred to as a broker non-vote. We believe that all of our proposals are non-routine matters and your broker cannot provide voting instructions to the Depositary with respect to how to vote the Ordinary Shares represented by your ADSs for which you have not provided voting instructions. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter.

How will my Ordinary Shares be voted if I grant my proxy to the chairman of the Annual General Meeting?

If you are a holder of Ordinary Shares and you grant your proxy to the chairman of the Annual General Meeting, the chairman of the Annual General Meeting will vote your Ordinary Shares in accordance with the board of directors’ recommendations. As a result, your Ordinary Shares would be voted “FOR” the nominees of the board of directors in Proposal Nos. 6 to 10 and “FOR” each of Proposal Nos. 1 to 5, 11 to 15, and 18 to 38 and “AGAINST” each of Proposal Nos. 16 and 17.

How many votes are needed for approval of each proposed resolution?

•

Proposal Nos. 1 to 22: The affirmative vote of a majority of the total number of votes cast is required for the election of each director nominee in Proposal Nos. 6 to 10 and for the approval of each matter described in Proposal Nos. 1 to 5 and 11 to 23. Under French law, this means that the votes cast “FOR” a nominee must exceed the aggregate of the votes cast “AGAINST” that nominee, and the votes cast “FOR” a resolution must exceed the aggregate of the votes cast “AGAINST” that resolution.

•

Proposal Nos. 23 to 38: For approval of Proposal Nos. 23 through 38, the affirmative vote of two-thirds of the total number of votes cast is required.

What is an “abstention” and how would it affect the vote?

With respect to Ordinary Shares, an “abstention” occurs when a shareholder votes by mail with instructions to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter.

With respect to ADSs, an abstention occurs when a holder of ADSs sends proxy instructions to the Depositary to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter.

Abstentions by holders of Ordinary Shares or by holders of ADSs will not be counted toward a quorum and will not be counted as votes cast and will have no effect on the outcome of the vote on matters on which a holder has abstained.

Who will count the votes at the Annual General Meeting?

Representatives of Société Générale Securities Services will tabulate the votes and act as inspectors of election.

What Constitutes a Quorum for the Annual Meeting?

Consistent with French law, our by-laws provide that a quorum requires the presence of shareholders having at least (1) 20% of the shares entitled to vote in the case of an ordinary shareholders’ general meeting or at an extraordinary shareholders’ general meeting where shareholders are voting on a capital increase by capitalization of reserves, profits or share premium, or (2) 25% of the shares entitled to vote in the case of any other extraordinary shareholders’ general meeting.

How can I vote my ordinary shares?

Due to the COVID-19 pandemic, the Annual General Meeting will be held in closed session without the physical presence of shareholders and other persons entitled to attend, in accordance with Article 4 of Order No. 2020-321 of 25 March 2020 adapting the rules for meetings and deliberations of meetings and governing bodies of legal persons and entities without legal personality under private law due to the COVID-19 pandemic, as amended and extended, among others, by Order No. 2020-1497 of 2 December 2020 extending and amending Order No. 2020-321 of 25 March 2020 and by Decree no. 2021-255 of 9 March 2021 extending the period of application of Order No. 2020-321 of 25 March 2020, Decree no. 2020-418 of 10 April 2020 and Decree no. 2020-629 of 25 May 2020, Therefore, we urge you to vote by proxy as you may not attend the meeting in person. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted for, against or abstain with respect to each proposal. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with our board of directors’ recommendations as noted below.

In order to facilitate their participation in the Annual General Meeting, the Company offers its holders of ordinary shares the possibility of voting via Votaccess.

The Votaccess website will be open from Monday, May 3, 2021 at 9:00 a.m. Paris time to Tuesday, May 18, 2021 at 3:00 p.m. Paris time.

In order to avoid any possible bottleneck on the Votaccess platform, shareholders are strongly recommended not to wait until the end of the opening period of Votaccess to enter their instructions.

Only holders of bearer shares whose account-holding institution has subscribed to the Votaccess system and offers them this service for this general meeting will be able to access it. The securities account holder of the

bearer shareholder, who does not subscribe to Votaccess or who makes access to the site subject to conditions of use, will indicate to the shareholder how to proceed.

Shareholders wishing to participate in the Annual General Meeting may choose one of the following options:

•

give proxy to the chairman of the general meeting grant your voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union;

•

vote by mail or via Votaccess;

Shareholders who have chosen to vote by mail or to give aproxy to the Chairman or to grant a voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union, using the single form may:

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If you are a registered shareholder: by mail, return the single form for voting by mail or by proxy that will be sent to you with the notice of meeting using the enclosed T envelope no later than Saturday, May 15, 2021, 11:59 p.m., Paris Time; or by Internet, log on to www.sharinbox.societegenerale.com no later than 3:00 p.m., Paris Time, Tuesday, May 18, 2021;

•

in the case of bearer shareholders: by post, request this form from the financial intermediary with which their shares are registered, as of the date of the meeting, which request must be received at least six days prior to the date of the meeting, at the following address Société Générale, Service des Assemblées (CS 30812—44308 Nantes Cedex 3) no later than Saturday, May 15, 2021, 11:59 p.m., Paris Time; or via Internet, log on to the portal of its securities account holder to access the Votaccess site in accordance with the terms and conditions set out below, no later than 3:00 p.m., Paris Time, Tuesday, May 18, 2021, Paris time.

Postal votes cast by paper means will only be taken into account if the duly completed and signed forms (and accompanied by the certificate of participation for bearer shares) reach the aforementioned Meetings Department of Société Générale at least three days before the date of the general meeting, i.e. no later than Saturday, May 15, 2021, 11:59 p.m. Paris time.

In addition, if you give a proxy vote to another shareholder, to your spouse or to your partner with whom you have entered into a civil union, the voting proxy needs to address its voting instructions to Société Générale for the exercise of its mandates in the form of a scanned copy of the single form, by e-mail to the following address: assemblees.generales@sgss.socgen.com. The form must bear the surname, first name and address of the person being named as proxy, the words “In the capacity of proxy”, and must be dated and signed. The direction of the vote must be indicated in the “I vote by mail” box of the form. The proxy must attach a copy of his or her identity card and, if applicable, a power of attorney from the legal entity he/she represents. To be taken into account, the electronic message must be received by Société Générale no later than the fourth day prior to the date of the meeting, which is Saturday, May 15, 2021.

In accordance with the provisions of Article R. 225-79 of the French Commercial Code, notification of the appointment and revocation of a proxy to the Chairman may also be made in the following manner:

•

by post, using the voting form sent either directly for registered shareholders, using the prepaid reply envelope attached to the notice of meeting, or by the holder of the share account for bearer shareholders and received by the Société Générale, Service des Assemblées (CS 30812 - 44 308 Nantes Cedex 3) no later than Saturday, May 15, 2021, 11:59 p.m. Paris Time;

•

by electronic means, by connecting, for registered shareholders to the www.sharinbox.societegenerale.com website, for bearer shareholders to the portal of their securities account holder to access the Votaccess website, in accordance with the terms and conditions described below, no later than Tuesday, May 18, 2021 at 3:00p.m., Paris time.

As an exception to Section III of Article R. 225-85 of the French Commercial Code and in accordance Article 7 of Decree No. 2020-418 of April 10, 2020 adapting the rules of meeting and deliberation of the assemblies and governing bodies of legal persons and entities without legal personality under private law due to the COVID-19 pandemic, a shareholder who has already voted by mail, or sent a proxy to the Chairman may choose another means of participating in the meeting, provided that his/her/it instructions to this effect reaches the Company within the time required for the new mode of participation chosen. However, if a transfer of ownership occurs before the Ordinary Share Record Date, the Company shall invalidate or modify, as the case may be, the vote cast by mail, the proxy or the certificate of participation, as the case may be.

To this end, the authorized intermediary holding the account shall notify the Company or its agent of the transfer of ownership and provide it with the necessary information. No transfer of ownership made after Ordinary Share Record Date, regardless of the means used, shall be notified by the authorized intermediary holding the account or taken into consideration by the Company, notwithstanding any agreement to the contrary. It should be noted that for any proxy given by a shareholder without indication of a proxy holder, the chairman of the Annual General Meeting shall cast a vote in favor of the adoption of draft resolutions presented or approved by the Board of Directors, and a vote against the adoption of all other draft resolutions.

Please also note that shareholders who wish to ask questions may submit these in writing, accompanied by the shareholder’s certificate of registration, to investors@dbv-technologies.com. Questions must be received by Monday, May 17, 2021 at 11:59 p.m., Paris time.

How does the board of directors recommend that I vote on the proposals?

Our board of directors recommends that you vote FOR” the nominees to the board of directors in Proposal Nos. 6 to 10 and “FOR” each of Proposal Nos. 1 to 5, 11 to 15, and 18 to 38 and “AGAINST” each of Proposal Nos. 16 and 17.

What if I receive more than one proxy card?

You may receive more than one proxy card if you hold shares in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Can I Vote my Ordinary Shares or ADSs?” for each account to ensure that all of your shares are voted.

Is voting confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspector of Election examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or that you otherwise provide.

Where can I find the voting results of the Annual General Meeting?

The preliminary voting results will be announced at the annual meeting, and we will publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended Current Report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

What Are the Costs of Soliciting These Proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for

these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

Where is the Annual General Meeting?

The annual meeting will be held at 2:00 p.m. Paris time on Wednesday, May 19, 2021 at the Company’s headquarters located at 177-181 Avenue Pierre Brossolette – 92120 Montrouge, France. However, due to the COVID-19 pandemic the Annual General Meeting will be held in closed session without the physical presence of shareholders and other persons entitled to attend, in accordance with Article 4 of Order No. 2020-321 of 25 March 2020 adapting the rules for meetings and deliberations of meetings and governing bodies of legal persons and entities without legal personality under private law due to the Covid-19 pandemic, as amended and extended, among others, by Order No. 2020-1497 of 2 December 2020 extending and amending Order No. 2020-321 of 25 March 2020 and by Decree no. 2021-255 of 9 March 2021 extending the period of application of Order No. 2020-321 of 25 March 2020, Decree no. 2020-418 of 10 April 2020 and Decree no. 2020-629 of 25 May 2020.

On May 19, 2021, starting at 2:00 p.m. Paris time, the Annual General Meeting will be webcast with live audio on the Company’s website http://www.dbv-technologies.com/fr/ in the Events and Presentations section, including the presentation of the results of the votes on the resolutions received by Société Générale Securities Services. Shareholders will also be able to access the recorded webcast of the Annual General Meeting on the Company’s website for two years.

I share an address with another holder of ADSs, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our ADS holders of record reside, if we or your broker believe that the ADS holders of record are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. ADS holders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If a broker or other nominee holds your ADSs and (1) your household received a single set of proxy materials this year, but you would prefer to receive your own copy or you do not wish to participate in householding and would like to receive your own set of our proxy materials in future years or (2) you share an address with another ADS holder and together both of you would like to receive only a single set of proxy materials, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Can I receive Company shareholder communications by electronic delivery?

Most shareholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail. You can choose this option and save us the cost of producing and mailing these documents by following the instructions provided on your proxy card or by following the instructions provided when you vote over the Internet.

Where can I find documents referenced in this proxy statement?

An English translation of the full text of the resolutions to be submitted to shareholders at the Annual General Meeting is included in Annex A of this proxy statement and this proxy statement will be accompanied

by the Company’s Annual Report on Form 10-K, which includes the consolidated financial statements of the Company for the fiscal year ended December 31, 2020 presented in accordance with generally accepted accounting principles in the United States. The Company’s Annual Report on Form 10-K was filed with the SEC on March 17, 2021 and is available on our website at https://www.dbv-technologies.com. In addition, once available, the following documents will be posted on our website at https://www.dbv-technologies: (i) an English translation of the statutory financial statements of the Company for the fiscal year ended December 31, 2020 prepared in accordance with generally accepted accounting principles as applied to companies in France; (ii) an English translation of the consolidated financial statements of the Company for the fiscal year ended December 31, 2020 prepared in accordance with International Financial Reporting Standards as adopted by the European Union; (iii) an English translation of the report of the board of directors and the management report; and (iv) an English translation of the report of the statutory auditors concerning the statutory and consolidated financial statements of the Company for the fiscal year ended December 31, 2020, as well as an English translation of the special report of the statutory auditors concerning the regulated agreements and acknowledgement of the absence of new related party transactions being presented to shareholders for approval in Proposal No. 5.

You may obtain additional information, which we make available in accordance with French law, by contacting the Company at DBV Technologies S.A., 177-181 avenue Pierre Brossolette, 92120 Montrouge, France, or by emailing investors@dbv-technologies.com. Such additional information includes, but is not limited to, the statutory auditors’ reports referenced in the resolutions described below.

What is the deadline to propose actions for consideration at next year’s Annual General Meeting of shareholders or to nominate individuals to serve as directors?

Shareholder Proposals

Any holder of ADSs and/or Ordinary Shares desiring to present a resolution for inclusion in the Company’s proxy statement for the 2022 Annual General Meeting of shareholders must deliver such resolution to the board of directors at the address below no later than December 29, 2021. Only those resolutions that comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be included in the Company’s proxy statement for the 2022 Annual General Meeting of shareholders.

In addition, under French law, holders of Ordinary Shares are permitted to submit a resolution for consideration so long as such matter is received by the Company no later than 25 days prior to the date of the meeting. Holders of Ordinary Shares wishing to present resolutions at the 2022 Annual General Meeting of shareholders made outside of Rule 14a-8 under the Exchange Act must comply with the procedures specified under French law. A shareholder who meets the requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code may submit a resolution by sending such resolution to the address below by registered letter with acknowledgment of receipt or via e-mail. The resolution must include the text of the proposed resolution, a brief explanation of the reason for such resolution and an affidavit to evidence the shareholder’s holdings. Any holder of Ordinary Shares who meets the requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code also may submit a director nomination to be considered by the nomination and corporate governance committee for nomination by following the same process outlined above and including the information regarding the director as set forth in Article R. 225-83 5^o of the French Commercial Code in their submission.

All submissions to the Company should be made to:

DBV Technologies S.A.

177-181 avenue Pierre Brossolette

92120 Montrouge, France

Attention: Legal Department

Email: investors@dbv-technologies.com

Nomination of Director Candidates

Shareholders may recommend director candidates for consideration by our nominating and corporate governance committee. For additional information regarding our policy regarding shareholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Shareholder Recommendations for Nominations to the Board of Directors.”

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

Our business affairs are managed under the direction of our board of directors, which is currently composed of nine members. Seven of our directors are independent within the meaning of the listing standards of the Nasdaq Stock Market.

The following table sets forth the names, ages as of April 21, 2021, and certain other information for each of the nominees for director, each of the provisionally appointed directors subject to shareholder ratification, and for each of the continuing members of our board of directors:


Name	Age		Position	Term Expires
Nominees for Director
Adora Ndu		39	Director Nominee		n/a
Ravi Rao		53	Director Nominee		n/a
Viviane Monges (1)		57	Director		2021
Julie O’Neill		55	Director		2021
Provisionally Appointed Directors Subject to Shareholder Ratification
Timothy E. Morris (1)		59	Director		2022
Continuing Directors
Daniel Tassé		61	Chief Executive Officer and Director		2023
Michel de Rosen (3)		70	Non-Executive Chairman of the Board of Directors		2022
Maïlys Ferrère (2)(3)		58	Director		2023
Michael J. Goller (2)(3)		46	Director		2023
Daniel Soland (1)		62	Director		2022
Director Whose Term Expires Immediately Following Annual General Meeting
Dr. Torbjörn Bjerke (2)(3)		58	Director		2021

(1)

Member of our audit committee.

(2)

Member of our compensation committee.

(3)

Member of our nominating and corporate governance committee.

Daniel Tassé has served as Chief Executive Officer since November 2018 and as a member of our board of directors since March 2019. From March 2016 to November 2018, Mr. Tassé served as the Chairman and Chief Executive Officer of Alcresta Therapeutics, Inc., a pediatric-focused rare disease biotechnology company. From January 2008 to April 2015, Mr. Tassé served as the Chairman and Chief Executive Officer of Ikaria, Inc., which develops drugs and devices for critically ill patients. In April 2015, Ikaria was acquired by Mallinckrodt Pharmaceuticals. Mr. Tassé holds a B.Sc. in Biochemistry from Université de Montréal. The board of directors believes that Mr. Tassé’s leadership and extensive experience in the pharmaceutical industry will allow him to drive us to the success of our objectives.

Michel de Rosen has served as a member of our board of directors since May 2018 and as Non-Executive Chairman of our board of directors since March 2019. Mr. de Rosen also serves on the board of directors of Faurecia and Pharnext. Mr. de Rosen served as Chairman and Chief Executive Officer of Eutelsat from 2009 until his retirement in November 2017, Chairman and Chief Executive Officer of ViroPharma from 2000 to 2008, and Chairman and Chief Executive Officer of Rhone-Poulenc Santé from 1993 to 1999. He has also held numerous positions at the French Ministries of Finance, Defense, Industry and Telecommunication. Mr. de Rosen holds an M.B.A. from HEC and an M.B.A. from Ecole Nationale d’Administration. The board of directors

believes that Mr. de Rosen’s extensive business experience in the biopharmaceutical industry and over 15 years’ experience in the United States will be instrumental to the success of our objectives.

Dr. Torbjörn Bjerke has served as a member of our board of directors since 2006. Dr. Bjerke has served as the portfolio manager of Arctic Aurora LifeScience since January 2016 and as a director of TXP Pharma GmbH since 2014 and SynAct Pharma since April 2016. He previously served as the Chief Executive Officer of Karolinska Development AB from 2011 to 2014. Prior to then, Dr. Bjerke was the President and Chief Executive Officer of Orexo AB, a position he held from 2007 until January 2011, President and Chief Executive Officer of Biolipox AB and Director of Pharmacology at AstraZeneca. Dr. Bjerke holds a Ph.D. in Medicine from Aarhus Universitet. The board of directors believes that Dr. Bjerke’s experience in the pharmaceutical industry, particularly his extensive experience in allergy treatment field, and his years of business and leadership experience allow him to make valuable contributions to the board of directors. Dr. Bjerke’s term as a director will terminate immediately following the Annual Meeting.

Maïlys Ferrère has served as a member of our board of directors since June 2016 and previously served as a non-voting observer of our board of directors since our initial public offering on Euronext Paris in March 2012. Ms. Ferrère has served as a Director, Head of the Large Venture Investment Activity at Bpifrance, France’s public investment bank, since October 2013 and is affiliated with one of our significant shareholders. She graduated from Institut d’Etudes Politiques Paris, and began her career with the General Inspectorate of Société Générale before working for multiple French banks in the equity capital markets origination department. The board of directors believes that Ms. Ferrère’s experience in the banking industry and her knowledge of capital markets allow her to make valuable contributions to the board of directors.

Michael J. Goller has served as a member of our board of directors since October 2015. Mr. Goller serves as a Partner of Baker Brothers Investments, a fund management company focused on long-term investments in life-sciences companies. Prior to joining Baker Brothers in 2005, Mr. Goller was an associate of JPMorgan Partners, LLC where he focused on venture investments in the life sciences sector from 1999 to 2003. Mr. Goller began his career as an investment banker with Merrill Lynch and Co. from 1997 to 1999. Mr. Goller holds a B.S. in Molecular and Cell Biology from The Pennsylvania State University, and a Masters in both Biotechnology and Business Administration from the University of Pennsylvania. The board of directors believes that Mr. Goller’s experience in the life sciences industry and his knowledge of corporate development matters allow him to make valuable contributions to the board of directors.

Viviane Monges has served as a member of our board of directors since May 2019. Ms. Monges also serves on the board of directors of Novo Holdings, Chimique Belge (UCB), Idorsia Pharmaceuticals and Voluntis. Ms. Monges has served as a strategic advisor to NeoMedLight since January 2014. Ms. Monges served as Vice President of Finance & Control – Nestlé Business Excellence at Nestlé S.A. from February 2015 to May 2017, Group Chief Financial Officer at Nestlé Skin Health from October 2010 to February 2015 and Global Chief Financial Officer – OTC Division at Novartis from June 2008 to September 2010. Ms. Monges received an M.B.A. from ESCP Business School. The board of directors believes that Ms. Monges’ extensive business experience in the biopharmaceutical industry allows her to make valuable contributions to the board of directors.

Timothy E. Morris has served as a member of our board of directors since March 2021. Mr. Morris has served as the Chief Operating Officer and Chief Financial Officer of Humanigen, Inc. since August 2020. He previously served as the Chief Financial Officer of Iovance Biotherapeutics, Inc. from August 2017 to June 2020 and as the Chief Financial Officer and Head of Business Development of AcelRx Pharmaceuticals, Inc. from March 2014 to June 2017. Mr. Morris previously served as a member of the board of directors of Humanigen, Inc. from June 2016 to August 2020. Mr. Morris received his BS in Business with an emphasis in Accounting from California State University, Chico, and is a Certified Public Accountant (Inactive). The board of directors believes that Mr. Morris’ extensive operational experience with public companies in the biopharmaceutical industry, particularly in the areas of finance and corporate development, allows him to make valuable contributions to the board of directors.

Adora Ndu is a nominee for our board of directors. Dr. Ndu has served as the Group Vice President, Worldwide Research & Development, Strategy, Scientific Collaborations and Policy at BioMarin Pharmaceutical, Inc. since January 2021. She previously served in positions of increasing responsibility at BioMarin, as the Vice President, Regulatory Affairs, Policy, Research, Engagement & International from August 2019 to January 2021, Executive Director from September 2017 to July 2019 and Senior Director from February 2017 to September 2019. Prior to joining BioMarin, Dr. Ndu was an adjunct faculty member at the University of Maryland University College from 2016 to 2019 and served in various roles at the U.S. Food and Drug Administration from 2008 to 2016, most recently as a Division Director in the Division of Medical Policy Development. Dr. Ndu received a Doctor of Pharmacy from Howard University and a Juris Doctor from the University of Maryland Francis King Carey School of Law. The board of directors believes that Dr. Ndu’s extensive experience in the biopharmaceutical industry will allow her to make valuable contributions to the board of directors.

Julie O’Neill has served as a member of our board of directors since June 2017. From January 2015 to September 2018, Ms. O’Neill was served as the Executive Vice President, Global Operations for Alexion Pharmaceuticals Inc. From 2014 to 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead Sciences, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals. She is the Chairperson for the National Standards Authority of Ireland and is a member of the Boards of the National Institute for Bioprocessing Research & Training and the American Chamber of Commerce, Ireland. From January 2019 to October 2019, Ms. O’Neill was engaged by us to serve as a consultant to support CMC activities, including our BLA resubmission for ViaskinTM Peanut. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (Smurfit School of Business). The board of directors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters allow her to make valuable contributions to the board of directors.

Ravi Rao is a nominee for our board of directors. He has served as the Chief Medical Officer of Swedish Orphan Biovitrum, a global biopharmaceutical specialty company, since August 2020. From October 2019 to August 2020, Dr. Rao served as Chief Medical Officer of Aeglea Biotherapeutics, a clincal-stage company developing enzyme therapies for rare metabolic disease. Prior to that, from 2012 to October 2019, Dr. Rao was a Vice President at GlaxoSmithKline plc, a British multinational pharmaceutical company. Dr. Rao received a Bachelor of Arts with Honors from the University of Cambridge, Gonville and Caius College; an MB.BChir from the University of Cambridge; a MRCP from the Royal College of Physicians, London; a CCST in Rheumatology from the General Medical Council; and a Ph.D. from Imperial College London. The board of directors believes that Dr. Rao’s experience in clinical development and medical affairs will allow him to make valuable contributions to the board of directors.

Daniel Soland has served as a member of our board of directors since March 2015. Mr. Soland most recently served as Senior Vice President and Chief Operating Officer of Viropharma from March 2008 to December 2014, and currently serves on the board of directors of Acadia Pharmaceuticals Inc. and Kalvista Pharmaceuticals, Inc. In addition to his role at Viropharma, where he helped build the organizational and commercial infrastructure that resulted in an 11-fold increase in Viropharma’s share price during his tenure, Mr. Soland previously served as President of Chiron Vaccines, and helped engineer a turnaround that contributed to Chiron’s acquisition by Novartis. Prior to then, he served as President and Chief Executive Officer of Epigenesis Pharmaceuticals. At GlaxoSmithKline Biologicals, Mr. Soland served as Vice President and Director, Worldwide Marketing Operations. Earlier in his career, Mr. Soland held positions of increasing responsibility in sales and product management at Pasteur-Merieux’s Connaught Laboratories. He holds a B.S. in Pharmacy from the University of Iowa. The board of directors believes that Mr. Soland’s extensive executive and management

experience in the pharmaceutical industry worldwide, notably at various senior commercial operations positions, allow him to make valuable contributions to the board of directors.

There are no family relationships between or among any of our continuing directors, provisionally appointed directors or director nominees. The principal occupation and employment during the past five years of each of our directors and nominee was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors or nominee and any other person or persons pursuant to which he or she is to be selected as a director or nominee.

There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Director Compensation

On December 9, 2016, upon recommendation of our compensation committee, our board of directors approved an amendment to our non-executive director compensation policy to set attendance fees for our non-employee directors at a fixed annual retainer of €70,000 per year, regardless of whether or not the director is independent. Under the policy, the chairman of the audit committee will be entitled to an additional retainer of €20,000 per year, the chairman of the compensation committee will be entitled to an additional retainer of €10,000 per year, and the other members of our audit committee and compensation committee, regardless of whether or not the director is independent, will each be entitled to an additional retainer of €5,000 per year.

On June 15, 2017, our shareholders at our ordinary shareholders’ general meeting set the total annual attendance fees to be distributed among non-employee directors at €600,000, which is then distributed according to the amended non-executive director compensation policy. Shareholder authorization for total attendance fees is automatically renewed each year, unless otherwise decided by our shareholders at an ordinary shareholders’ general meeting. See Proposal 11.

The following table sets forth information regarding the compensation earned by our non-employee directors for 2020. These amounts were earned in Euro per the above policy and paid in Euro. The amounts below were converted using an exchange rate of €1.00=$1.1422 for Mr. Michel de Rosen and €1.00=$1.2143 for all other non-employee directors, which represent respectively the average exchange rate for the year ended December 31, 2020 and the exchange rates on the date of payment. Mr. Tassé, our Chief Executive Officer, and Ms. Ferrére are each directors but do not receive any additional compensation for their services as a director. Ms. Giraut resigned from our board of directors effective March 22, 2021, and Dr. Bjerke’s service as a director will terminate immediately following the Annual General Meeting.


Name	Fees earned ($)		Total ($)
Michel de Rosen	$	177,040	$	177,040
Torbjörn Bjerke	$	103,215	$	103,215
Michael Goller	$	103,215	$	103,215
Maïlys Ferrére (2)	$	—	$	—
Claire Giraut (1)	$	109,287	$	109,287
Viviane Monges	$	91,072	$	91,072
Julie O’Neill	$	85,001	$	85,001
Daniel Soland	$	97,144	$	97,144

(1)	Ms. Giraut served as a director and a member of our Audit Committee until her resignation in March 2021.

(2)	Ms. Maïlys Ferrére accepted no remuneration as a non-executive director as representative of BPI France.

The following table sets forth information regarding the aggregate number of non-employee warrant awards held by our non-employee directors as of December 31, 2020. None of our non-employee directors were granted warrants during the financial year ended December 31, 2020. None of our non-employee directors held stock awards or options as of December 31, 2020.


	Non-employee warrants awards (#)
Michel de Rosen		9,000
Torbjörn Bjerke		7,000
Michael Goller		21,500
Maïlys Ferrére		0
Claire Giraut		17,000
Viviane Monges		0
Julie O’Neill		16,000
Daniel Soland		31,500

Corporate Governance

Board Independence

As required under the Nasdaq listing standards, a majority of the members of a listed company’s Board must qualify as “independent,” as affirmatively determined by the Board. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, the Board has affirmatively determined all of our directors, other than Mr. Tassé and Ms. O’Neill, are

independent directors within the meaning of the applicable Nasdaq listing standards. In accordance with the Nasdaq Listing Rules, a director shall be considered independent if she/he does not have any relationship which, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, in accordance with Nasdaq Listing Rules, to be considered independent, a director shall not be subject to any of the mandatory bars to independence set forth in Rule 5605(a) of the Nasdaq Listing Rules. However, pursuant to French law requirements, only Timothy E. Morris, Torbjörn Bjerke, Michel de Rosen, Viviane Monges, and Daniel Soland are considered to be “independent directors.” If elected by the shareholders, Adora Ndu and Ravi Rao will also be independent directors under both the Nasdaq Listing Rules and French law requirements. In making such determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining the director’s independence, including the number of ordinary shares beneficially owned by the director and his or her affiliated entities (if any).

Board Structure and Director Election

We currently have nine directors, a majority of whom are citizens or residents of the United States. Under French law and our by-laws, our board of directors must be composed of between three and 18 members. Within this limit, the number of directors is determined by our shareholders. Since January 1, 2017, the number of directors of each gender may not be less than 40%. Any appointment made in violation of this limit that is not remedied will be null and void. Directors are elected, re-elected and may be removed at a shareholders’ general meeting with a simple majority vote of our shareholders. Pursuant to our by-laws, the term of a director is three years, subject to a lesser period which could either be one or two year(s) for the purpose of a staggered board. In accordance with French law, our by-laws also provide that our directors may be removed with or without cause by the affirmative vote of the holders of at least a majority of the votes of the shareholders present, represented by a proxy or voting by mail at the relevant ordinary shareholders’ meeting, and that any vacancy on our board of directors resulting from the death or resignation of a director, provided there are at least three directors remaining, may be filled by vote of a majority of our directors then in office provided that there has been no shareholders meeting since such death or resignation. Directors chosen or appointed to fill a vacancy shall be elected by the board of directors for the remaining duration of the current term of the replaced director. The appointment must then be ratified at the next shareholders’ general meeting. In the event the board of directors would be composed of less than three directors as a result of a vacancy, the remaining directors shall immediately convene a shareholders’ general meeting to elect one or several new directors so there are at least three directors serving on the board of directors, in accordance with French law.

We believe that the structure of our board of directors and its committees provides strong overall governance of our Company. The Chairman of our board of directors monitors the content, quality and timeliness of information sent to our board of directors and is available for consultation with our board of directors regarding the oversight of our business affairs. Mr. de Rosen has served as Chairman of the board of directors since March 4, 2019. He is an independent director under the listing standards of the Nasdaq Stock Market. Our board of directors believes that, given his perspective and experience in matters of the board and his ability to liaison between our non-independent directors and our independent directors, Mr. de Rosen’s service as our chairman is appropriate and is in the best interests of our board of directors, our Company and our shareholders.

Board Meetings and Committees

During our fiscal year ended December 31, 2020, the board of directors held 18 meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served as required under the charter of our board of directors.

We encourage, but do not require, members of our board of directors to attend our Annual General Meetings of shareholders. None of our directors attended our 2020 Annual General Meeting given applicable COVID-19-related public health measures that restricted in-person attendance at such meeting.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and functioning of all of our committees complies with all applicable requirements of the French Commercial Code, the Exchange Act, and Nasdaq and SEC rules and regulations. In accordance with French law, committees of our board of directors only have an advisory role on matters requiring approval of the board of directors under French law and can only make recommendations to our board of directors on such matters. As a result, decisions are made by our board of directors taking into account non-binding recommendations of the relevant board committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.

Role of the Board in Risk Oversight

Our board of directors is primarily responsible for the oversight of our risk management activities and has delegated to the audit committee the responsibility to assist our board in this task. While our board oversees our risk management, our management is responsible for day-to-day risk management processes. Our board of directors expects our 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 board of directors. We believe this division of responsibilities is the most effective approach for addressing the risks we face.

Committees of the Board of Directors

The board of directors has established an audit committee, a nominating and corporate governance committee and a compensation committee, each of which operate pursuant to a written charter adopted by our board of directors that satisfies the applicable rules and regulation of the SEC and the listing standards of the Nasdaq Stock Market. The composition and functioning of all of our committees complies with all applicable requirements of the French Commercial Code, the Exchange Act, Nasdaq, and SEC rules and regulations.

Subject to the following paragraph concerning the audit committee, in accordance with French law, committees of our board of directors only have an advisory role on matters requiring approval of the board of directors under French law and can only make recommendations to our board of directors on such matters. As a result, decisions are made by our board of directors taking into account non-binding recommendations of the relevant board committee.

Name

Audit

Compensation

Nominating
and Corporate
Governance

Daniel Tassé

Michel de Rosen

Dr. Torbjörn Bjerke

Chair

Maïlys Ferrère

Timothy E. Morris

Michael J. Goller

Chair

Viviane Monges

Chair

Julie O’Neill

Daniel Soland

Below is a description of each committee of the Board.

Audit Committee. In accordance with French law, the Audit Committee has the following responsibilities: (i) it monitors the process of preparing the financial information and, where appropriate, makes recommendations to ensure its integrity, (ii) it monitors the efficiency of risk management and internal control systems, as well as that of internal audits if applicable, with regard to the preparation and processing of financial and accounting information, without prejudice to its independence, (iii) it issues a recommendation on the statutory auditors proposed for appointment by the general meeting, (iv) it monitors implementation by the statutory auditors of their mission, (v) it ensures that the statutory auditors comply with independence criteria, (vi) it approves the provision of services other than the auditing of accounts referred to in Article L.822-11-2 of the French Commercial Code, (vii) it reports regularly to the Board on the performance of its tasks. It also reports on the outcome of the accounts auditing task, how this task contributed to the integrity of the financial information, and the role it played in that process. It immediately informs the Board about any difficulties encountered.

The Audit Committee is composed entirely of independent directors in accordance with applicable law, including the Code and Nasdaq Listing Rules. All members of the Audit Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. In addition, at least one (1) of the directors who is independent must qualify as an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K under the U.S. Securities Act of 1933, as amended, and shall be a member of the Audit Committee as described below. A person who satisfies the definition of “audit committee financial expert” will also be presumed to have financial sophistication. In order to comply with article L.823-19 of the French Commercial Code, such person shall also have an outstanding knowledge in the field of finance, accounting and audit of accounts (compétences particulières en matière financière, comptable ou de contrôle des comptes).

Ms. Monges, Mr. Timothy E. Morris and Mr. Soland currently serve on our audit committee. Ms. Monges is the chairperson of our audit committee since March 23, 2021. Our board has determined that each of Ms. Monges, Mr. Timothy E. Morris and Mr. Soland is independent within the meaning of the applicable listing rules and the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Our board of directors has further determined that Ms. Monges is an “audit committee financial expert” as defined by SEC rules and regulations and that each of Mr. Morris and Mr. Soland qualifies as financially sophisticated under the applicable exchange listing rules.

Our audit committee has the following responsibilities:

•

monitoring the process of preparing the financial information and, where appropriate, make recommendations to ensure its integrity;

•

monitoring the efficiency of risk management and internal control systems, as well as that of internal audits if applicable, with regard to the preparation and processing of financial and accounting information, without prejudice to its independence;

•

issuing a recommendation on the statutory auditors proposed for appointment by the general meeting. This recommendation to our board of directors is prepared in accordance with the provisions of Article 16 of (EU) Regulation no. 537/2014; it also issues a recommendation to this body when the renewal of the mandate of the auditor(s) is considered.

Except for renewal, the recommendation must be justified and contain at least two choices while stating a reasoned preference. This recommendation is prepared following a selection procedure led by our audit committee. The recommendations and preferences of our audit committee are presented at our general meeting held to determine the appointment of the statutory auditor;

•

monitoring implementation by the statutory auditors of their mission and taking account of any findings and conclusions made by the French High Council of Statutory Auditors following controls carried out pursuant to Articles L. 821-9 et seq. of the French Commercial Code;

•

ensuring that the statutory auditors comply with independence criteria; where applicable, our audit committee takes the required measures for application of the provisions relating to financial

independence set out in Article 4 section 3 of (EU) Regulation no. 537/2014 and ensures compliance with the conditions specified in Article 6 of the same regulation;

•

approving the provision of services other than the auditing of accounts referred to in Article L. 822-11-2 of the French Commercial Code; and

•

regularly reporting to our board of directors on the performance of its tasks. Our audit committee also reports on the outcome of the accounts auditing task, how this task contributed to the integrity of the financial information and the role it played in that process. Our audit committee immediately informs our board of directors about any difficulties encountered.

In addition to the functions referred to above, our board of directors entrusts the following specific missions to our audit committee:

With regard to our financial statements:

•

to examine and verify our draft budgets and draft annual and interim financial statements before they are sent to the board of director;

•

to examine the draft comments, announcements and financial communication concerning our financial statements; and

•

to provide a timely opinion to our administrative and financial management upon the latter’s request.

With regard to our cash flow:

•

to examine and verify our general cash flow policy (investments and loans, risk hedging tools) and our cash flow situation.

With regard to risk management:

•

to establish and oversee procedures for the treatment of complaints or submissions identifying concerns regarding accounting, internal accounting controls or auditing matters;

•

to examine the state of significant disputes;

•

to examine off-balance sheet risks and commitments;

•

to examine the relevance of risk monitoring procedures; and

•

to review and oversee all related-party transactions in accordance with our Person Transaction Policy. In addition, the audit committee’s mission is to provide its opinion on the repayment of the costs incurred by the members of the board of directors on our behalf and to prepare mapping of the legal risks of any kind to which we are exposed.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the charter of our audit committee is available on the Corporate Governance section of our website at https://dbv-technologies.com. During our fiscal year ended December 31, 2020, our audit committee held 12 meetings.

Nasdaq rules require that the audit committee have the specific audit committee responsibilities and authority necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which requires, among other things, that the audit committee have direct responsibility for the appointment, compensation, retention and oversight of our auditors. However, Rule 10A-3 provides that if the laws of a company’s home country prohibit the full board of directors from delegating such responsibilities to the audit committee, the audit committee’s powers with respect to such matters may instead be advisory. As indicated above, under French law, our audit committee may only have an advisory role on matters requiring approval of the board of directors under French law and can only make recommendations to our board of directors on such matters. Moreover,

Rule 10A-3 also provides that its audit committee requirements do not conflict with any laws of a company’s home country that require shareholder approval of such matters. Under French law, our shareholders must appoint, or renew the appointment of, the statutory auditors once every six fiscal years. In accordance with the applicable requirements of the French Commercial Code, we have two statutory auditors. Our shareholders appointed KPMG S.A. as one of our independent registered public accounting firms at the 2020 Annual General Meeting for a term of six years ending on the date of the 2026 Annual General Meeting, and the term of office of Deloitte et Associés, our other independent registered public accounting firm, shall expire at the 2023 Annual General Meeting. KPMG S.A. and Deloitte et Associés will remain our statutory auditors for purposes of complying with legal requirements and consistent with the six-year term, it being specified that KPMG S.A. was elected to by our shareholders at the 2020 Annual General Meeting of shareholders and Deloitte et Associés was elected by our shareholders at the 2017 Annual General Meeting of shareholders.

Compensation Committee. Our compensation committee assists our board of directors in reviewing and making recommendations to our board of directors with respect to the compensation of our executive officers and directors. Dr. Bjerke, Ms. Ferrère and Messrs. Goller and Soland currently serve on the compensation committee. Dr. Bjerke is the chairperson of our compensation committee. Following the termination of Dr. Bjerke’s service as a director immediately following the Annual General Meeting, the board of directors will appoint a new chairperson of the compensation committee. The principal duties and responsibilities of our compensation committee include:

•

proposing all elements of the total compensation, including retirement and provident plans, supplemental retirement plans, benefits in kind, and miscellaneous equity compensation for our executive officers and members of our executive committee;

•

being informed by the company on a regular basis of the recruitment of the principal members of the management of the company other than the Chief Executive Officer, as well as review of the initial offer of and all subsequent changes to the elements of management’s proposed compensation;

•

providing its opinion on the company’s broad strategy in terms of compensation policies;

•

as applicable, proposing directors’ attendance fees to be submitted to the general shareholders’ meeting, as well as their appropriate distribution among board members;

•

providing its opinion on the principles set by us with regard to profit sharing and shareholding; and

•

providing its opinion on funds allocated to board members elected by the employees, if applicable.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the charter of our compensation committee is available on the Corporate Governance section of our website at https://www.dbv-technologies.com. During our fiscal year ended December 31, 2020, our compensation committee held 9 meetings.

Nominating and Corporate Governance Committee.The principal responsibilities of our nominating and governance committee include (i) preparing proposals for the renewal, replacement or appointment of new directors, in consultation with the Chairman of our board of directors, (ii) providing an opinion, with the support of the Chairman of our board of directors, on the appointment or replacement of the Chief Executive Officer and/or the Executive Vice Presidents, as the case may be, as well as the members of the Executive Committee and (iii) establishing, when appropriate, with the agreement of the Chairman of our board of directors, a succession plan for executive corporate officers. Dr. Bjerke, Ms. Ferrère and Messrs. Goller and de Rosen currently serve on the nominating and governance committee. Ms. Goller is the chairperson of this committee. Dr. Bjerke will cease service on the Nominating and Corporate Governance Committee upon the termination of his service as a director immediately following the Annual General Meeting.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the

charter of our nominating and corporate governance committee is available on the Corporate Governance section of our website at https://dbv-technologies.com. During our fiscal year ended December 31, 2020, our nominating and corporate governance committee held 3 meetings.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees. The Code of Business Conduct and Ethics is available on our website at https://www.dbv-technologies.com/. We expect that any amendments to this code or any waivers of its requirements will be disclosed on our website.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.

Considerations in Evaluating Director Nominees

As set out in the charter of the board of directors, the nominating and corporate governance committee works with the board of directors to determine periodically, as appropriate, to the extent permitted or required under applicable laws, the qualifications, expertise and characteristics of the board of directors, including such factors as business experience and diversity of gender, race, ethnicity, nationality, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. The nominating and corporate governance committee and the board of directors evaluate each individual in the context of the membership of the board of directors as a group, with the objective of having a board that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience across various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the board of directors and the Company and other relevant qualifications and characteristics.

Each director must ensure that other existing and anticipated future commitments do not materially interfere with the members’ service as a director. Any employee director must submit his or her offer of resignation from the board of directors in writing to the Chairperson of the nominating and corporate governance committee upon termination of employment with the Company. Upon change of his or her principal employer, any non-employee director must submit his or her offer of resignation from the board of directors in writing to the Chairperson of the nominating and corporate governance committee. The board of directors, through the nominating and corporate governance committee, will determine whether to accept or reject such resignation and will make a recommendation to the board of directors as to whether to accept or reject the offer of resignation, or whether other action should be taken.

Shareholder Communication with the Board

Generally, shareholders who have questions or concerns should contact our Investor Relations department at +1 857-529-2363. However, any shareholders who wish to address questions regarding our business directly with our board of directors, or any individual director, should direct his or her questions in writing to the chairman of our board of directors 177-181 Avenue Pierre Brossolette – 92120 Montrouge, France. Communications will be distributed to our board of directors, or to any individual director or directors as appropriate, depending on the

facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of our board of directors may be excluded, such as:

•

junk mail and mass mailings;

•

resumes and other forms of job inquiries;

•

surveys; and

•

solicitations or advertisements.

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, in which case it will be made available to any outside director upon request.

REPORT OF AUDIT COMMITTEE

The audit committee of our board of directors, which consists entirely of directors who meet the independence and experience requirements of the Nasdaq Stock Market, has furnished the following report:

The audit committee assists our board of directors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by our board of directors, which is available on our website at www.dbv-technologies.com. This committee reviews and reassesses our charter annually and recommends any changes to our board of directors for approval. The audit committee is responsible for overseeing our overall financial reporting process, and for recommending the appointment, compensation, retention, and oversight of the work of KPMG S.A. and Deloitte & Associés, which is ultimately determined by, respectively, the board of directors or the shareholders. In fulfilling its responsibilities for the DBV Technologies financial statements for the fiscal year ended December 31, 2020, the audit committee of DBV Technologies took the following actions:

•

Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2020 with management and KPMG S.A. and Deloitte & Associés, our independent registered public accounting firms;

•

Discussed with KPMG S.A. and Deloitte & Associés the matters required to be discussed in accordance with Auditing Standard No. 1301 – Communications with Audit committees; and

•

Received written disclosures and the letter from KPMG S.A. and Deloitte & Associés regarding their independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG S.A. and Deloitte & Associés’ communications with the audit committee and the audit committee further discussed with KPMG S.A. and Deloitte & Associés LLP their independence. The audit committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the committee determined appropriate.

Based on the audit committee’s review of the audited financial statements and discussions with management and KPMG S.A. and Deloitte & Associés, the audit committee recommended to the Company’s board of directors that the audited financial statements be included in the DBV Technologies Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

Members of the DBV Technologies S.A. Audit Committee

Claire Giraut⁽¹⁾

Viviane Monges

Daniel Soland

⁽¹⁾Ms. Giraut resigned from our board of directors and the Audit Committee subsequent to approving the inclusion of audited financial statements in the Annual Report on Form 10-K.

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

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Below is a list of our executive officers and their ages as of April 21, 2021. Officers are elected by our board of directors to hold office until their successors are elected and qualified. There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.

Sébastien Robitaille has served as our Chief Financial Officer since October 2020. He oversees Finance and Information Systems at the Group level and is a member of the Executive Committee. From July 2019 to October 2020 he served as our Chief of Staff responsible for leading our evolution from a development-stage biotechnology company to a potential commercial organization. From December 2017 to December 2019, he served as our Deputy Chief Financial Officer and oversaw the Finance and Information Systems operations. Mr. Robitaille joined us in September 2015 as Senior Vice President, Group Controller & Information Systems. Prior to joining us, Mr. Robitaille worked at Ipsen for 15 years, where he held various roles of increasing. Mr. Robitaille holds a Bachelor’s Degree in Business Administration-Finance from Paris School of Business.

Dr. Pharis Mohideen has served as our Chief Medical Officer since July 2019 and is responsible for continuing development efforts of our pipeline and bringing potentially innovative new treatments to patients, if approved. Dr. Mohideen is a member of our Executive Committee. Prior to joining us, from October 2014 to July 2019, Dr. Mohideen served as Chief Medical Officer for Millendo Therapeutics, Inc. From June 2012 to October 2014, he served as Vice President of Clinical Development at Shionogi Inc. Dr. Mohideen received his M.D., M.S. in human physiology and B.A. in biology from the University of Hawaii, as well as his M.S. in clinical investigation from Vanderbilt University.

Mr. Tassé’s biography is set forth above under “Board Of Directors and Corporate Governance – Board Of Directors.”

Family Relationships

There are no family relationships among any of our executive officers or directors.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by (i) our Chief Executive Officer (principal executive officer, PEO), (ii) two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year and (iii) one additional former executive officers who would have been among the two most highly compensated executive officers of the Company other than the PEO had he continued to serve as of December 31, 2020, or collectively, the named executive officers.

For the year ended December 31, 2020, our named executive officers were:

Daniel Tassé, our Chief Executive Officer and Director;

Sébastien Robitaille, our Chief Financial Officer;

Dr. Pharis Mohideen, our Chief Medical Officer; and

Ramzi Benamar, our former Chief Financial Officer, who left the Company on October 2, 2020.


Name and Principal Position	Year		Salary $			Bonus $		Stock Awards (1) $		Option Awards (1) ($)		Non-Equity Incentive Plan Compensation $		All Other Compensation $			Total (2) $
Daniel Tassé		2020		600,000			—		—		959,123		396,000		107,012	(3)		2,062,135
Chief Executive Officer and Director		2019		600,000			—				1,693,381		780,000		88,071			3,161,452
Sébastien Robitaille		2020		234,150			—		39,438		178,523		55,282		2,385	(4)		509,778
Chief Financial Officer		2019		211,265			—		362,400		—		146,637		4,102			724,403
Pharis Mohideen		2020		440,000			—		73,649		333,943		99,704		85,556	(5)		1,032,851
Chief Medical Officer		2019		195,824	(6)		—				937,045		364,678		38,135			1,535,682
Ramzi Benamar Former Chief Financial Officer		2020		288,493			—				1,086,825		116,000		525,638	⁽⁷⁾		2,016,956

(1)

The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each award computed in accordance with ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 14 of our Annual Report on Form 10-K as filed with the SEC on March 17, 2021.

(2)

Amounts relating to compensation in 2020 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1422, which represents the average exchange rate for the year ended December 31, 2020, and amounts relating to compensation in 2019 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1195, which represents the average exchange rate for the year ended December 31, 2019.

(3)	Includes $6,750 in Company contributions to benefit plans, $41,546 in life insurance premiums, $40,905 in tax gross-up payments or reimbursements, and $17,811 in commuting expenses.

(4)	Includes $2,385 in commuting expenses.

(5)	Includes $26,000 in Company contributions to benefit plans, $41,546 in life insurance premiums, and $18,009 in commuting expenses.

(6)	Dr. Mohideen joined the Company on July 22, 2019. Represents the pro-rated portion of an annual base salary of $453,200.

(7)	Includes $19,500 of Company contributions to benefit plans, $37,722 in life insurance premiums, $13,416 in commuting expenses, $65,000 in housing allocations, and $390,000 in severance payments.

Outstanding Equity Awards at Fiscal Year End 2020


			Option Awards											Stock Awards
Name	Grant Date		Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable⁽¹⁾			Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option exercise price (€) ⁽²⁾		Option expiration date		Number of shares or units of stock that have not vested (#)			Market value of shares of units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)			Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (3)
Daniel Tassé		11/29/18		—		350,000	⁽⁴⁾		—	€	30.02		11/29/28		—			—		—			—
		05/24/19		—		150,000	⁽⁴⁾		—	€	16.99		05/24/29		—			—		—			—
		11/24/20		—		274,000			—	€	4.16		11/24/30		—			—		—			—
Sébastien Robitaille		06/22/18		—		—			—		—		—							15,000	⁽⁵⁾	$	79,811
		05/10/19		—		—			—		—		—							20,000	⁽⁵⁾	$	106,414
		12/20/19		—		—			—		—		—		100	⁽⁶⁾	$	532
		11/24/20		—		51,000			—	€	4.16		11/24/30		8,300	⁽⁷⁾	$	44,162
Pharis Mohideen		07/22/19		—		75,000	⁽⁴⁾		—	€	17.90		07/22/29		—			—
		11/24/20		—		95,400			—	€	4.16		11/24/30		15,500	⁽⁷⁾	$	82,471

(1)	25% of the shares subject to each option vest 12 months after grant, with the remaining shares vesting in six equal semi-annual installments thereafter, subject to each optionholder’s continued service through each such vesting date.

(2)	Exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

(3)	Determined by reference to €4.34, the closing price per ordinary share on Euronext Paris on December 31, 2020 and an applicable exchange rate of €1.00 = $1.2271, which represents the exchange rate as of December 31, 2020.

(4)	In addition to the vesting schedule in footnote (1), vesting of these options are subject to the achievement of performance conditions.

(5)	The service conditions have been met as of December 31, 2020 for the awards granted on June 22, 2018 and May 10, 2019. The release of free shares is subject to the achievement of performance conditions.

(6)	This award vests on December 19, 2021.

(7)	25% of these RSUs vest on November 24, 2021, and the remaining RSUs vest in six equal semi-annual installments thereafter, subject to the holder’s continued service through each such vesting date.

Mr. Benamar held no outstanding equity awards at fiscal year end as a result of his departure from the Company in October 2020.

Narrative Disclosure to Summary Compensation Table

Compensation Philosophy and Strategy

We are a clinical-stage biopharmaceutical company dedicated to developing and commercializing safe, effective, and convenient therapies for patients with food allergies and other immunological conditions. Our therapeutic approach is based on epicutaneous immunotherapy, or EPIT^™, our proprietary method of delivering biologically active compounds to the immune system through intact skin using Viaskin^™, an epicutaneous patch (i.e., a skin patch). We have generated significant data demonstrating that the mechanism of action of Viaskin is novel and differentiated, as it targets specific antigen-presenting immune cells in the skin called Langerhans cells. Langerhans cells capture the antigen and migrate to the lymph node to activate the immune system without allowing passage of the antigen into the bloodstream, minimizing systemic exposure in the body. We are advancing this unique technology to address areas of unmet medical need, including food allergies. Safety is paramount to children with food allergies and their families because the introduction of the offending allergen into an allergic child’s bloodstream can cause severe and life-threatening allergic reactions, such as anaphylactic shock. We believe Viaskin may offer a convenient, self-administered, non-invasive immunotherapy to patients.

Our most advanced product candidate is Viaskin Peanut, which has been evaluated in nine clinical studies, including four Phase II studies and two Phase III studies, as a potential therapy for children ages four to eleven with peanut allergy. We also have an ongoing Phase III study of Viaskin Peanut in children ages one to three with peanut allergy.

We have two earlier-stage food allergy programs: Viaskin Milk, which is in Phase II of clinical development, and Viaskin Egg, which is in preclinical development. We are also exploring potential applications of our Viaskin platform in vaccines and other immune diseases such as Eosinophilic Esophagitis, or EoE.

As a global biopharmaceutical company, we structure our compensation program to attract global talent. The overall objectives of our executive compensation policies and programs are to:

•

attract, retain and motivate superior executive talent;

•

provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention;

•

align our executives’ interests with those of our stockholders;

•

link pay to company performance; and

•

offer pay opportunities that are competitive with the biopharmaceutical market in which we compete in order to recruit and retain top talent, while maintaining reasonable cost and dilution to our shareholders.

In establishing specific compensation levels for our executive officers, we considering benchmarking information provided from our independent compensation consultant. For 2020, we considered the following companies to be in our peer group for benchmarking purposes:

Aimmune Therapeutics

Apellis Pharmaceuticals Inc.

Aurinia Pharmaceuticals Inc.

Esperion Therapeutics, Inc.

Intercept Pharmaceuticals Inc.

Intra-Cellular Therapies, Inc.

Mesoblast Ltd.

Myovant Sciences Ltd.

Revance Therapeutics Inc.

Rhythm Pharmaceuticals Inc.

Tricida Inc.

Viela Bio, Inc. (subsequently acquired by Horizon Therapeutics plc)

Zealand Pharma A/S

Zogenix, Inc.

Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based incentives and long-term incentive compensation. Our compensation philosophy with respect to these elements is as follows:

•

Base salary (fixed cash):

•

Target market median in the French or U.S., depending on job location.

•

Provides financial stability and security through a fixed amount of cash for performing job responsibilities.

•

Generally reviewed annually by the compensation committee based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and the overall performance of our company) and by reference to market data provided by our independent compensation consultant).

•

Annual non-equity performance incentive plan (at risk cash):

•

Motivates and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives and individual contributions.

•

Target bonus amounts are generally reviewed annually by the compensation committee, including by reference to market data provided by our independent compensation consultant.

•

Bonus opportunities are dependent on the achievement of specific corporate objectives established at the beginning of the year by the board of directors and individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals.

•

Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated corporate performance objectives (which allow for 0% to 150% achievement) and, where applicable, individual performance objectives. Any corporate achievement of less than 50% results in no annual incentive compensation for our executive officers.

•

For 2020, the compensation committee determined that our company had achieved 55% of the corporate objectives established by the board. See Annex D for further information on our achievement of corporate objectives.

•

Long-term incentives (at-risk equity):

•

Long-term incentives, or LTIs, represent the bulk of our executive compensation.

•

Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term.

•

Includes a mix of Stock-Options (SOs) and Restricted Stock Units (RSUs). The relative ratio of SOs to RSUs increases as a function of organizational seniority, such that our executive officers receive upwards of 80% of their LTIs as SOs, which we believe is consistent with our peer companies and particularly our U.S. peer companies.

•

Annual equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity among executives and market data provided by our independent compensation consultant.

•

We focus on time-vesting awards. Time based vesting over four years (25 % at month 12, and 12.5% every 6 months afterwards) allows for retention that is aligned to the biotechnology

industry’s longer time horizon for value creation and is competitive with market practices. Further, our focus on time-vesting awards allow us to most optimally allocate our resources by enabling us to shift resources towards the most promising opportunities for shareholder value creation.

The compensation committee aims to structure a significant portion of the named executive officers’ total target compensation to be comprised of performance-based bonus opportunities and LTIs, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate objectives. In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both the performance and skills of each of our executives, as well as the compensation paid to executives at similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value.

Chief Executive Officer Compensation

In 2020, the elements of our chief executive officer’s compensation were:

•

Base salary: Mr. Tassé’s annual base salary has remained at $600,000 since joining our company in November 2018. This amount is between the 50^th and 75^th percentile of the market data compiled by our independent compensation consultant, in order to remain competitive with the companies with whom we compete.

•

Annual incentive award: For 2020, in addition to determining that the company had achieved 55% of the corporate objectives established by the board, the board approved a supplemental incentive award to Mr. Tassé equal to 11% of his base salary for his work in reorganizing our company and significantly reducing our expenses while advancing our Viaskin Peanut program and other core capabilities. In total, Mr. Tassé’s annual incentive award equaled 66% of his base salary in 2020, as compared to 130% in 2019.

•

LTIs: In 2020, the board granted Mr. Tassé a SO to purchase 274,000 ordinary shares, which represented approximately 0,50% of our outstanding capital, which aligned to market practice of 0.45 to 0.55% at the median of our comparable companies. Such SOs have a four-year vesting schedule (25% at month 12, and 12.5% every 6 months afterwards) and a 10-year exercise window, subject to Mr. Tassé’s continued service at our company.

Executive Compensation Arrangements

For a discussion of our employment arrangements with our executive officers, see “Related Party Transactions –Arrangements with Our Directors and Executive Officers.” Except the arrangements described in “Related Party Transactions—Arrangements with Our Directors and Executive Officers,” there are no arrangements or understanding between us and any of our other executive officers providing for benefits upon termination of their employment, other than as required by applicable law.

French “Say-on-Pay” Requirements Related to Executive Compensation

French legal background on say-on-pay requirements

French laws applicable our company requires that all type of compensation to be granted or that have been granted to certain corporate officers (Chairman of the Board, directors, chief executive officers, deputy chief executive officers, if any) be presented and approved shareholders at our annual shareholders ’general meeting, as regards on one hand compensation policy applicable these corporate officers for the coming year (Ex Ante Vote) and on the other hand the compensation that was granted to these executive officers for the past year (Ex Post Vote).

No compensation component, of any nature whatsoever, may be determined, allocated or paid by our company, nor any commitment made by our company if it is not in accordance with the approved compensation policy or, in its absence, with the compensation or practices existing within our company.

The determination, review and implementation of the compensation policy for each of the corporate officers is carried out by the Board on the recommendation of the Compensation Committee. When the Board decides on a compensation component or a commitment in favor of the Chairman of the Board or the Chief Executive Officer, the interested party may not take part in the deliberations or vote on the component or commitment concerned.

Ex Ante Vote

Our Board of Directors shall draw up a remuneration policy that is made in accordance with our corporate purposes, that shall contribute to our company’s sustainability and that shall be part of our company’s business strategy. It shall comprise all type of remunerations to be granted to corporate officers (whether fixed, variable or exceptional) and shall explain how it has been determined and how it is implemented by our company. Such compensation policy shall be approved by our shareholders at our annual shareholders’ meeting.

As part of the decision-making process followed for the determination and review of the compensation policy, the conditions of compensation and employment of our company’s employees were taken into account by the Compensation Committee and the Board.

In proposing the structure of this compensation, the Compensation Committee also relies on studies indicating market practices for comparable companies. These studies are based on a sample of companies with common characteristics in terms of size, workforce, market capitalization, clinical stage or geographic footprint.

The Compensation Committee ensures that none of the components of remuneration is disproportionate and analyses the remuneration as a whole, taking into account all of its components.

In the event of a change in governance, the compensation policy will be applied our new executive officers, with necessary adjustments where applicable.

Such compensation policy is described in our annual corporate governance report, a portion of which, translated to English, is included as Annex B to this Proxy Statement and which was incorporated in Section 4 of our 2021 Universal Registration Document (URD) filed with the French Market Authority on March 17, 2021 under number D.21-0141.

Ex Post vote

The annual ordinary shareholders’ meeting must decide each year on the remuneration awarded or paid during the financial year to the corporate officers. This “ex-post” vote concerns two sets of resolutions, one concerning all corporate officers, the other concerning only some of them.

Our annual shareholders’ meeting shall then approve fixed, variable and exceptional items comprising the total compensation and benefits of any kind paid during the previous financial year or awarded for said financial year to the corporate officers.

With regard to the vote on the information concerning all corporate officers, and in the event that the proposed resolution is rejected, the Board of Directors must submit a revised remuneration policy for approval at the next general meeting; the payment of sums allocated for the current financial year to the directors as remuneration for their activity is suspended until this approval. A further negative vote on the resolution on the new remuneration policy will result in a permanent ban on the payment of the suspended remuneration.

A description of our corporate officers’ compensation for the previous financial year is included in Annex C, Part 1 and Part 2 to this proxy statement.

As regards the vote on the fixed, variable, and exceptional components of the total compensation and benefits of any kind paid or granted during the past financial year to the Chairman of the Board of Directors, the chief executive officer and the deputy chief executive officer, and if the proposed resolution is rejected by the general meeting, the remuneration components remain in place, but the variable and exceptional remuneration components may not be paid to the said corporate officer

A description of the compensation paid to Mr. Michel de Rosen, Mr. Daniel Tassé and Ms. Marie-Catherine Théréné for the previous financial year is included in Annex C, Part 2 to this proxy statement.

Limitations on Liability and Indemnifications Matters

Under French law, provisions of by-laws that limit the liability of directors are prohibited. However, French law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities incurred by any of their directors and officers involved in a third-party action, provided that they acted in good faith and within their capacities as directors or officers of the company. Criminal liability cannot be indemnified under French law, whether directly by the company or through liability insurance.

We maintain liability insurance for our directors and officers, including insurance against liability under the Securities Act and we intend to enter into agreements with our directors and executive officers to provide contractual indemnification. With certain exceptions and subject to limitations on indemnification under French law, these agreements will provide for indemnification for damages and expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding arising out of his or her actions in that capacity. We believe that this insurance and these agreements are necessary to attract qualified directors and executive officers.

These agreements may discourage shareholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and executive officers, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these insurance agreements.

Certain of our non-employee directors may, through their relationships with their employers or partnerships, be insured against certain liabilities in their capacity as members of our board of directors.

Equity Compensation Plan Information

Shares Authorized for Delivery under Equity Compensation Plans—

The following table provides information about our Ordinary Shares that may be issued (or transferred) under our equity compensation plans at December 31, 2020:


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 (11)		Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders:
Non-Employee Warrants (BSA)		218,008	€	52.78		—
Employee Warrants (BSPCE)		82,500	€	5.13		—
Stock options (OSA)		2,610,510	€	18.78		2,904,052
Restricted Stock Units		1,118,745		N/A		623,734
Equity compensation plans not approved by security holders:
None

(11)	Exercise prices, grant date share fair values and fair value per equity instruments are provided in Euros, as the Company is incorporated in France and the Euro is the currency used for the grants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of ordinary shares as of March 31, 2021 for:

•

each beneficial owner of more than 5% of our ordinary shares;

•

each of our named executive officers and directors; and

•

all of our executive officers and directors as a group

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. In computing the number of ordinary shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 31, 2021 are considered outstanding. These ordinary shares, however, are not included in the computation percentage ownership of any other person. Applicable percentage ownership is based on 54,936,687 ordinary shares outstanding as of March 31, 2021.

Unless otherwise indicated, the address for each of the shareholders listed in the table below is c/o DBV Technologies S.A., 177-181 Avenue Pierre Brossolette – 92120 Montrouge, France.


	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
5% Shareholders
Entities affiliated with Caisse de Dépôts et Consignations (1)		4,668,702		8.5	%
Entities affiliated with Baker Bros. Advisors LP (2)		11,614,670		21.1	%
Entities affiliated with Boxer Capital, LLC (3)		3,767,299		6.9
Entities affiliated with Perceptive Advisors (4)		4,422,123.5		8.1	%
Morgan Stanley (5)		2,855,825		5.2	%

Named Executive Officers, Directors and Director Nominees
Daniel Tassé		250,000		*
Sébastien Robitaille		15,000		*
Pharis Mohideen		11,250
Ramzi Benamar		—		—
Michel de Rosen (6)		32,570		*
Dr. Torbjörn Bjerke (7)		42,925		*
Maïlys Ferrère		—		—
Michael J. Goller (8)		21,500		*
Viviane Monges (9)		600		*
Timothy E. Morris		—		—
Adora Ndu		—		—
Julie O’Neill (10)		16,000		*
Ravi Rao		—		—
Daniel Soland (11)		36,500		—
All current directors and current executive officers as a group (11 persons) (12)		425,745		*

*	Represents beneficial ownership of less than 1% of our outstanding ordinary shares.

(1)

The information shown is based, in part, on an declaration Schedule 13D/A filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“BpiP”), (ii) Innobio FPCI, a fonds professionnel de capital investissement (“Innobio”), (iii) Bpifrance Investissement

S.A.S., a French management company (société de gestion) (“BpiI”), (iv) CDC Croissance S.A., a société anonyme incorporated under the laws of the Republic of France (“CDCC”), (v) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (vi) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vii) Bpifrance S.A. (“BPI”), a société anonyme incorporated under the laws of the Republic of France, on February 12, 2021. Consists of 4,442,569 ordinary shares directly held by BpiP and 226,133 ordinary shares directly held by Innobio. BpiP is a subsidiary owned at 99.99% by BPI. CDC and EPIC each hold 49.2% of the share capital of BPI and jointly control BPI. Innobio is managed by BpiI. BpiI is a wholly-owned, indirect subsidiary of BpiP. Neither BPI, EPIC nor BpiI hold any ordinary shares directly. BpiI may be deemed to be the beneficial owner of 226,133 ordinary shares, through its management of Innobio. BPI may be deemed to be the beneficial owner of 4,442,569 ordinary shares held by BpiP, indirectly through its 99.99% ownership of BpiP. CDC and EPIC may be deemed to be the beneficial owners of 4,442,569 ordinary shares held by BpiP, indirectly through their joint ownership and control of BPI. The principal address for CDC Croissance is 209, rue de l’Université, 75007 Paris. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Innobio, Bpifrance Investissement, EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

(2)

Based on information provided in a Form 3 filed by Baker Bros. Advisors LP on January 11, 2021. Consists of (a) 4,286,038 ordinary shares held in the aggregate by 667, L.P. , Baker Brothers Life Sciences Capital, L.P. and Baker Brothers Life Sciences, L.P. (collectively, the “Baker Bros. Holders”), (b) 14,614,264 ADSs representing 7,307,132 ordinary shares held by the Baker Bros. Holders and (c) 21,500 ordinary shares issuable upon the exercise of warrants (the “Baker Bros. Warrants”) that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law. As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.’s right to receive an allocation of a portion of the profits from 667. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P, (“Life Sciences”, and together with 667, the “Funds”), Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.’s right to receive an allocation of a portion of the profits from Life Sciences. Baker Bros. Advisors LP (the “Adviser”) serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the “Adviser GP”) is the Adviser’s sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein. Michael Goller, a full-time employee of the Adviser currently serves on DBV’s Board of directors as a representative of the Funds. The policy of the Funds and the Adviser does not permit full-time employees of the Adviser to receive compensation for serving as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in the Baker Bros. Warrants. Michael Goller has no voting or dispositive power and no pecuniary interest in the Baker Bros. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power and have no direct pecuniary interest in the Baker Bros. Warrants held by Michael Goller. The Funds are instead entitled to the pecuniary interest in the Baker Bros. Warrants held by Michael Goller. The Adviser has voting and investment power over the Baker Bros. Warrants held by Michael

Goller. The address for each of these entities is 860 Washington Street, 3rd Floor, New York, New York 10014.

(3)

This information is based solely on a Schedule 13G filed by Boxer Capital, LLC, or Boxer Capital, Boxer Asset Management Inc., or Boxer Management, Joe Lewis, MVA Investors and Aaron Davis on February 16, 2021. Comprised of ordinary shares held through American Depositary Shares. Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management. The principal business address for Boxer Capital, MVA Investors and Aaron Davis is 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address for Boxer Management and Joe Lewis is Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.

(4)

This information is based solely on a Schedule 13G/A filed by Perceptive Advisors LLC, or Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd., or the Master Fund, on February 16, 2021. The Master Fund directly holds 1,124,371 Ordinary Shares of Common Stock and 6,595,505 American Depositary Shares, each representing one-half of one Ordinary Share. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund. The principal business address for Perceptive Advisors is 51 Astor Place, 10th Floor, New York, New York 10003.

(5)	Based on information provided in a Schedule 13G filed by Morgan Stanley on January 25, 2021. The principal business address for Morgan Stanley is 1585 Broadway, New York, New York 10036.

(6)	Consists of (a) 23,570 shares and (b) 9,000 shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law

(7)	Consists of (a) 35,925 shares and (b) 7,000 shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law.

(8)

Consists of shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law. Mr. Goller has neither voting nor dispositive power and has no direct pecuniary interest in these securities. He has entered into an agreement with Baker Bros. Advisors LP related to his beneficial ownership of our securities, as disclosed in a Schedule 13D/A filed by Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker on June 26, 2018.

(9)	Consists of shares that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law.

(10)	Consists of shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law.

(11)	Consists of shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law.

(12)	Consists of (a) 80,095 shares and (b) 346,250 shares issuable upon the exercise of options and warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Because we were, prior to January 1, 2021, a foreign private issuer, our officers, directors and greater than ten percent shareholders were not required to make any filings pursuant to Section 16(a) in the year ended December 31, 2020.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policies and Procedures for Related Person Transactions

We have adopted a related-party transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related-party transactions. For purposes of our policy only, a related-party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related parties are, were or will be participants, which are not (1) in the ordinary course of business, (2) at arms’ length and (3) in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. For purposes of this policy, a related party is any executive officer, director (or nominee for director) or beneficial owner of more than five percent (5%) of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related-party transaction, including any transaction that was not a related-party transaction when originally consummated or any transaction that was not initially identified as a related-party transaction prior to consummation, our management must present information regarding the related-party transaction to our board of directors for review, consideration and approval. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related parties, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third-party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-party transactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related-party transactions, our board, or to the extent permitted by applicable law an independent body of our board, will take into account the relevant available facts and circumstances including, but not limited to:

•

the risks, costs and benefits to us;

•

the impact on a director’s independence in the event that the related-party is a director, immediate family member of a director or an entity with which a director is affiliated;

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the availability of other sources for comparable services or products; and

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the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related-party transaction, our board of directors, or if permitted by applicable law an independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our shareholders, as our board of directors, or if permitted by applicable law an independent body of our board of directors, determines in the good faith exercise of its discretion.

Related Party Transactions

Since January 1, 2019, we have engaged in the following transactions with our directors, executive officers and holders of more than five percent (5%) of our outstanding voting securities and their affiliates, which we refer to as our related-parties.

Participation in April 2019 Underwritten Global Offering

As part of our April 2019 underwritten global offering, certain of our holders of more than 5% of our outstanding voting securities and their affiliates purchased an aggregate of 3,099,772 ordinary shares at the public offering price of €12.02 per ordinary share. The following table sets forth the aggregate number of

ordinary shares that certain of our holders of more than 5% of our outstanding voting securities and their affiliates purchased:


Related Party	Number of Ordinary Shares
Baker Brothers Life Sciences, L.P.		1,851,852
Bpifrance Participations S.A.		1,247,920

Participation in October 2019 Underwritten Global Offering

As part of our October 2019 underwritten global offering, one of our holders of more than 5% of our outstanding voting securities and their affiliates purchased an aggregate of 9,104,704 ADSs at the public offering price of $6.59 per ADS. The following table sets forth the aggregate number of ADSs that one of our holders of more than 5% of our outstanding voting securities and their affiliates purchased:


Related Party	Number of ADSs
Entities affiliated with Baker Bros. Advisors LP (1)		9,104,704

(1)	Consists of 8,351,123 ADSs issued to Baker Brothers Life Sciences, L.P. and 753,581 ADSs issued to 667, L.P.

Participation in February 2020 Underwritten Global Offering

As part of our February 2020 underwritten global offering, two of our holders of more than 5% of our outstanding voting securities and their affiliates purchased an aggregate of 664,419 ordinary shares at the public offering price of €18.63 per ordinary share. The following table sets forth the aggregate number of ordinary shares that two of our holders of more than 5% of our outstanding voting securities and their affiliates purchased:


Related Party	Number of Ordinary Shares
Entities affiliated with Baker Bros. Advisors LP (1)		450,000
Bpifrance Participations S.A.		214,419

(1)	Consists of 450,000 ordinary shares issued to Baker Brothers Life Sciences, L.P.

Registration Rights

In March 2018, we entered into a registration rights agreement, or the Registration Rights Agreement, with entities affiliated with Baker Bros. Advisors LP, or Baker Brothers, pursuant to which Baker Brothers is entitled to rights with respect to the registration under the Securities Act of ordinary shares and ADSs, including ordinary shares or ADSs issuable upon the exercise or conversion of any other securities (whether equity, debt or otherwise) owned or subsequently acquired by Baker Brothers. These rights include demand registration rights and piggyback registration rights. All fees, costs and expenses of underwritten registrations will be borne by us and all selling expenses, including underwriting commissions, will be borne by Baker Brothers. Under the terms of the Registration Rights Agreement, we are required, upon the request of Baker Brothers, to file a registration statement covering, and use our reasonable best efforts to effect, the registration of the ordinary shares, including in the form of ADSs, requested to be registered for public resale. In addition, if we register our securities either for our own account or for the account of other security holders under certain circumstances more than six months following the completion of our March 2018 underwritten global offering, Baker Brothers is entitled to include its ordinary shares or ADSs in such registration. Subject to certain exceptions, we and the underwriters may limit the number of ordinary shares or ADSs included in an underwritten offering conducted pursuant to the terms of the Registration Rights Agreement if the underwriters believe that including such securities would adversely affect the offering. The registration rights granted under the Registration Rights Agreement will terminate ten years after the date of the Registration Rights Agreement.

Agreements with Our Directors and Executive Officers

Employment and Consulting Arrangements

Daniel Tassé. In November 2018, we entered into an executive agreement (as French “mandataire social”) with Mr. Daniel Tassé, our current Chief Executive Officer. He is entitled to an annual base salary. Mr. Tassé is also eligible to receive equity grants as our board of directors may determine and to participate in our bonus plan.

In December 2018, our board of directors fixed the performance criteria in the event of termination of Mr. Daniel Tassé’s duties as our Chief Executive Officer. He will benefit from a severance package if all the following objectives are achieved: (i) Viaskin Peanut is approved in a major market; (ii) build an EPIT pipeline with three ongoing clinical trials; (iii) six months cash runway as defined by the last quarter of spend on the day of severance. Compliance with these performance conditions will be established by our board of directors prior to any payment.

In the event of termination “without cause” or for “good reason”, we will pay an amount equal to the sum of: (i) 18 months of Mr. Tassé’s base salary and (ii) the target bonus at a 100% achievement level.

In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change of control, those same amounts get paid in a lump sum.

Sébastien Robitaille. In September 2015, we entered into an employment agreement with Mr. Robitaille, our then Senior Vice President, Group Controller & Information Systems and current Chief of Staff. Mr. Robitaille is entitled to an annual base salary. Mr. Robitaille is also eligible to receive equity grants as our board may determine and to participate in our bonus plan.

Dr. Pharis Mohideen. In July 2019, we entered into an employment agreement with Mr. Mohideen, our Chief Medical Officer. Mr. Mohideen is entitled to an annual base salary. Mr. Mohideen is also eligible to receive equity grants as our board may determine and to participate in our bonus plan.

Ramzi Benamar. In January 2020, we entered into an employment agreement with Mr. Benamar, our then-Chief Financial Officer. Mr. Benamar was entitled to an annual base salary. Mr. Benamar was also eligible to receive equity grants as our board determined from time to time and to participate in our bonus plan. Mr. Benamar’s service as our Chief Financial Officer ceased in October 2020.

Julie O’Neill. In December 2018, we entered into a consulting agreement with Julie O’Neill, a member of our board of directors, pursuant to which she agreed to provide chemistry, manufacturing and controls advice. Upon our request, she: (i) examined and remedied the shortcomings identified by the FDA; (ii) examined and provided answers on all aspects of the technical operations, including, by way of non-exclusive example, process development, analytical development, manufacture, engineering, the procurement chain, quality control and quality assurance and (iii) advised our Chief Executive Officer and our internal services at the request of our Chief Executive Officer. The term of the agreement was for one year. Ms. O’Neill received €45,000 per month and was eligible to receive certain success fees allocated as follows: (i) a maximum of €200,000 for the resubmission of the BLA to the FDA for the treatment of peanut allergy in children four to 11 of age and; (ii) an additional amount of up to €250,000 if and when the FDA has approved the Viaskin Peanut BLA.

Director and Executive Officer Compensation

See “Board of Directors and Corporate Governance” and “Executive Compensation” for information regarding compensation of directors and executive officers.

Equity Awards

Since January 1, 2019, we have issued the following equity awards to our related parties:

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On January 15, 2019, we issued an aggregate of 9,500 options shares to new U.S. employees.

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On March 20, 2019, we issued an aggregate of 547,100 option shares to U.S. employees, of which 187,500 were to certain of our executive officers.

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On May 10, 2019, we issued an aggregate of 100,000 free shares to certain of our French employees and French executive officers.

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On May 15, 2019, we issued an aggregate of 7,200 option shares to new U.S. employees.

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On May 24, 2019, we issued an aggregate of 150,000 option shares to our CEO.

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On June 17, 2019, we issued an aggregate of 7,200 option shares to new U.S. employees.

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On July 1, 2019, we issued an aggregate of 403,400 option shares to U.S. employees.

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On July 22, 2019, we issued an aggregate of 75,000 option shares to certain of our executive officers.

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On July 31, 2019, we issued an aggregate of 23,750 free shares to certain of our French employees.

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On August 11, 2019, we issued an aggregate of 40,000 free shares to certain of our French employees and French executive officers.

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On September 16, 2019, we issued an aggregate of 34,000 option shares to new U.S. employees.

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On October 16, 2019, we issued an aggregate of 3,500 option shares to new U.S. employees.

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On December 16, 2019, we issued an aggregate of 53,100 option shares to new U.S. employees.

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On December 19, 2019, we issued an aggregate of 23,600 free shares to all French employees.

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On January 15, 2020, we issued an aggregate of 85,200 option shares to certain US employees and executive officers.

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On March 16, 2020, we issued an aggregate of 5,000 free shares to certain French employees.

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On April 29, 2020, we issued an aggregate of 20,000 free shares to certain French employees.

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On November 24, 2020, we issued an aggregate of 475,000 free shares 1,216,200 option shares to US & French employees and executive officers.

See “Board of Directors and Corporate Governance” and “Executive Compensation” for further information regarding equity awards to directors and executive officers.

Bonus Plans

All our executive officers are entitled to a bonus ranging between 50% and 150% based on yearly objectives determined by our board of directors upon recommendation of our compensation committee.

Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers. See “Limitations on Liability and Indemnification Matters” above.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

AUDIT FEES AND SERVICES

The following tables presents fees for professional audit services rendered by KPMG S.A. and Deloitte & Associés for the audit of the Company’s annual financial statements for the years ended December 31, 2019 and December 31, 2020 as well as fees billed for other services rendered by KPMG S.A. and Deloitte & Associés during those periods.

The amounts relating to audit fees and services in 2020 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1422, which represents the average exchange rate for the year ended December 31, 2020, and those relating to audit fees and services in 2019 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1195, which represents the average exchange rate for the year ended December 31, 2019.

The following table presents aggregate fees billed to the Company for the fiscal years ended December 31, 2020 and December 31, 2019 by Deloitte & Associés:


	Fiscal Year Ended
(in thousands of dollars)	2020	2019

SEC Form DEF 14A filed by DBV Technologies S.A.