DEF 14A

DEF 14A 1 d312208ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

EPIZYME, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

EPIZYME, INC.

400 Technology Square, 4th Floor

Cambridge, Massachusetts 02139

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To be held on May 17, 2022

You are cordially invited to attend the 2022 Annual Meeting of Stockholders, or the Annual Meeting, of Epizyme, Inc., which is scheduled to be held on Tuesday, May 17, 2022 at 10:00 a.m. Eastern time. The Annual Meeting will be held via the Internet this year, at a virtual web conference at meetnow.global/MM2596W.

Only stockholders who owned common stock at the close of business on March 22, 2022 can vote at the Annual Meeting or any adjournment that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

Election of four class III directors to our board of directors, each to serve until the 2025 annual meeting of stockholders;

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

Approval on an advisory (non-binding) basis, of the compensation of our named executive officers;

Approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 225,000,000 to 450,000,000;

Approval of the Epizyme, Inc. 2022 Equity Incentive Plan;

Approval of an amendment to the Epizyme, Inc. 2013 Employee Stock Purchase Plan to eliminate the annual “evergreen” provision and authorize 2,500,000 shares of common stock for issuance under such plan; and

Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information, including the nominees for director, in the proxy statement for the Annual Meeting, which is available for viewing, printing and downloading at http://www.edocumentview.com/epzm. The board of directors recommends that you vote in favor of each of proposals one through six as outlined in the attached proxy statement.

Instead of mailing a paper copy of our proxy materials to all of our stockholders, we are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, instead of a paper copy of this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2021, or the 2021 Annual Report. We plan to mail the Notice on or about March 30, 2022. The Notice contains instructions on how to access our proxy materials over the Internet. The Notice also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2021 Annual Report, and a form of proxy card.

We cordially invite all stockholders to attend the Annual Meeting online. Holders of our common stock as of the close of business on March 22, 2022, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. Whether or not you expect to attend the Annual Meeting online, please vote your shares to ensure your representation and the presence of a quorum at the Annual Meeting. If you are a holder of our common stock as of the close of business on the record date, you may vote your shares on the Internet by visiting https://www.investorvote.com/epzm, by telephone by calling 1-800-652-VOTE (8683) and following the recorded instructions or by completing, signing, dating, and returning a proxy card. Your vote is important regardless of the number of shares you own. If you mail your proxy card or vote by telephone or the Internet and then decide to attend the Annual Meeting online to vote your shares during the meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Our Annual Meeting will be a “virtual meeting” of stockholders this year, which will be conducted exclusively via the Internet as a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting meetnow.global/MM2596W. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.

A complete list of registered stockholders will be available to holders of our common stock as of the close of business on the record date of March 22, 2022 during the Annual Meeting for examination at

meetnow.global/MM2596W.

By order of the Board of Directors,

/s/ Grant Bogle

Grant Bogle

President and Chief Executive Officer

Cambridge, Massachusetts

March 30, 2022

Epizyme, Inc.

Proxy Statement

Table of Contents


	Page
Proxy Statement		1
Important Information About the Annual Meeting and Voting		2
Proposal No. 1: Election of Class III Directors		8
Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022		15
Corporate Governance		17
Executive Compensation		26
Proposal No. 3: Advisory Vote on Executive Compensation		60
Proposal No. 4: Approval of an Amendment to Our Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock		61
Proposal No. 5: Approval of the Epizyme, Inc. 2022 Equity Incentive Plan		63
Proposal No. 6: Approval of an Amendment to the Epizyme, Inc. 2013 Employee Stock Purchase Plan to eliminate the annual evergreen provision and authorize 2,500,000 shares of common stock for issuance under such plan		77
Transactions with Related Persons		82
Principal Stockholders		85
Delinquent Section 16(a) Reports		88
Report of the Audit Committee		88
Householding		89
Stockholder Proposals		89
Other Matters		90

Unless otherwise stated or the context indicates otherwise, all references in this proxy statement to “Epizyme,” “Epizyme, Inc.,” “we,” “us,” “our,” “our company,” “the Company” and similar references refer to Epizyme, Inc. and its wholly owned subsidiary, Epizyme Securities Corporation; all references herein to “TAZVERIK^® (tazemetostat),” “TAZVERIK^®” and “TAZVERIK” refer to tazemetostat in the context of the commercially-available product for which we received accelerated approval from the United States Food and Drug Administration, or FDA, in January 2020 for epithelioid sarcoma, or ES, and in June 2020 for follicular lymphoma, or FL; and all references herein to “tazemetostat” refer to tazemetostat in the context of the product candidate for which we are exploring further applications and indications. Epizyme^® and TAZVERIK^® are registered trademarks of Epizyme, Inc. in the United States and other countries. Epizyme, Inc. has also submitted trademark applications for Epizyme^™ and TAZVERIK^™ in other countries. All other trademarks, service marks or other tradenames appearing in this proxy statement are the property of their respective owners.

LOGO

EPIZYME, INC.

400 Technology Square, 4th Floor

Cambridge, Massachusetts 02139

617-229-5872

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

to be held on May 17, 2022

This proxy statement contains information about the Annual Meeting of Stockholders of Epizyme, Inc., or the Annual Meeting, to be held on Tuesday, May 17, 2022 at 10:00 a.m. Eastern time. The Annual Meeting will be held via the Internet this year, as a virtual web conference at meetnow.global/MM2596W. The board of directors of Epizyme is using this proxy statement to solicit proxies for use at the Annual Meeting.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of Meeting. If you are a stockholder as of the close of business on the record date, you may change your vote or revoke your proxy at any time before it is exercised at the meeting by giving our corporate Secretary written notice to that effect.

Instead of mailing a paper copy of our proxy materials to all of our stockholders, we are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or Notice, instead of a paper copy of this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2021, or the 2021 Annual Report. We plan to send the Notice on or about March 30, 2022, and it contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2021 Annual Report, and a form of proxy card.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on May 17, 2022:

This proxy statement and our 2021 Annual Report are

available for viewing, printing and downloading at http://www.edocumentview.com/epzm.

A copy of our annual report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Epizyme, Inc. 400 Technology Square, 4th Floor, Cambridge, Massachusetts 02139. This proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2021 are also available on the SEC’s website at http://www.sec.gov.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose of the Annual Meeting

At the Annual Meeting, our stockholders will consider and vote on the following matters:

Election of four class III directors to our board of directors, each to serve until the 2025 annual meeting of stockholders;

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers;

Approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 225,000,000 to 450,000,000;

Approval of the Epizyme, Inc. 2022 Equity Incentive Plan;

Approval of an amendment to the Epizyme, Inc. 2013 Employee Stock Purchase Plan to eliminate the annual evergreen provision and authorize 2,500,000 shares of common stock for issuance under such plan; and

Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

As of the date of this proxy statement, we are not aware of any business to come before the meeting other than the first six items noted above.

Board of Directors Recommendation

Our board of directors unanimously recommends that you vote:

FOR the election of the four nominees to serve as class III directors on our board of directors for a three-year term;

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers;

FOR the approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 225,000,000 to 450,000,000;

FOR the approval of the Epizyme, Inc. 2022 Equity Incentive Plan; and

FOR the approval of an amendment to the Epizyme, Inc. 2013 Employee Stock Purchase Plan to eliminate the annual evergreen provision and authorize 2,500,000 shares of common stock for issuance under such plan.

Availability of Proxy Materials

The proxy materials, including this proxy statement, a proxy card and our 2021 Annual Report are available for viewing, printing and downloading on the Internet at http://www.edocumentview.com/epzm.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date of March 22, 2022, are entitled to receive notice of the Annual Meeting and to vote the shares of our common stock that they held on that date. As of

March 22, 2022, there were 164,790,509 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

Difference between a “stockholder of record” and a beneficial owner of shares held in “street name”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare, then you are considered a “stockholder of record” of those shares. You may vote your shares by proxy prior to the Annual Meeting by following the instructions contained in the Notice and in the section titled “How do I vote at the Annual Meeting” on page 4 of this proxy statement.

Beneficial Owners of Shares Held in Street Name. If your shares are held in a brokerage account or by a bank, trust or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name.” The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

We are pleased to comply with the SEC rules that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, on or about March 30, 2022, we plan to send our stockholders and beneficial owners a copy of the Notice instead of paper copies of this proxy statement, our proxy card, and our 2021 Annual Report. Detailed instructions on how to access these materials via the Internet may be found in the Notice. The Notice also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2021 Annual Report, and a form of proxy card. This proxy statement and our 2021 Annual Report are available for viewing, printing and downloading on the Internet at http://www.edocumentview.com/epzm.

Why is the Annual Meeting a virtual, online meeting?

Our Annual Meeting will be a virtual meeting of stockholders this year where stockholders will participate by accessing a website using the Internet. There will not be a physical meeting location. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our Annual Meeting by enabling stockholders to participate remotely from any location around the world. We have designed the virtual annual meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

How do I virtually attend the Annual Meeting?

We will host the Annual Meeting live online via webcast. You may attend the Annual Meeting live online by visiting meetnow.global/MM2596W. The webcast will start at 10:00 a.m. Eastern time on Tuesday, May 17, 2022. You are entitled to participate in the Annual Meeting only if you were a stockholder as of the close of business on the record date of March 22, 2022, or if you hold a valid proxy for the Annual Meeting.

If you are a stockholder of record, then you do not need to register to virtually attend the Annual Meeting. Please follow the instructions on the Notice or proxy card that you received. You will need the control number included on your proxy card in order to be able to enter the Annual Meeting online. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or in the instructions that accompanied your proxy materials. The online meeting will begin promptly at 10:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time to leave ample time for the online check-in proceedings.

If you hold your shares in “street name” you must register in advance to virtually attend the Annual Meeting. To register to virtually attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Epizyme, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on May 12, 2022. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to Computershare as follows:

By E-mail: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By Mail:

Computershare

Epizyme, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

How do I submit a question at the Annual Meeting?

You will be able to submit your questions prior to and during the Annual Meeting by visiting

meetnow.global/MM2596W.

How do I vote at the Annual Meeting?

If you are a stockholder of record, you can vote your shares in one of two ways: either by proxy or if you attend the Annual Meeting online, during the Annual Meeting. If you choose to vote by proxy, you may do so by telephone, via the Internet or by mail. Each of these methods is explained below.

•

By Telephone. You may transmit your proxy over the phone by calling 1-800-652-VOTE (8683) and following the instructions provided in the Notice and on the proxy card.

•

Via the Internet. You may transmit your proxy via the Internet prior to the Annual Meeting by following the instructions provided in the Notice and on the proxy card.

•

By Mail. If you requested printed copies of proxy materials, you can vote by mailing your proxy card as described in the proxy materials.

•

Online during the Annual Meeting. You may vote your shares online while virtually attending the Annual Meeting by visiting meetnow.global/MM2596W. You will need your control number included on your proxy card in order to be able to vote during the Annual Meeting. Even if you plan to attend the Annual Meeting online, we urge you to vote your shares by proxy in advance of the Annual Meeting so that if you should become unable to attend the Annual Meeting online your shares will be voted as directed by you.

Telephone and Internet voting for stockholders of record will be available until 1:00 am Eastern time on May 17, 2022, and mailed proxy cards must be received by May 16, 2022 in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended.

If you are the beneficial owner of shares held in “street name” and you wish to vote online during the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares and demonstrate proof of beneficial ownership to virtually attend the Annual Meeting. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization.

Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials?

No. The Notice contains instructions on how to vote via the Internet, by telephone, by requesting and returning a paper proxy card by mail, or by virtually attending the Annual Meeting and voting during the Annual Meeting.

What constitutes a quorum?

A quorum of stockholders is necessary to hold a valid meeting. Our amended and restated by-laws provide that a quorum will exist if stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote are present at the meeting in person or by proxy. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

Abstentions and broker non-votes count as present for establishing a quorum but will not be counted as votes cast. Broker non-votes occur when your broker or other nominee submits a proxy for your shares (because the broker or other nominee has received instructions from you on one or more proposals, but not all proposals, or has not received instructions from you but is entitled to vote on a particular “discretionary” matter) but does not indicate a vote for a particular proposal because the broker or other nominee either does not have the authority to vote on that proposal and has not received voting instructions from you or has discretionary authority but chooses not to exercise it.

May I see a list of stockholders entitled to vote as of the record date for the Annual Meeting?

A complete list of registered stockholders will be available to stockholders of record during the Annual Meeting for examination at meetnow.global/MM2596W.

Ballot Measures Considered “Discretionary” and “Non-Discretionary”

The election of directors (Proposal No. 1) is considered a non-discretionary matter under applicable rules. A broker or other nominee cannot vote without instructions on non-discretionary matters, and therefore there may be broker non-votes on Proposal No. 1.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal No. 2) is considered a discretionary matter under applicable rules. A broker or other nominee may generally exercise discretionary authority and vote on discretionary matters. If they exercise this discretionary authority, no broker non-votes are expected to occur in connection with Proposal No. 2. If a broker or other nominee does not exercise this discretionary authority and does not have instructions from you, then broker non-votes would occur in connection with Proposal No. 2.

The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (Proposal No. 3) is considered a non-discretionary matter under applicable rules. A broker or other nominee cannot vote without instructions on non-discretionary matters, and therefore there may be broker non-votes on Proposal No. 3.

The approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal No. 4) is considered a discretionary matter under applicable rules. A broker or other nominee may generally exercise discretionary authority and vote on discretionary matters. If they exercise this discretionary authority, no broker non-votes are expected to occur in connection with Proposal No. 4. If a broker or other nominee does not exercise this discretionary authority and does not have instructions from you, then broker non-votes would occur in connection with Proposal No. 4.

The approval of the Epizyme, Inc. 2022 Equity Incentive Plan (Proposal No. 5) is considered a non-discretionary matter under applicable rules. A broker or other nominee cannot vote without instructions on non-discretionary matters, and therefore there may be broker non-votes on Proposal No. 5.

The approval of an amendment to the Epizyme, Inc. 2013 Employee Stock Purchase Plan to eliminate the annual evergreen provision and authorize 2,500,000 shares of common stock for issuance under such plan (Proposal No. 6) is considered a non-discretionary matter under applicable rules. A broker or other nominee cannot vote without instructions on non-discretionary matters, and therefore there may be broker non-votes on Proposal No. 6.

Votes Required to (1) Elect a Director, (2) Ratify Appointment of Ernst & Young LLP, (3) Approve the Advisory Vote on Executive Officer Compensation, (4) Approve an Amendment to our Restated Certificate of Incorporation, (5) Approve the Epizyme, Inc. 2022 Equity Incentive Plan, and (6) Approve an Amendment to the Epizyme, Inc. 2013 Employee Stock Purchase Plan:

To be elected, a director must receive a plurality of the votes cast by stockholders entitled to vote at the Annual Meeting (Proposal No. 1).

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal No. 2), the approval of the advisory vote on executive compensation (Proposal No. 3), the approval of the Epizyme, Inc. 2022 Equity Incentive Plan (Proposal No. 5), and the approval of the amendment to the Epizyme, Inc. 2013 Employee Stock Purchase Plan (Proposal No. 6) each require the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter.

Shares which abstain and broker non-votes will not be counted as votes in favor of, or with respect to, these proposals and will also not be counted as votes cast. Accordingly, abstentions and broker non-votes will have no effect on the outcome of Proposals No. 1, No. 2, No. 3, No. 5 and No. 6.

The amendment of our Restated Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal No. 4) requires the affirmative vote of stockholders holding a majority of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting. Because Proposal No. 4 requires the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting, abstentions and broker non-votes will have the same effect as a vote “AGAINST” Proposal No. 4.

Method of Counting Votes

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of directors, for each share held by such stockholder as of the record date. Votes cast virtually during the Annual Meeting or by proxy by mail, via the Internet prior to the Annual Meeting or by telephone will be tabulated by the inspector of election appointed for the Annual Meeting, who will also determine whether a quorum is present.

Revoking a Proxy; Changing Your Vote

If you are a stockholder of record, you may revoke your proxy before the vote is taken at the Annual Meeting:

•

by submitting a new proxy with a later date before the applicable deadline either signed and returned by mail or transmitted using the telephone or Internet voting procedures described in the “How do I vote at the Annual Meeting” section above;

•

by voting virtually during the Annual Meeting; or

•

by filing a written revocation with our corporate Secretary.

If your shares are held in “street name,” you may submit new voting instructions by contacting your broker or other organization holding your account. You may also vote virtually during the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy from the organization that holds your shares as described in the “How do I vote at the Annual Meeting” section above.

Your virtual attendance at the Annual Meeting will not automatically revoke your proxy.

Costs of Proxy Solicitation

We will bear the costs of soliciting proxies. Our directors, officers and regular employees, without additional remuneration, may solicit proxies by mail, telephone, facsimile, email, personal interviews and other means.

Voting Results

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

PROPOSAL NO. 1

ELECTION OF FOUR CLASS III DIRECTORS

Our board of directors currently consists of ten members, eight of whom are “independent directors” under applicable Nasdaq rules. In accordance with the terms of our certificate of incorporation and amended and restated by-laws, our board of directors is divided into three classes (class I, class II and class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

•

the class I directors are Kenneth Bate, Roy A. Beveridge, M.D., and Victoria Richon, Ph.D., and their term expires at the annual meeting of stockholders to be held in 2023;

•

the class II directors are Grant Bogle, Kevin T. Conroy, and Carl Goldfischer, M.D., and their term expires at the annual meeting of stockholders to be held in 2024; and

•

the class III directors are Michael F. Giordano, M.D., Pablo Legorreta, David M. Mott, and Carol Stuckley, and their term expires at the Annual Meeting.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our certificate of incorporation and amended and restated by-laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation and by-laws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Based upon the recommendation of our nominating and corporate governance committee, our board of directors has nominated Michael F. Giordano, M.D., Pablo Legorreta, David M. Mott, and Carol Stuckley for election as class III directors at the Annual Meeting. Each of the nominees is presently a director, and each has indicated a willingness to continue to serve as director, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our board of directors.

Skills, Experience and Commitment to Diversity

Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape. Although we have no formal policy regarding board diversity, our board of directors recognizes the importance and the value of diversity and seeks directors with varying professional backgrounds and other differentiating personal characteristics who combine a broad spectrum of experience and expertise with a reputation for integrity.

In 2021, we added two new independent directors with the appointments of Roy A. Beveridge, M.D., and Carol Stuckley to our board of directors in November 2021, and our board of directors now includes four diverse directors, with two of our directors identifying as women, one identifying as Hispanic/Latinx and one identifying as LGBTQ+.

Board Diversity Matrix

In accordance with Nasdaq’s recently-adopted board diversity listing standards, we are also disclosing aggregated statistical information about the members of our board directors as voluntarily identified to us by each of our directors.


Board Diversity Matrix (As of March 1, 2022)
Total Number of Directors:	10
	Female	Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors	2		8		—		—
Part II: Demographic Background
African American or Black	—		—		—		—
Alaskan Native or Native American	—		—		—		—
Asian	—		—		—		—
Hispanic or Latinx	—		1		—		—
Native Hawaiian or Pacific Islander	—		—		—		—
White	2		7		—		—
Two or More Races or Ethnicities	—		—		—		—
LGBTQ+			1

Did Not Disclose Demographic Background			—

Nominees for Election as Class III Directors

Biographical information as of March 1, 2022, including principal occupation and business experience during the last five years, for our nominees for election as class III directors at our Annual Meeting is set forth below.

Class III Directors (Term Expires at Annual Meeting)


	Age
*Michael F. Giordano, M.D.* has served as a director since March 2018. Dr. Giordano served as a clinical advisor and Chief Medical Officer to us from December 2017 to August 2018. From 1999 to 2017, Dr. Giordano worked at Bristol-Myers Squibb, or BMS, most recently serving as senior vice president and head of development, oncology and immuno-oncology from February 2012 to February 2017. From 1990 to 1999, he served as assistant professor of medicine and founding director of the Cornell Clinical Trials Unit, a National Institutes of Health and Industry-supported AIDS clinical trials center at New York Hospital-Cornell University Medical Center. Since January 2018, Dr. Giordano has served on the board of directors of RAPT Therapeutics, Inc., a publicly traded clinical-stage, immunology-based biopharmaceutical company and since September 2018, he has served on the board of directors of Achilles Therapeutics plc, a publicly traded biopharmaceutical company. He earned his M.D. and completed his residency and fellowship training at NewYork-Presbyterian/Weill Cornell Medical Center, and received his B.A. in natural sciences from The Johns Hopkins University. We believe that Dr. Giordano’s extensive experience in oncology and immuno-oncology at BMS, as well as his experience as a clinical advisor to us, provide him with the qualifications and skills to serve as a director of our company.		64


		Age
*Pablo Legorreta* has served as a director since November 2019. Since 1996, Mr. Legorreta is the founder and chief executive officer of Royalty Pharma plc, a life sciences investment company that went public in June 2020. Mr. Legorreta also serves as chairman of the board of directors of Royalty Pharma plc. Mr. Legorreta was elected as a director under the terms of our purchase agreement dated November 4, 2019 with a subsidiary of Royalty Pharma. Royalty Pharma beneficially owns more than 20% of our voting securities. Mr. Legorreta is also a co-founder of Pharmakon Advisors, LP, an affiliate of the lenders under our loan agreement dated November 4, 2019. Mr. Legorreta has over 20 years of experience investing in pharmaceutical royalties and building and managing a leading life sciences investment company. Prior to founding Royalty Pharma in 1996, Mr. Legorreta was an investment banker at Lazard Frères in Paris and New York. Mr. Legorreta serves on the Board of Governors of the New York Academy of Sciences, as well as the Boards of Trustees of Rockefeller University, Brown University, the Hospital for Special Surgery, Pasteur Foundation (the U.S. affiliate of the French Institut Pasteur), Open Medical Institute and Park Avenue Armory. Mr. Legorreta is the founder and chairman of Alianza Médica para la Salud, a non-profit dedicated to enhancing the quality of health care in Latin America by providing doctors and healthcare providers with continued education opportunities. Mr. Legorreta has a degree in industrial engineering from Universidad Iberoamericana in Mexico City. We believe that Mr. Legorreta’s experience in investing in pharmaceutical royalties and managing a growing life sciences investment company, as well as significant background in investment banking and debt financing provide him with the qualifications and skills to serve as a director of our company.		58

*David M. Mott* has served as a director since December 2009 and as Chairman of our board of directors since April 2016. Mr. Mott has been a private investor through Mott Family Capital since February 2020. Mr. Mott previously served as a general partner of New Enterprise Associates, Inc., an investment firm focused on venture capital and growth equity investments, from September 2008 to February 2020, where he led the healthcare investing practice. From 1992 until 2008, Mr. Mott worked at MedImmune, Inc., or MedImmune, a biotechnology company and subsidiary of AstraZeneca Plc, or AstraZeneca, and served in numerous roles during his tenure, including most recently as Chief Executive Officer from October 2000 to July 2008. During that time, Mr. Mott also served as Executive Vice President of AstraZeneca from June 2007 to July 2008 following AstraZeneca’s acquisition of MedImmune in June 2007. Mr. Mott also serves on the board of directors of the following publicly traded life sciences companies: Adaptimmune Therapeutics plc, a clinical-stage biopharmaceutical company, as a director since February 2015 and as chairman since January 2017; Ardelyx, Inc., a biopharmaceutical company, as a director since March 2009 and as chairman since March 2014; IMARA Inc., a clinical-stage biotechnology company, as a director since January 2016 and as chairman since April 2016; Mersana Therapeutics, Inc., a clinical-stage biopharmaceutical company, as a director and as chairman since July 2012; and Novavax, Inc., a late-stage biotechnology company, as a director since June 2020. Mr. Mott also previously served on the board of directors of Tesaro, Inc., or Tesaro, as a director from May 2010 and as chairman from July 2011 until its sale to GlaxoSmithKline plc in January 2019 and Nightstar Therapeutics plc, a clinical-stage gene therapy company, as a director from August 2015 until its sale to Biogen in June 2019. Mr. Mott received a B.A. from Dartmouth College. We believe that Mr. Mott’s extensive experience in the life sciences industry as a senior executive and venture capitalist, as well as his service and experience on the boards of directors of other life sciences companies, provide him with the qualifications and skills to serve as a director of our company.		56


		Age
*Carol Stuckley, M.B.A.* has served as a director since November 2021. Since July 2019, Ms. Stuckley has served as an independent financial consultant in the healthcare and pharmaceutical sectors. From June 2015 to July 2019, Ms. Stuckley served as Chief Financial Officer and Senior Vice President at Healthcare Payment Specialists, LLC (acquired by TransUnion). Prior roles include Vice President, Finance North America at Galderma Laboratories, L.P. (acquired by Nestle Skin Health), and a variety of global financial roles of increasing responsibility during her more than 22 years at Pfizer, Inc., most recently as Vice President, Assistant Treasurer and Corporate Officer. Since May 2021, she has served on the board of directors of Centessa Pharmaceuticals plc, a publicly traded clinical-stage pharmaceutical company, and from June 2017 to August 2021 she served on the board of directors of Ipsen S.A., a publicly traded, French pharmaceutical company. Ms. Stuckley earned a B.A. in Economics and French from the University of Delaware, as well as an M.B.A. in International Business and Finance and an M.A. in Economics from the Fox Business School at Temple University. We believe that Ms. Stuckley’s significant experience leading the financial aspects of large global healthcare companies, her experience as an executive and her service on the board of directors of publicly held companies provide her with the qualifications and skills to serve as a director of our company.		66

The proxies will be voted in favor of the nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if any nominee is unable for any reason to serve as a director, proxies may be voted for one or more substitute(s) who will be designated by our board of directors.

Board of Directors Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF MICHAEL F. GIORDANO, M.D., PABLO LEGORRETA, DAVID M. MOTT, AND CAROL STUCKLEY AS CLASS III DIRECTORS, EACH FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2025.

Directors Continuing in Office

Biographical information as of March 1, 2022, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.

Class I Directors (Term Expires at 2023 Annual Meeting)


		Age
*Kenneth Bate* has served as a director since December 2014. Mr. Bate served as an independent consultant in the biotechnology field from 2012 until 2017. From 2009 to 2012, Mr. Bate served as President and Chief Executive Officer of Archemix, Inc., or Archemix, a privately-held biotechnology company. Prior to Archemix, from 2006 to 2009, Mr. Bate served in various positions at NitroMed, Inc., a pharmaceutical company, most recently as President and Chief Executive Officer. From 2002 to 2005, Mr. Bate served as Chief Financial Officer of Millennium Pharmaceuticals, where he headed the commercial organization. Prior to joining Millennium Pharmaceuticals, Mr. Bate co-founded JSB Partners, LLC, a banking and advisory services firm for biopharmaceutical and life sciences companies. From 1990 to 1996, he was with Biogen Inc., a biotechnology company, first as their Chief Financial Officer, and then as head of the commercial organization. Mr. Bate serves on the board of directors of the following publicly traded biopharmaceutical companies: AVEO Pharmaceuticals, Inc., since December 2007; Astria Therapeutics, Inc. (formerly known as Catabasis Pharmaceuticals, Inc.), since January 2014, as co-chair from February 2016 to February 2019 and as chair since February 2019; Madrigal Pharmaceuticals, Inc., since July 2016; and Genocea Biosciences, Inc., as a director since September 2014 and as chair since December 2018. Mr. Bate received his B.A. in chemistry from Williams College and his M.B.A. from the Wharton School		71


of the University of Pennsylvania. We believe that Mr. Bate’s extensive financial and leadership experience, his experience as an executive and his service on the board of directors of numerous public and privately held companies provide him with the qualifications and skills to serve as a director of our company.

		Age
*Roy A. Beveridge, M.D.* has served as a director since November 2021. Mr. Beveridge is a medical oncologist who has been in practice for more than 30 years during which time he has treated hundreds of lymphoma and myeloma patients. He has led large integrated provider networks and has deep expertise in healthcare policy and reimbursement. He is currently a Strategy and Policy Consultant at Avalere Health, a healthcare consulting firm, where he has worked since February 2020. From May 2019 to July 2020, Dr. Beveridge served as a Consultant to Humana Inc. and from May 2019 to February 2020 he served as Interim President of Conviva Physician Group, a wholly-owned subsidiary of Humana. From May 2013 to June 2019, he served as Humana’s Chief Medical Officer where he led clinical policy, population health and clinical quality initiatives. Prior to this Dr. Beveridge held a similar role for US Oncology, Inc., which was acquired by McKesson Specialty Health, where he focused on research, quality, data science, clinical pathways and payer initiatives. Much of his recent work has focused on social determinants of health and improving the health of underserved populations. He has published more than 200 papers in various professional and scientific journals. Dr. Beveridge has a B.A. in Biology from the Johns Hopkins University and an M.D. from Cornell University. He also received internal medicine training at the University of Chicago and completed an oncology fellowship at Johns Hopkins. We believe that Dr. Beveridge’s experience as a practicing clinical oncologist and researcher and his executive leadership roles in the healthcare industry provide him with the qualifications and skills to serve as a director of our company.		64

*Victoria Richon, Ph.D.* has served as a director since September 2019. Dr. Richon serves as R&D Advisor to the board of directors and Chair of the scientific advisory board of Ribon Therapeutics Inc., a biotechnology company, or Ribon, a role she has held since February 2022. Previously, Dr. Richon served as President and as a member of the board of directors of Ribon from November 2015 to February 2022, and also served as chief executive officer from January 2017 to February 2022. Prior to becoming Ribon’s chief executive officer, Dr. Richon also served as the Ribon’s chief scientific officer from November 2015 to January 2017. Prior to joining Ribon, Dr. Richon was Vice President, Global Head of Oncology Research and Translational Medicine at Sanofi Oncology from November 2012 to October 2015. Dr. Richon previously served as our Vice President of Biological Sciences from October 2008 to November 2012. Dr. Richon received her Ph.D. in biochemistry at the University of Nebraska Medical Center and a B.A. in chemistry at the University of Vermont. We believe that Dr. Richon’s extensive experience in the pharmaceutical industry, her experience as an executive, and her expertise in oncology clinical development provide her with the qualifications and skills to serve as a director of our company.		62

Class II Directors (Term Expires at 2024 Annual Meeting)


		Age
*Grant Bogle* has served as a director since September 2019 and our President and Chief Executive Officer since August 2021. Mr. Bogle served as Senior Vice President and Chief Commercial Officer for Tesaro, a biopharmaceutical company, from July 2015 to June 2019. Prior to joining Tesaro, Mr. Bogle served as Senior Vice President, Pharmaceutical and Biotech Solutions at McKesson Specialty Health (formerly U.S. Oncology) from July 2007 to June 2015. Previously, he was Senior Vice President of Sales and Marketing for Millennium Pharmaceuticals. Mr. Bogle holds a B.A. in economics from Dartmouth College, an M.B.A. from Columbia University and is a Senior Fellow of the Advanced Leadership Initiative at Harvard University. We believe that Mr. Bogle’s extensive experience in the commercialization, sales, marketing and distribution of biopharmaceutical products and his experience as an executive provide him with the qualifications and skills to serve as a director of our company.		64


		Age
*Kevin T. Conroy* has served as a director since February 2017. Mr. Conroy is currently the President, Chief Executive Officer and chairman of the board of directors of Exact Sciences Corporation, or Exact Sciences, a publicly traded molecular diagnostics company. Mr. Conroy has served as chairman of the board of directors of Exact Sciences since March 2014, as President and Chief Executive Officer since March 2009 and as a director since March 2009. Prior to joining Exact Sciences, Mr. Conroy served in multiple executive leadership positions at Third Wave Technologies, or Third Wave, a molecular diagnostic testing company, including President and Chief Executive Officer from December 2005 until the acquisition of Third Wave by Hologic, Inc. in July 2008. He joined Third Wave in July 2004 and served as General Counsel from October 2004 until December 2005. Prior to Third Wave, Mr. Conroy served as Intellectual Property Counsel at GE Healthcare, a medical imaging and diagnostics company and a division of General Electric Company. Before joining GE Healthcare, Mr. Conroy was the chief operating officer of two early-stage, venture-backed technology companies. Prior to that, he was an intellectual property litigator at McDermott Will & Emery and Pattishall, McAuliffe, Newbury, Hilliard and Geraldson, where he was a partner. Since April 2019, Mr. Conroy has served on the board of directors of Adaptive Biotechnologies Corporation, a publicly traded commercial-stage biotechnology company. Mr. Conroy previously served on the board of directors of Arya Sciences Acquisition Corp., a publicly traded special purpose acquisition company sponsored by an affiliate of Perceptive Advisors LLC, from July 2018 to July 2020. From February 2021 to September 2021, Mr. Conroy served on the board of directors of CM Life Sciences II Inc., a public special purpose acquisition company completed a business combination with SomaLogic, Inc, or SomaLogic, in September 2021. He served on the board of directors of SomaLogic from September 2021 to November 2021. Mr. Conroy received a B.S. in electrical engineering from Michigan State University and a J.D. from the University of Michigan Law School. We believe that Mr. Conroy’s extensive executive experience in the life sciences industry and his service on the board of directors of a life sciences company provide him with the qualifications and skills to serve as a director of our company.		56

*Carl Goldfischer, M.D*. has served as a director since September 2009. Dr. Goldfischer has served as an Investment Partner, Managing Director, member of the board of directors and member of the executive committee of Bay City Capital LLC, or Bay City Capital, a life sciences investment firm, since January 2000. Prior to joining Bay City Capital, Dr. Goldfischer was Chief Financial Officer of ImClone Systems Incorporated, a biopharmaceutical company. Since January 2020, Dr. Goldfischer has served on the board of directors of Galecto, Inc., a publicly traded clinical-stage biotechnology company and since January 2016, Dr. Goldfischer has served on the board of directors of IMARA Inc., a publicly traded clinical-stage biotechnology company. He previously served on the board of directors of EnteroMedics Inc., now ReShape Lifesciences Inc., a publicly traded medical device company, from 2004 to September 2017. Dr. Goldfischer received a B.A. from Sarah Lawrence College and an M.D. with honors in Scientific Research from Albert Einstein College of Medicine. We believe that Dr. Goldfischer’s extensive finance and investment experience, his experience as an executive and his service on the board of directors of numerous public and privately held companies provide him with the qualifications and skills to serve as a director of our company.		63

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors 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 and any other person or persons pursuant to which he or she is to be selected as a director. Mr. Legorreta was elected to our board under the terms of our purchase agreement dated November 4, 2019 with RPI Finance Trust, an affiliate of Royalty Pharma.

There are no material 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.

Executive Officers Who Are Not Directors

Biographical information as of March 1, 2022 for our executive officers who are not directors is listed below.


		Age
*Dr.* *Shefali Agarwal* has served as our Executive Vice President, Chief Medical and Development Officer since February 2021 and served as our Chief Medical Officer from June 2018 to February 2021. Prior to joining us, Dr. Agarwal held leadership positions across medical research, clinical development, clinical operations and medical affairs. She most recently served as chief medical officer at SQZ Biotechnologies Company, or SQZ Biotech, a biotechnology company developing cell therapies for patients with a wide range of diseases, from July 2017 to May 2018 and as a non-executive advisor from May 2018 to July 2018, where she built and led the clinical development organization, which included clinical research operations and the regulatory function. Before SQZ Biotech, Dr. Agarwal also held leadership positions at Curis, Inc. a biotechnology company developing therapeutics for the treatment of cancer, from July 2016 to July 2017 and Tesaro from July 2013 to July 2017. Dr. Agarwal also held positions of increasing responsibility at AVEO Pharmaceuticals, Inc., a biopharmaceutical company, from December 2011 to July 2013, Covidien, a medical devices and health care products company, from April 2010 to December 2011, and Pfizer Inc., a pharmaceutical company with a wide range of treatments, from June 2005 to April 2010. She has served as a member of the board of directors of Gritstone bio, Inc., a publicly traded clinical-stage biotechnology company, since June 2021; Fate Therapeutics, Inc., a publicly traded clinical-stage biopharmaceutical company, since July 2019; and Onxeo SA, a publicly traded clinical-stage biopharmaceutical company, since April 2021. Dr. Agarwal received her MBBS medical degree from Karnataka University’s Mahadevappa Rampure Medical School in India, Master’s Degree in Public Health from Johns Hopkins University, where she led clinical research in the Department of Anesthesiology and Critical Care Medicine, and a Master of Science degree in Business from the University of Baltimore’s Merrick School of Business.		48

*Jeffery L. Kutok, M.D., Ph.D.,* has served as our Chief Scientific Officer since April 2020. Dr. Kutok previously served as Chief Scientific Officer of Infinity Pharmaceuticals, Inc., or Infinity, a biotechnology company that develops cancer medication, from February 2017 to March 2020. Dr. Kutok previously served as Infinity’s Vice President of Biology and Translational Science from August 2013 to February 2017, and in other roles with increasing responsibility from January 2011 to August 2013. Prior to joining Infinity, Dr. Kutok was an associate professor of pathology at Harvard Medical School and Brigham and Women’s Hospital. Dr. Kutok’s laboratory focused on translational medicine research and biomarker identification in cancer, and he is an author on over 200 journal articles, reviews and book chapters. Dr. Kutok is board certified in Anatomic Pathology and Hematology and had clinical duties in Hematopathology and Molecular Diagnostics at Brigham and Women’s Hospital. Dr. Kutok received his B.S. in biology and his M.D., Ph.D. in medicine and molecular pathology from the State University of New York at Stony Brook. He was also a post-doctoral fellow at Harvard University in the laboratory of Dr. Gary Gilliland, M.D., Ph.D.		55

The principal occupation and employment during the past five years of each of our executive officers 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 executive officers and any other person or persons pursuant to which he or she was or is to be selected as an executive officer.

There are no material legal proceedings to which any of our executive officers 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.

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE

FISCAL YEAR ENDING DECEMBER 31, 2022

Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP as our independent registered public accounting firm. Ernst & Young LLP has served as our independent registered public accounting firm since 2009.

The audit committee is solely responsible for appointing our independent registered public accounting firm for the fiscal year ending December 31, 2022. Stockholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is consistent with good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Ernst & Young LLP. If the appointment of Ernst & Young LLP is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of our company and our stockholders.

A representative of Ernst & Young LLP is expected to attend the virtual Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

We incurred the following fees from Ernst & Young LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2021 and 2020.


	2021		2020
Audit fees (1)	$	1,635,000	$	1,443,000
Audit-related fees		—		—
Tax fees		—		—
All other fees		—		—

Total fees	$	1,635,000	$	1,443,000

(1)	Audit fees consist of fees for the audit of our annual financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with any registration statements filed with the SEC.

Audit Committee Pre-Approval Policy and Procedures

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During our 2021 and 2020 fiscal years, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.

Board of Directors Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” PROPOSAL NO. 2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

CORPORATE GOVERNANCE

Director Nomination Process

Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board, and recommending the persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate director candidates.

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and our board. While there are no specific minimum qualifications for a committee-recommended nominee to our board of directors, the qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee-recommended nominee for a position on our board of directors are as follows:

•

Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.

•

Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process.

•

Nominees should have a commitment to understand our company and our industry and to regularly attend and participate in meetings of our board of directors and its committees.

•

Nominees should have the interest and ability to understand the sometimes conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders.

•

Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all of our stockholders and to fulfill the responsibilities of a director.

•

Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. Our nominating and corporate governance committee does not have a formal diversity policy, but believes that our board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. In this regard, the nominating and corporate governance committee also takes into consideration the diversity (for example, with respect to gender, race and national origin) of our board members. The nominating and corporate governance committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

•

Nominees should typically be able to serve for at least three years before reaching the age of 75.

Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate Secretary at our principal executive offices and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate; such proposal submission should also include the number of shares of our stock beneficially owned by the stockholder proposing the candidate. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our amended and restated by-laws and must be received by us no later than the date referenced below under the heading “Stockholder Proposals.” Assuming that biographical and background material has been provided on a timely basis, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors decides to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders.

Director Independence

Applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing.

In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act and that compensation committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

In March 2022, our board of directors undertook a review of the composition of our board of directors and the independence of each director. Based upon business and personal information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors determined that each of our directors, with the exceptions of Mr. Bogle and Mr. Legorreta, are “independent directors” as defined under applicable Nasdaq rules. In making such determination, our board of directors considered the relationships that each such director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each director. Mr. Bogle is not an independent director under these rules because he is currently serving as our president and chief executive officer. Mr. Legorreta is not an independent director under these rules because of our transactions with RPI Finance Trust, Pharmakon Advisors, LP and RP Management, LLC.

Board Committees

Our board of directors has established an audit committee, an organizational health and compensation committee, or compensation committee, and a nominating and corporate governance committee. Each of the audit committee, compensation committee and nominating and corporate governance committee operates under a charter, and each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee and the nominating and corporate governance committee is posted on the corporate governance section of the “Investor Center” on our website, which is located at http://www.epizyme.com.

Audit Committee

The members of our audit committee are Dr. Goldfischer, Mr. Bate, Mr. Conroy and Ms. Stuckley. Dr. Goldfischer is chair of the audit committee. Our audit committee met four times during 2021. Our audit committee’s responsibilities include:

•

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm;

•

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•

monitoring our internal control over financial reporting, disclosure controls and procedures and code of conduct;

•

overseeing our internal audit function, if any;

•

discussing our risk management policies;

•

establishing procedures for the receipt and retention of accounting-related complaints and concerns;

•

meeting independently with our internal audit staff, if any, our independent registered public accounting firm and management;

•

reviewing and approving or ratifying any related person transactions; and

•

preparing the audit committee report required by SEC rules.

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

Our board of directors has determined that Dr. Goldfischer, Mr. Bate, and Ms. Stuckley are each an “audit committee financial expert” as defined in applicable SEC rules. We believe that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Organizational Health and Compensation Committee

The members of our organizational health and compensation committee, or compensation committee, are Mr. Mott, Mr. Bate, and Dr. Beveridge. Mr. Mott is chair of the compensation committee. Grant Bogle served as a member of our compensation committee until his appointment as our President and Chief Executive Officer, effective August 2021, and Dr. Andrew Allen served as a member of our compensation committee until his resignation from our board of directors, effective November 2021. Our compensation committee met seven times during 2021. Our compensation committee’s responsibilities include:

•

reviewing and approving, or making recommendations to our board of directors with respect to, our chief executive officer’s compensation;

•

reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our other executive officers;

•

overseeing the evaluations of our senior executives;

•

reviewing and making recommendations to our board of directors with respect to management succession planning;

•

reviewing and discussing with management the Company’s organizational health, leadership development programs, and processes and programs designed to attract, motivate, develop and retain employees, which may include areas relating to hiring, retention, and promotion and to diversity, equity, and inclusion;

•

identifying and discussing with management opportunities for improvement in the Company’s organizational health, including periodically updating and/or making recommendations to our board of directors regarding programs and strategies for sustainable organizational health;

•

overseeing and administering our cash and equity incentive plans;

•

reviewing and making recommendations to our board of directors with respect to director compensation;

•

reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure; and

•

preparing the compensation committee report if and to the extent then required by SEC rules.

Our compensation committee may delegate to one or more executive officers the power to grant options or other stock awards pursuant to our incentive plans to employees of the company who are not executive officers or senior vice presidents.

We believe that the composition of our compensation committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Compensation Committee Interlocks and Insider Participation

As described above, during 2021, the members of our compensation committee included Mr. Mott, Mr. Bate, Dr. Beveridge, Mr. Bogle, and Dr. Allen. None of the current or former members of our compensation committee is an officer or employee of our company, nor have they ever been an officer or employee of our company. None of our executive officers has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers currently serve as one of our directors or a member of the compensation committee. During 2021, Shefali Agarwal, who is one of our executive officers, served on the compensation committee of Gritstone bio, Inc., or Gritstone bio. Dr. Allen, a former director and member of our compensation committee, is the President and Chief Executive Officer of Gritstone bio.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Dr. Goldfischer, Mr. Conroy and Dr. Richon. Dr. Goldfischer is chair of the nominating and corporate governance committee. Our nominating and corporate governance committee met two times during 2021. Our nominating and corporate governance committee’s responsibilities include:

•

identifying individuals qualified to become members of our board of directors;

•

recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees;

•

developing, reviewing and recommending proposed updates to our board of directors of our board’s corporate governance guidelines; and

•

overseeing an annual evaluation of our board of directors.

We believe that the composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Board and Committee Meetings Attendance

Our board of directors recognizes the importance of director attendance at board and committee meetings. The full board of directors met eight times during 2021. During 2021, each member of the board of directors, other

than Mr. Legorreta, attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).

During 2021, Mr. Legorreta attended five of the eight meetings of our board of directors, and two of the three meetings that Mr. Legorreta was unable to attend were due to extenuating circumstances related to an illness of an immediate family member.

Director Attendance at Annual Meeting of Stockholders

Directors are responsible for attending the annual meeting of stockholders. Seven members of our board of directors attended the 2021 annual meeting of stockholders.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code of business conduct and ethics is posted on the corporate governance section of the “Investor Center” on our website, which is located at http://www.epizyme.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our company and our stockholders. The guidelines provide that:

•

the principal responsibility of our board of directors is to oversee the management of our company;

•

a majority of the members of our board of directors must be independent directors;

•

the independent directors meet in executive session at least twice a year;

•

directors have full and free access to management and, as necessary, independent advisors; and

•

our nominating and corporate governance committee will oversee an annual self-evaluation of our board of directors to determine whether it and its committees are functioning effectively.

A copy of the corporate governance guidelines is posted under the heading “Corporate Governance” on the Investor Relations section of our website, which is located at http://www.epizyme.com.

Board Leadership Structure and Board’s Role in Risk Oversight

In April 2016, we appointed David M. Mott, an independent director under applicable Nasdaq rules, as chairman of our board of directors. Separating the duties of the chairman of the board from the duties of the chief executive officer allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Specifically, our chairman of the board runs meetings of our independent directors, facilitates communications between management and the board of directors and assists with other corporate governance matters.

Our board of directors believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors. Our board of directors believes its administration of its risk oversight function has not affected its leadership structure. Our board of directors believes that we have an appropriate leadership structure for us at this time which demonstrates our commitment to good corporate governance.

Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2021. Our board of directors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks.

Our board of directors oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis and our board of directors and its committees oversee the risk management activities of management. Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. For example, during meetings of our board of directors, members of our senior management team provide updates to our board of directors on the impacts of the COVID-19 pandemic on our business and workforce, and will continue to do so as the COVID-19 pandemic remains ongoing. Our audit committee oversees risk management activities related to financial controls, cybersecurity and legal and compliance risks. Our compensation committee oversees risk management activities relating to our compensation, management succession planning, human capital management policies and practices, and our organizational health. Our nominating and corporate governance committee oversees risk management activities relating to the composition of our board of directors and board committees. In addition, members of our senior management team attend our board meetings, which are held at least quarterly, and are available to address any questions or concerns raised by our board of directors on risk management and any other matters. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.

Communication with Our Directors

Any interested party with concerns about our company may report such concerns to the board of directors, or the chairman of our board of directors, or otherwise the chairman of the nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:

c/o Epizyme, Inc.

400 Technology Square, 4th Floor

Cambridge, Massachusetts 02139

United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

We may choose to forward a copy of any such written communication to our legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment and discretion.

Communications may be forwarded to all directors if they relate to important substantive matters and include suggestions or comments that may be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.

The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing

matters. We have also established a toll-free telephone number for the reporting of such activity, which is 866-858-6315.

Director Compensation

The table below shows all compensation earned by our non-employee directors during 2021.


Name	Fees Earned or Paid In Cash ($) (1)			Option Awards ($) (2)		Restricted Stock Unit Awards ($) (2)		Total ($)
Kenneth Bate		55,945			206,247		68,752		330,994
Roy A. Beveridge, M.D. (3)		6,616			222,481		74,157		303,254
Kevin Conroy		60,000	(4)		206,247		68,752		334,999
Michael Giordano, M.D.		45,000			206,247		68,752		319,999
Carl Goldfischer, M.D.		75,000			206,247		68,752		349,999
Pablo Legorreta		45,000			206,247		68,752		319,999
David M. Mott		95,000	(5)		206,247		68,752		369,999
Victoria Richon, Ph.D.		50,000			206,247		68,752		324,999
Carol Stuckley (6)		6,932			222,481		74,157		303,570
Andrew R. Allen, M.D., Ph.D. (7)		46,027			206,247		68,752		321,026

(1)	Amounts represent cash compensation earned during 2021 for services rendered by each non-employee member of the board of directors.

(2)

Amounts shown reflect the aggregate grant date fair value of the equity awards granted during 2021. The grant date fair value was computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation-Stock Compensation. See note 15 to the financial statements in our annual report on Form 10-K for the year ended December 31, 2021 regarding assumptions we made in determining the fair value of the equity awards. The aggregate number of shares of common stock underlying stock options and restricted stock unit, or RSU, awards outstanding as of December 31, 2021 for our non-employee directors were: Mr. Bate: 142,764 (134,704 stock options, 8,060 RSUs); Dr. Beveridge: 100,000 (83,298 stock options, 16,702 RSUs); Mr. Conroy: 117,765 (109,705 stock options, 8,060 RSUs); Dr. Giordano: 105,265 (97,205 stock options, 8,060 RSUs); Dr. Goldfischer: 150,097 (142,037 stock options, 8,060 RSUs); Mr. Legorreta: 97,040 (88,980 stock options, 8,060 RSUs); Mr. Mott: 200,097 (192,037 stock options, 8,060 RSUs); Dr. Richon: 99,707 (91,647 stock options, 8,060 RSUs); Ms. Stuckley: 100,000 (83,298 stock options, 16,702 RSUs); and Dr. Allen: 130,264 (122,204 stock options, 8,060 RSUs). The equity holdings of Mr. Bogle, our President and Chief Executive Officer, are included elsewhere in this proxy statement in tables with the other named executive officer compensation disclosures.

(3)	Dr. Beveridge was appointed to the board of directors effective November 16, 2021.

(4)	Includes $60,000 of fees Mr. Conroy elected to receive in common stock in lieu of cash for his 2021 annual board of director fees.

(5)	Includes $95,000 of fees Mr. Mott elected to receive in common stock in lieu of cash for his 2021 annual board of director fees.

(6)	Ms. Stuckley was appointed to the board of directors effective November 16, 2021.

(7)

Dr. Allen resigned from the board of directors effective November 16, 2021. Dr. Allen has agreed to assist us in an advisory capacity for up to 12 months from the effective date of his resignation under the terms of a consulting agreement entered into with us and his outstanding equity awards continue to vest during the term of Dr. Allen’s consulting agreement. Any equity awards that are not vested as of the date of termination or expiration of Dr. Allen’s consulting agreement shall be terminated and cancelled as of such date.

We did not provide any compensation to Mr. Bazemore, our former President and Chief Executive Officer, for his service as a director during 2021. Since the August 2021 appointment of Mr. Bogle as our President and Chief Executive Officer, we have not provided any cash or equity compensation to Mr. Bogle for his service as a director. Mr. Bazemore’s and Mr. Bogle’s compensation, including Mr. Bogle’s compensation for his service as a director before his August 2021 appointment as President and Chief Executive Officer, for 2021 are set forth under “Executive Compensation—Summary Compensation Table.”

Non-Employee Director Compensation Program

Our non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

Under our non-employee director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of the board and the chairman of each committee receive additional retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors.

In 2021, directors received the following cash fees under our non-employee director compensation program for service on our board of directors, as chairman of our board of directors and for service on each committee of our board of directors on which the director is a member:


	Member Annual Fee		Chairman Additional Annual Fee
Board of Directors	$	45,000	$	35,000
Audit Committee		10,000		10,000
Compensation Committee		7,500		7,500
Nominating and Corporate Governance Committee		5,000		5,000

Under our non-employee director compensation program, directors have the right to elect to receive 100% of their cash fees payable in a calendar year in the form of unrestricted shares of our common stock in lieu of cash fees. These shares of common stock are currently issued under our 2013 Stock Incentive Plan, or the 2013 Plan. The number of shares to be issued to participating directors will be determined by dividing the cash fees for which the director has elected to receive common stock by the closing price of our common stock on the last trading day of the quarter in which such fees were earned. Each incumbent director may elect to receive stock for fees prior to the beginning of each fiscal year, and each new director has the immediate option to elect to receive stock for fees, beginning with the next full fiscal year during which he or she serves. In 2021, two members of the Board, Mr. Mott and Mr. Conroy, elected to receive their cash fees in the form of unrestricted shares of our common stock. Dr. Beveridge has also elected to receive his cash fees in the form of unrestricted shares of our common stock, effective January 1, 2022.

In addition, under our non-employee director compensation program, each non-employee director receives, upon his or her initial election to our board of directors, an option to purchase the number of shares of our common stock that has a Black-Scholes value as of the date of grant equal to $412,500, or the Initial Option Grant. The Initial Option Grant will vest over three years, with 33% of the shares of the common stock underlying such option vesting on the one-year anniversary of the grant date and the balance vesting in equal monthly installments thereafter until the third anniversary of the grant date, subject to the non-employee director’s continued service as a director. Each non-employee director also receives, upon his or her initial election to our board of directors, a grant of restricted stock units for a number of shares of our common stock determined by dividing $137,500 by the closing price of our common stock on the Nasdaq Global Select Market on the date of

grant, or the Initial RSU Grant. The Initial RSU Grant will vest in equal annual installments over three years with the first installment vesting on the first anniversary of the grant date, subject to the non-employee director’s continued service as a director. The number of shares of common stock issuable upon exercise of the Initial Option Grant and the Initial RSU Grant shall in no event exceed a total of 100,000 shares of common stock.

Further, under our non-employee director compensation program, on the date of each annual meeting of stockholders, each non-employee director that has served on our board of directors for at least six months will receive an option to purchase the number of shares of our common stock that have a Black-Scholes value as of the date of grant equal to $206,250, or the Annual Option Grant. The Annual Option Grant will vest in full on the earlier of the first anniversary of the grant date and the date of the succeeding annual meeting of stockholders, subject to the non-employee director’s continued service as a director. On the date of each annual meeting of stockholders, each non-employee director that has served on our board of directors for at least six months will also receive a grant of restricted stock units for a number of shares of our common stock determined by dividing $68,750 by the closing price of our common stock on the Nasdaq Global Select Market on the date of grant, or the Annual RSU Grant. The Annual RSU Grant will vest in full on the earlier of the first anniversary of the grant date and the date of the succeeding annual meeting of stockholders, subject to the non-employee director’s continued service as a director. In no year shall the number of shares of common stock issuable upon exercise of the Annual Option Grant and vesting of the Annual RSU Grant exceed a total of 50,000 shares of common stock.

All options and restricted stock units issued to our non-employee directors under our non-employee director compensation program will become exercisable in full upon a change in control. The exercise price of these options will be equal to the fair market value of our common stock on the date of grant.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Our organizational health and compensation committee, or compensation committee, is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, or NEOs, including salary, cash bonus and equity incentive compensation levels, severance arrangements, change in control benefits and other forms of compensation. This section discusses the philosophy, programs, processes, decisions, and other relevant information with respect to the compensation of our NEOs.

Our NEOs for the year ended December 31, 2021 were:


Name		Title
Grant Bogle		President and Chief Executive Officer
Shefali Agarwal		Executive Vice President, Chief Medical and Development Officer
Jeffery Kutok		Chief Scientific Officer
Robert Bazemore (1)		Former President and Chief Executive Officer
Paolo Tombesi (2)		Former Chief Financial Officer
Matthew Ros (3)		Former Executive Vice President, Chief Strategy and Business Officer
Victoria Vakiener (4)		Former Chief Commercial Officer

(1)	Mr. Bazemore resigned effective August 9, 2021.

(2)	Mr. Tombesi resigned effective July 16, 2021.

(3)	Mr. Ros resigned effective October 31, 2021 in connection with our decision to eliminate the role of Chief Strategy and Business Officer.

(4)	Ms. Vakiener resigned effective September 30, 2021 in connection with our decision to eliminate the role of Chief Commercial Officer.

Our Mission and Corporate Strategy

Our mission is to rewrite treatment for people with cancer through the discovery, development, and commercialization of novel epigenetic medicines. We aspire to change the standard of care for patients and physicians by developing targeted medicines with fundamentally new mechanisms of action directed at specific causes of hematological malignancies and solid tumors.

Our corporate strategy is focused on four critical imperatives that we refer to as The Next EPIsode: Rewriting Oncology Treatment with Epigenetics:

•

Maximize our effectiveness as a commercial organization to achieve adoption of TAZVERIK^® among as many follicular lymphoma, or FL, and epithelioid sarcoma, or ES, patients as possible, consistent with the label, including in earlier treatment lines and in combination regimens with the data to support this potential expanded use;

•

Build on TAZVERIK’s pipeline-in-a-drug potential, demonstrating tazemetostat’s benefit in additional hematological malignancies and solid tumors;

•

Expand our pipeline and evolving oncology portfolio, bringing novel oncology therapeutics into clinical development to maintain our position as a leader in epigenetics; and

•

Leverage options to expand patient reach, including through commercial, clinical, and research collaborations.

Our pioneering work in epigenetic drug development and delivery is demonstrated by the commercialization of TAZVERIK and the continued development and advancement of tazemetostat in a number of cancer indications

and treatment settings. Our scientific capabilities have enabled us to expand our platform into new epigenetic target classes that we believe have the potential to be highly important in disease biology.

Beyond tazemetostat, we are utilizing our drug discovery platform to progress preclinical efforts and discover and identify additional product candidates to expand our pipeline of inhibitors against several classes of chromatin modifying proteins, including histone methyltransferases, or HMTs, histone acetyltransferases, and helicases. Our most advanced product candidate, EZM0414, is a novel first-in-class oral inhibitor of the SETD2 HMT and we initiated a clinical trial of EZM0414 in the fourth quarter of 2021.

Business Environment, Performance and Organizational Highlights

As a fully integrated, commercial-stage biopharmaceutical company headquartered in Cambridge, Massachusetts, we operate in a highly competitive environment for capital and talent. Achieving our mission requires vision, expertise and execution from our executives. 2021 was defined by our commitment to the successful execution of our long-term goals and mission involving continued evaluation and refinement of our operating plans and the organization, as well as reductions in operating expenses, to seek to ensure our long-term success. In 2021, we advanced on our strategic priorities while strategically evolving the organization:

Commercial

•

We continued to strengthen our position as a leader in epigenetics based upon the 2020 FDA approvals of TAZVERIK, the first and only FDA-approved EZH2 inhibitor, in both a solid tumor, ES and hematological malignancy, FL.

•

We implemented a restructuring of our commercial organization to better address the evolving oncology care landscape in August of 2021 followed by methodical evaluation and refinement of the field team focus and associated capabilities.

•

Despite the impacts of the global COVID-19 pandemic, which continued to impact our ability to access healthcare professionals directly, we made progress in the adoption by physicians of TAZVERIK for the treatment of ES and FL.

Scientific/Pipeline

•

We continued to advance the clinical development of tazemetostat and initiated new combination trials in 2021.

•

We submitted an IND for EZM0414, our novel, first-in-class, oral SETD2 inhibitor to the FDA in July 2021, and in the fourth quarter of 2021, we announced the initiation of a Phase 1/1b trial (SET-101) of EZM0414.

Organizational/Other

•

We entered into a strategic development and commercialization collaboration with Hutchison China MediTech Investment Limited, or HutchMed, in August 2021, which is intended to accelerate our efforts to commercialize TAZVERIK in greater China and provide additional opportunities for the development of tazemetostat in combination with other active agents.

•

We announced and executed on our management transition, with Epizyme director and industry veteran, Grant Bogle, taking over the role of President and Chief Executive Officer in August 2021.

•

We executed significant organizational changes and reduced operating costs in August 2021.

•

We continued to monitor and manage the impact of the COVID-19 pandemic on our business.

•

We appointed two new directors to our board of directors in November 2021: clinical oncology executive, Roy A. Beveridge, M.D., and international pharmaceutical and financial executive, Carol Stuckley, M.B.A.

Key Compensation Decisions and Actions

Our compensation committee and board of directors took several actions in 2021 and early 2022 taking into account our compensation philosophy and objectives, the needs and performance of our company, individual performance, and other factors such as market data and industry best practices.

•

Set Annual Compensation for NEOs. In January 2021, the compensation committee reviewed the compensation arrangements of our NEOs, other than Mr. Bogle who was not yet an employee. Each NEO received an increase to their base salary, and annual long-term incentive awards consisting of both stock options and restricted stock units, or RSUs. Mr. Bazemore also received an increase in his target bonus opportunity for 2021, from 60% of base salary to 65%. Further detail relating to the compensation committee’s determinations is provided in the section “Compensation Elements and Decisions” below.

•

Set Compensation for our new President and Chief Executive Officer. In August 2021, the board of directors approved a compensation arrangement for Mr. Bogle, in connection with his appointment as our President and Chief Executive Officer, consisting of a base salary of $675,000, an annual target bonus opportunity of 65% of his base salary and new hire long-term incentive awards consisting of stock options to purchase 417,500 shares of common stock and RSUs for 87,500 shares of common stock, each with a three-year time-based vesting schedule. The board of directors also agreed to grant Mr. Bogle a second tranche of long-term incentive awards consisting of additional stock options and RSUs to be granted in January 2022 of at least the same amount as was provided at the time of Mr. Bogle’s hire. In January 2022, the compensation committee approved such awards, consisting of stock options to purchase 417,500 shares of common stock and RSUs for 87,500 shares of common stock. Mr. Bogle is also eligible for severance benefits under the Company’s Executive Severance and Change in Control Plan. Further detail relating to Mr. Bogle’s arrangements is provided in the section “Compensation Elements and Decisions” below.

•

Designed our 2021 Short-term Incentive Plan. During 2021, the compensation committee recommended, and the board of directors approved, corporate objectives for 2021. These objectives covered five key areas, each with its own weighting to reflect its importance to our business. In addition to setting new objectives, the compensation committee also adjusted the design of the program to shift the individual component from a modifier of the corporate component to its own weighted component, as well as introduced a cap on any bonus payout of 200% of a participant’s target bonus. In January 2022, the compensation committee reviewed our achievements in 2021 against our as-adjusted 2021 corporate objectives and the compensation committee recommended, and the board of directors approved, a corporate funding factor of 92.5% to be used for purposes of the corporate component in calculating 2021 bonus payments. In January 2022, the compensation committee approved individual NEO bonus determinations for 2021 based on the corporate funding factor, as well as individual performance as applicable. Further detail relating to the compensation committee’s bonus determinations is provided in the section “Compensation Elements and Decisions-Short-term Incentives” below.

•

Implemented a Broad-based Retention Program. In August 2021, we announced changes to our commercial strategy and organization as well as a broader operational cost reduction plan. As part of this plan, the board of directors approved a reduction in our workforce by approximately 11% across different areas and functions of the Company. Additionally, we announced the resignation of Mr. Bazemore, our President and Chief Executive Officer at that time. These destabilizing announcements were particularly challenging for us given that a majority of employees work in our

Boston-based headquarters, which is a highly competitive labor market where labor demand far outstrips supply. In recognition of these disruptions, we instituted a multi-faceted retention program for key employees at all levels of our Company, including for select NEOs. The retention strategy had two key compensation components that affected select NEOs. First, we adjusted certain corporate objectives in our 2021 short-term incentive plan, consistent with our revised strategy, in an effort to re-engage the workforce and promote retention, which affected the 2021 bonus payouts for Dr. Agarwal, Mr. Bogle and Dr. Kutok. Second, we awarded new long-term incentive grants comprised of stock options and RSUs, both with a multi-year vesting period, to Dr. Agarwal, Dr. Kutok, and Mr. Ros. Further detail relating to the compensation committee’s decisions is provided in the section “Compensation Elements and Decisions” below.

•

Entered into three NEO Consulting Arrangements. In connection with the transitions of Ms. Vakiener and Messrs. Ros and Bazemore, we entered into consulting arrangements with each of them. Further detail relating to the consulting agreements is provided in the section “Severance and Change of Control Benefits” below.

•

Enhanced our Compensation Governance. In March 2022, the compensation committee recommended, and the board of directors approved, two new compensation policies intended to enhance the governance of our compensation program and reduce any compensation-related risks. First, we implemented Stock Ownership Guidelines, which quantify specified amounts of Company stock that we require executive officers and non-employee directors to hold over a period of time. Second, we implemented a compensation recoupment policy that enables the board of directors to claw-back any compensation earned by current or former officers as a result of any act or omission by any such officer that involved either intentional misconduct or an intentional violation of any of the Company’s rules or any applicable legal or regulatory requirements in the course of the person’s employment with the Company or fraud in the course of the person’s employment with the Company.

•

Operating Expense Reduction. In March 2022, we announced a further reduction of our operating expenses, including a pipeline reprioritization and the discontinuation of enrollment in two of our ongoing trials, as well as further changes to our commercial strategy, to our medical affairs and clinical development teams and to our broader organization. As part of these changes and operating expense reductions, our board of directors approved a reduction in our workforce of approximately 12% across different areas and functions. This workforce reduction is expected to be completed by the end of the first quarter of 2022. Affected employees were offered separation benefits, including severance payments along with temporary healthcare coverage assistance. We estimate that the severance and termination-related costs will be approximately $2.8-3.2 million and we expect to record these charges in the first quarter of 2022. We expect that payments of these costs will be made through the end of the fourth quarter of 2022.

•

Other early 2022 Compensation Committee Actions. In the first quarter of 2022, the compensation committee also approved new 2022 base salaries for Dr. Agarwal and Dr. Kutok. Mr. Bogle did not receive a base salary increase. In addition to base salary adjustments, Mr. Bogle, Dr. Agarwal, and Dr. Kutok each received a new stock option grant in March 2022 for the 2022 plan year with a four-year ratable vesting schedule.

Key Governance Attributes

Our compensation program is supported by a number of key compensation governance features that we believe are considered best practice in the industry.

What We Do

What We Don’t Do

• Benchmark compensation against comparable companies

• Target our compensation opportunities within a reasonable range of the market

• Use multiple incentive plan metrics covering key financial, scientific, operational, strategic and people goals

• Allow the compensation committee full negative discretion to reduce incentives

• Have stock ownership requirements for our executive officers and non-employee directors

• Maintain a compensation recoupment, or “clawback,” policy

• Engage an independent compensation consultant to advise our compensation committee

• Perform a risk assessment on our compensation programs

• Utilize both short- and long-term incentives to balance risk and reward

• No contractual guarantees for increases to annual compensation

• No single trigger vesting of equity in connection with a change in control

• No excessive perquisites or executive benefits

• No hedging or pledging of company stock

• No repricing of outstanding equity awards without shareholder approval

• No excise tax gross ups

Compensation Philosophy and Process

The goal of our compensation program is to pay for performance. Within this overarching principle, there are a number of key objectives that the compensation program is designed to achieve.

Overarching Philosophy:

Pay for Performance

Key Objectives:

Attract and retain qualified executive talent to support our mission, vision and business objectives

Motivate individuals to achieve our mission, vision and business objectives

Foster a culture of camaraderie, collaboration, discipline, innovation, openness, patient focus and resilience

Align the interests of our NEOs with our stockholders

To attract and retain qualified executives, we seek to pay our NEOs compensation that is competitive within our industry. To understand the competitive market for NEO compensation in our industry, we engage our independent compensation consultant, Pearl Meyer, to perform benchmarking exercises. We do not explicitly target a certain percentile from our market benchmarking to compensate our NEOs, but rather review each NEO’s positioning relative to the market within the context of his or her experience, contributions, role, potential and other factors. Similarly, we do not target a specific mix of compensation, although we deliver a majority of compensation through long-term incentives consistent with our pay for performance philosophy and adopt a program that is generally competitive with peers in terms of each element of pay.

Role of the Compensation Committee. The compensation committee is responsible for establishing and overseeing our executive compensation program. Our compensation committee reviews and discusses with our Chief Executive Officer proposed compensation for all executives other than the Chief Executive Officer. Following the compensation committee’s discussions with our Chief Executive Officer, and in consideration of the information provided by Pearl Meyer, the compensation committee may consult with our board of directors about the compensation of each NEO before determining and approving each NEO’s compensation or may determine and approve NEO compensation as a committee.

Role of our Chief Executive Officer. Our Chief Executive Officer evaluates and reviews with the compensation committee the individual performance and contributions of each of the other NEOs and makes recommendations to the compensation committee regarding base salary, non-equity incentive plan compensation and equity awards. The compensation committee reviews and considers such recommendations, but ultimately retains full discretion and authority over the final compensation decisions for the NEOs. Our Chief Executive Officer, in consultation with other members of our management team, also recommends the corporate performance objectives that are reviewed and approved by the compensation committee and the board of directors and used to determine bonus amounts.

Role of our Independent Compensation Consultant. Pursuant to its charter, the compensation committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation. Our compensation committee engaged Pearl Meyer as its independent compensation consultant to review our executive compensation peer group and program design and assess our executives’ and our directors’ compensation relative to comparable companies. Pearl Meyer provides our compensation committee with information regarding market compensation practices and trends. Our compensation committee considered the relationship that Pearl Meyer has with us, the members of our board of directors and our executive officers, and has determined that Pearl Meyer is serving, and has served, as an independent and conflict-free advisor to the compensation committee.

Factors in Setting Compensation. The compensation committee reviews NEO compensation annually. As part of its annual compensation review, the compensation committee evaluates our compensation program and arrangements for our NEOs based on a number of factors, including:

Internal Factors

External Factors

• Compensation philosophy and objectives

• Company goals and objectives

• Historical company performance and company outlook

• Individual NEO roles and profiles

• Individual performance and contributions

• Current pay data for NEOs

• Historical Say on Pay voting results

• Peer group information and data

• Broader industry-specific information and data

• Compensation committee experience

• Market dynamics

An important external factor in making compensation decisions is our compensation peer group. The compensation committee considers a select number of key inputs, summarized below, to determine the companies to be included in the peer group. The compensation data from the peer group provide a benchmark for market-competitive base salaries, short- and long-term incentive targets and estimated total direct compensation.

In September 2020, the compensation committee, together with Pearl Meyer, used the following screening criteria to determine the group of companies to be in the peer group that was used in setting 2021 compensation:


Criteria		Description
Industry		U.S. publicly-traded biotechnology or pharmaceutical companies
Development Stage		Companies with a lead asset in phase 3, NDA or commercial entities


Criteria		Description
Size		Market capitalization of $500m to $5bln Headcount of 100 to 600 Annual R&D expense of $40m to $400m

Other Factors used to Prioritize Selected Companies		Commercial companies Companies most similar to us in terms of size and R&D spending

Based on this screening criteria, in September 2020 the compensation committee approved a peer group of 21 companies that we refer to as the 2021 peer group to be used in setting 2021 compensation, listed below.


Akcea Therapeutics, Inc.	Dynavax Technologies Corporation	Karyopharm Therapeutics Inc.
Akebia Therapeutics, Inc.	G1 Therapeutics, Inc.	MacroGenics, Inc.
Blueprint Medicines Corporation	Global Blood Therapeutics, Inc.	Mirati Therapeutics, Inc.
Clovis Oncology, Inc.	Halozyme Therapeutics, Inc.	Odonate Therapeutics, Inc.
Coherus BioSciences, Inc.	Inovio Pharmaceuticals, Inc.	Radius Health, Inc.
Corcept Therapeutics Incorporated	Iovance Biotherapeutics, Inc.	TG Therapeutics, Inc.
Deciphera Pharmaceuticals, Inc.	Ironwood Pharmaceuticals, Inc.	Zogenix, Inc.

The 2021 peer group included the following changes from the peer group that the compensation committee used to set 2020 compensation.


Action	Company	Rationale
2020 peer group companies excluded from the 2021 peer group	Acceleron Pharma Inc.	Market capitalization above range
	Five Prime Therapeutics, Inc.	Headcount and market capitalization below range, phase II lead asset
	ImmunoGen, Inc.	Headcount below range
	Seres Therapeutics, Inc.	Market capitalization below range
	Xencor, Inc.	Phase II lead asset

New companies included in the 2021 peer group	Akcea Therapeutics, Inc.	Met screening criteria
	Corcept Therapeutics Incorporated	Met screening criteria
	Global Blood Therapeutics, Inc.	Met screening criteria
	Halozyme Therapeutics, Inc.	Met screening criteria
	Zogenix, Inc.	Met screening criteria

The summary statistics below demonstrate how we compared to the companies in the 2021 peer group at the time we determined the peer group.


Statistic	Market Capitalization ($B)		Headcount		R&D Expense ($M)
75th Percentile		2.4		352		211
50th Percentile		1.3		255		158
25th Percentile		0.9		141		109
Epizyme		1.5		203		131

In October 2021, the compensation committee, with the assistance of Pearl Meyer, reviewed the companies included in the 2021 peer group for continued appropriateness in 2022 using similar criteria it used to determine the 2021 peer group. The updated criteria used for the 2022 peer group was as follows:


Criteria		Description
Industry		U.S. publicly-traded biotechnology or pharmaceutical companies

Development Stage		Companies with a lead asset in phase 3, NDA or commercial entities
Size		Market capitalization of $200m to $2bln Headcount of 100 to 900 Annual R&D expense of $40m to $400m
Other Factors used to Prioritize Selected Companies		Commercial companies Companies most similar to us in terms of therapeutic focus and location of company headquarters

Pearl Meyer recommended the following changes to the 2021 peer group, which the compensation committee approved. The revised peer group was used to set compensation for 2022.


Action	Company	Rationale
2021 peer group companies excluded from the peer group for 2022 compensation	Akcea Therapeutics, Inc.	Acquired
	Blueprint Medicines Corporation	Market capitalization above range
	Corcept Therapeutics Incorporated	Market capitalization above range
	Halozyme Therapeutics, Inc.	Market capitalization above range
	Inovio Pharmaceuticals, Inc.	Pre-commercial status
	Iovance Biotherapeutics, Inc.	Market capitalization above range
	Mirati Therapeutics, Inc.	Market capitalization above range
	Odonate Therapeutics, Inc.	Market capitalization below range
	TG Therapeutics, Inc.	Market capitalization above range
New companies included in the 2022 peer group	Agenus Inc.	Met screening criteria
	Enanta Pharmaceuticals, Inc.	Met screening criteria
	Flexion Therapeutics, Inc.	Met screening criteria
	Heron Therapeutics, Inc.	Met screening criteria
	Kiniksa Pharmaceuticals, Ltd.	Met screening criteria
	Puma Biotechnology, Inc.	Met screening criteria
	UroGen Pharma Ltd.	Met screening criteria
	Y-mAbs Therapeutics, Inc.	Met screening criteria

The summary statistics below demonstrate how we compared to the companies in the 2022 peer group at the time we determined the peer group.


Statistic	Market Capitalization ($B)		Headcount		R&D Expense ($M)
75th Percentile		1.4		370		174
50th Percentile		0.8		267		146
25th Percentile		0.5		218		81
Epizyme		0.6		270		131

Say on Pay Vote Results

We held a non-binding advisory vote on executive compensation, or “say on pay” vote, at our 2021 annual meeting of stockholders. Approximately 87% of the shares voted on this proposal were cast in support of our

2020 executive compensation program. While the compensation committee viewed the results of the “say-on-pay” vote as broad stockholder support for our executive compensation program, the compensation committee will continue to consider the results of stockholder advisory votes on executive compensation when making future decisions relating to our executive compensation program.

Compensation Elements and Decisions

The primary elements of our executive compensation program are:


Element	Purpose	Timing
Annual Base Salary	Fixed amount to attract and retain top talent.	Initial base salaries are set at the time of hire, and adjustments to base salaries are considered in conjunction with changes in job responsibility or annually as part of our merit increase process.

Short-term Incentives	Performance-contingent compensation to reward company and individual performance against a set of annual objectives.	Generally measured and paid out on an annual basis, typically in the first quarter of the following fiscal year.

Long-term Incentives	Variable incentive compensation to promote performance, support retention, and create stockholder alignment.	Generally granted at the time of hire, and annually thereafter, typically in the first quarter of the following fiscal year.

Severance and Change in Control Benefits	Competitive benefits consistent with industry practice.	Upon a change of control of our company or an NEO’s termination of employment.

Benefits	Fixed benefits to promote individual health, welfare and financial security.	The timing of our benefits varies by element.

Annual Base Salary

Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of our NEOs. Base salaries for our NEOs are established at the time the NEO is hired, taking into account the position for which the NEO is being considered and the relevant market data (where available), as well as the NEO’s qualifications and prior experience. None of our NEOs is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. However, on an annual basis, our compensation committee reviews and evaluates, with input from our Chief Executive Officer (other than with respect to himself), the need for adjustment of the base salaries of our NEOs based on changes and expected changes in the scope of a NEO’s responsibilities, including promotions, the individual contributions made by and performance of the NEO during the prior year, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the NEO’s salary falls in the salary range presented by that data. In making decisions regarding salary increases tied to merit adjustments or promotion adjustments, our compensation committee may also draw upon the experience of members of the committee and of our full board of directors with other companies in addition to peer group data. No formulaic base salary increases are provided to our NEOs.

The following table presents the base salaries for each of our NEOs for the years 2020 and 2021, as approved by our compensation committee, and in the case of Mr. Bogle, as approved by our board of directors in connection with Mr. Bogle’s August 2021 appointment as our President and Chief Executive Officer and board-approved compensation arrangement. Unless otherwise noted, the 2020 base salaries became effective on January 1, 2020, and the 2021 base salaries became effective on January 1, 2021.


Named Executive Officer	2020 Annualized Salary ($)		2021 Adjustment				2021 Annualized Salary ($)		Nature of Increase
Named Executive Officer	2020 Annualized Salary ($)		% of Base Salary		Amount ($)		2021 Annualized Salary ($)		Nature of Increase
Grant Bogle		—		—		—		675,000	Set at time of hire
Shefali Agarwal		478,000		4.61		22,036		500,036	Merit increase and promotion
Jeffery Kutok		450,000		2.25		10,125		460,125	Merit increase
Robert Bazemore (1)		650,000		3.85		25,000		675,000	Merit increase
Paolo Tombesi (1)		460,000		2.50		11,500		471,500	Merit increase
Matthew Ros (1)		460,000		3.00		13,800		473,800	Merit increase
Victoria Vakiener (1)		430,000		2.00		8,600		438,600	Merit increase

(1)	Former executive of the Company

Short-term Incentives

Our bonus program is designed to motivate and reward our NEOs for achievements relative to our corporate objectives and expectations for each fiscal year. Under our bonus program, each NEO has a target bonus opportunity, defined as a percentage of his or her annual base salary. The general design of our bonus program is as follows:

LOGO

For 2021, our compensation committee set the following target bonus opportunities for each NEO. The maximum bonus for any NEO in a plan year is 200% of their target amount.


NEO	2021 Base Salary ($)		Target Bonus %		Target Bonus Award ($)
Grant Bogle (1)		675,000		65%		438,750
Shefali Agarwal		500,036		40%		200,014
Jeffery Kutok		460,125		40%		184,050
Robert Bazemore (2)		675,000		65%		438,750
Paolo Tombesi (2)		471,500		40%		188,600
Matthew Ros (2)		473,800		40%		189,520
Victoria Vakiener (2)		438,600		40%		175,440

(1)	Mr. Bogle’s 2021 target bonus was established at the time of his hire. These amounts reflect the full year bonus opportunity. Due to Mr. Bogle’s August 2021 start date, his 2021 bonus was pro-rated for service time.

(2)	These former executives were deemed ineligible for a bonus payment upon their respective separations from service.

Corporate Objectives

Our compensation committee recommended, and our board of directors approved and established, corporate objectives to assess our 2021 corporate performance in early 2021. As part of a broad retention strategy implemented at the Company in August 2021, a select number of the 2021 corporate objectives were reset for the remainder of the year in an effort to re-engage the workforce and promote retention. The corporate objectives that were modified in August 2021 related to select aspects of our commercial strategy, revenue expectations, timing related to preclinical and clinical progress, and our revised operating plan. The following is an overview of the final 2021 corporate objectives recommended by our compensation committee and approved and established by our board of directors in August 2021. In January 2022, the compensation committee reviewed our achievements against these 2021 corporate objectives to arrive at a recommended corporate funding factor of 92.5%, which the board of directors approved to be used for purposes of the corporate component in calculating 2021 bonus payments. To the extent objectives are partially achieved or exceeded, our compensation committee may recommend, and our board may approve and ascribe a partial achievement or overachievement percentage to each objective, as applicable.


Objective/Assessment	Weighting
Objective: Maximize TAZVERIK Adoption in the U.S. Among Eligible Patients Assessment: • Redefined commercial strategy and redeployed internal teams and commercial efforts • Created and began implementation of a competitive readiness plan • Maintained 90%+ of lives covered without detrimental restrictions in line with ES and FL labeled indications • Maintained compliant culture and operations in both in-house and field-based organizations		35%

Objective: Significantly Enhance TAZVERIK’s Global Value by Broadening Clinical Development Plan Assessment: • Submitted SYMPHONY-1 (EZH-302) Phase 1b safety run-in data to the FDA, aligned on the Phase 3 study design including the recommended dose with the FDA, and submitted the protocol amendment to the FDA; initiated Phase 3 study startup at multiple sites		35%


Objective/Assessment	Weighting
• Initiated the Phase 2 portion of EZH-1101 trial for prostate cancer; activated a majority of remaining sites, and progressed enrollment
• Initiated our EZH-1501 hematological tumor basket study

Objective: Expand Our Portfolio Beyond TAZVERIK Assessment: • Completed SETD2 IND-enabling studies for our SETD2 inhibitor program (EZM0414), submitted the IND, and initiated the Phase 1 portion of the Phase 1/1b SET-101 trial • Progressed research efforts toward a potential future development candidate(s)		15%

Objective: Execute Partnerships Assessment: • Negotiated and executed a strategic collaboration through a license agreement with HutchMed		10%
Objective: Support our People, Culture, Capabilities & Our Capital Needs Assessment: • Executed a revised hiring plan and implemented plans to retain top talent and manage attrition in connection with the August 2021 cost reduction plan and leadership transition • Established and maintained appropriate internal processes to support portfolio management and internal compliance		5%
Total		100%

Individual Performance Considerations

Our compensation committee also evaluated individual performance for 2021 bonus program purposes. Consistent with this process, our compensation committee assessed the performance of our NEOs other than our President and Chief Executive Officer, Mr. Bogle, in connection with its 2021 bonus program determinations. Our Chief Executive Officer’s bonus is determined solely based on the achievement of our corporate objectives. In assessing the individual performance in 2021 of our NEOs other than Mr. Bogle, our President and Chief Executive Officer, and other than our NEOs that are former executives (as they were deemed ineligible for a bonus payment upon their respective separations from service with us), our compensation committee, with the input of Mr. Bogle, considered each such officer’s individual contributions to the achievement of our 2021 corporate objectives, and the officer’s individual achievements in helping to build our business and execute on our strategy. Beginning in 2021, the individual component of our bonus program is set at a weight of 25% of the overall bonus for NEOs other than our Chief Executive Officer. These achievements include the following:

Shefali Agarwal, Executive Vice President, Chief Medical and Development Officer: For 2021, the compensation committee reflected on Dr. Agarwal’s accomplishments, including: providing leadership in support of TAZVERIK in ES and FL, respectively, continuing to build the organization, providing oversight of the medical affairs team to support our launches of TAZVERIK in ES and FL, executing on our existing clinical trials and beginning new trials aimed at maximizing the value and potential of tazemetostat, and determined that, taking into account both the corporate funding factor and individual performance component, Dr. Agarwal earned a bonus equal to approximately 100% of her total target short-term incentive payment.

Jeffery Kutok, Chief Scientific Officer: For 2021, the compensation committee reflected on Dr. Kutok’s accomplishments, including: establishing and providing leadership to our research organization, providing guidance to enhance the depth of our pipeline, and expanding on our five-year strategy for research, and determined that, taking into account both the corporate funding factor and individual performance component, Dr. Kutok earned a bonus equal to approximately 96% of his total target short-term incentive payment.

Final Calculations

The final calculations used to arrive at the 2021 bonus awards are as follows. The final award amounts are rounded for administrative ease.


NEO	2021 Base Salary ($)			Target Bonus %				Corporate Funding Factor (Weighted 75% below CEO)				Individual Performance Modifier (Weighted 25% below CEO)				Bonus Award ($)
Grant Bogle (1)		307,692	X		65	%	X		92.50	%	—		—		=		185,000
Shefali Agarwal		500,036	X		40	%	X		(69.375	%	+		31.250	%)	=		201,250
Jeffery Kutok		460,125	X		40	%	X		(69.375	%	+		26.250	%)	=		175,950

(1)	For purposes of the bonus calculation, Mr. Bogle’s 2021 salary was pro-rated for time as an Epizyme employee in 2021.

In addition to these short-term incentive payouts, the compensation committee may approve cash bonuses to induce individuals to join our company or make up for lost compensation opportunities at previous employers, or to assist in defraying the cost of relocation to the greater Boston area, commonly referred to as “sign-on” bonuses. In 2021, the compensation committee did not approve any cash sign-on bonuses for named executive officers.

Long-term Incentives

Long-term incentives represent a key component of our overall compensation program, and historically has represented the majority of total annual compensation.

We believe that equity grants provide our NEOs with a strong link to our long-term performance, create an ownership culture and help to align the interests of our NEOs and our stockholders. Our NEOs benefit from equity awards as our stock price increases through the creation of shareholder value. Accordingly, we believe equity awards provide meaningful incentives to our NEOs to achieve increases in the value of our stock over time. In addition, the vesting feature of our equity awards contributes to NEO retention by providing an incentive to our NEOs to remain employed by us during the vesting period.

The compensation committee typically approves long-term incentive grants for NEOs at the start of their employment, and annually thereafter in connection with the annual performance review. Additionally, the compensation committee may periodically grant additional equity awards based on individual role, performance and contribution, as well as competitive market data and information. None of our NEOs are currently party to an employment agreement that provides for automatic equity awards.

During 2021, the Compensation Committee approved long-term grants associated with three programs.


Program		Structure
2021 Annual Grants		• 75% stock options vesting 25% after year one and monthly over the following 36 months on a ratable basis • 25% RSUs vesting 25% per year over four years

2021 Retention Grants		• 75% stock options vesting 33% after year one and monthly over the following 24 months on a ratable basis • 25% RSUs vesting 33% per year over three years

2021 New Hire Grants		• 75% stock options vesting 33% after year one and monthly over the following 24 months on a ratable basis • 25% RSUs vesting 33% per year over three years

In determining long-term incentive grants for new hires, including in connection with Mr. Bogle’s appointment as our President and Chief Executive Officer in August 2021, the compensation committee evaluated (where available):

•

market data for annual and new hire long-term incentive grant values;

•

potential lost long-term incentive opportunity from candidate’s current employer, where available;

•

candidate background, experience, and potential; and

•

overall share pool availability.

In determining annual long-term incentive grants for existing NEOs, the compensation committee evaluated (where available):

•

market data for annual long-term incentive grant values;

•

time the NEO has been employed with us;

•

NEO performance and contributions in the previous year;

•

general industry and labor market dynamics;

•

overall corporate performance and outlook; and

•

NEO current outstanding equity, including the current and potential value of outstanding unvested awards.

In determining the retention grants for existing NEOs, the compensation committee evaluated:

•

NEO criticality to achieving future business goals;

•

NEO current outstanding equity, including the current and potential value of outstanding unvested awards;

•

NEO performance and contributions;

•

general industry performance and labor market dynamics; and

•

overall share pool availability.

Although the compensation committee did not elect to make grants that vest based on performance metrics in connection with its 2021 annual compensation review, it may elect to do so either as one-time events or as part of the annual long-term incentive program as circumstances warrant.

The exercise price of all stock options equals the fair market value of shares of our common stock on the date of grant. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares of common stock underlying such option, including no voting rights and no right to receive dividends or dividend equivalents. Vesting and exercise rights for stock options typically cease shortly after termination of employment except in the case of death, disability, or where the former employee continues his or her relationship with us (e.g., as a consultant). In specified termination and change in control circumstances, equity awards held by our NEOs are subject to accelerated vesting. See “—Severance and Change in Control Benefits” for further information.

The following table sets forth the compensation committee-approved long-term incentive grant value for the combined stock options and RSUs annual grants, as well as the number of shares of common stock issuable upon exercise of the stock options and upon vesting of the RSUs granted to our NEOs in February 2021:


	2021 Annual Grants
NEO	Compensation Committee Approved Fair Value (1)		Number of Stock Options		Number of RSUs
Shefali Agarwal	$	1,420,000		141,135		29,583
Jeffery Kutok	$	1,375,000		136,663		28,645
Robert Bazemore (2)	$	4,200,000		417,443		87,500
Paolo Tombesi (2)	$	1,250,000		124,239		26,041
Matthew Ros (2)	$	1,350,000		134,178		28,125
Victoria Vakiener (2)	$	1,225,000		121,754		25,520

(1)

These figures reported here will be higher than those reported in the Summary Compensation Table and other required tabular disclosures due to the process of converting a fair value to a number of stock options or RSUs. For these awards, the compensation committee established an Epizyme share price threshold of $12.00. If shares of our common stock were trading below this level on the date of grant, the long-term incentive grant value would automatically be converted to a number of stock options and RSUs using a $12.00 price. On the date of grant the closing price of our common stock was $11.02, and so the $12.00 price threshold was used in the conversion of LTI Fair Value to a number of stock options and RSUs.

(2)	Former executive of the Company

The following table sets forth the retention grants awarded to certain of our then-employed NEOs in August 2021:


	2021 Retention Grants
NEO	Number of Stock Options		Number of RSUs
Shefali Agarwal		282,270		59,166
Jeffery Kutok		218,661		45,832
Matthew Ros (1)		134,178		28,125

(1)	Former executive of the Company

Mr. Bogle was awarded a new hire long-term incentive grant at the time of his hire. Pursuant to Mr. Bogle’s offer letter, we granted to Mr. Bogle stock options to purchase 417,500 shares of our common stock, and RSUs for 87,500 shares of our common stock. In addition, subject to Mr. Bogle’s continued employment with us, we agreed to grant Mr. Bogle in January 2022 a second tranche of new hire awards that are identical in size and vest on the same dates as the awards granted at the time of his hire because the full value of the new hire long-term incentive grants could not be awarded in full to Mr. Bogle in August 2021 due to limited share pool availability under our 2013 Stock Incentive Plan at that time.

Severance and Change of Control Benefits

Each NEO is also eligible for severance benefits in specified circumstances, as set forth in our Executive Severance and Change in Control Plan, as amended. Under the terms of this plan, upon execution and

effectiveness of a severance agreement and release of claims, each NEO will be entitled to severance payments if we:

•

terminate his or her employment without cause, prior to or more than 12 months following a change in control; or

•

terminate his or her employment without cause or he or she terminates employment with us for good reason within 12 months following a change in control.

Additionally, Mr. Bogle is entitled to severance payments if he terminates his employment with us for good reason prior to or more than 12 months following a change in control. Please refer to “ -Employment, Severance and Change in Control Arrangements” below for a more detailed discussion of severance and change in control benefits for our NEOs.

Consulting Arrangements for NEOs

In select cases, we will make use of consulting arrangements in order to retain an individual in an advisory capacity post separation of employment from the Company. In 2021, we entered into consulting arrangements with Mr. Bazemore, Mr. Ros and Ms. Vakiener in connection with their separation from employment with the Company.

•

Bazemore Consulting Arrangement. In connection with his separation, Mr. Bazemore agreed to assist the Company in an advisory capacity for 12 months from the effective date of his resignation under the terms of a consulting agreement entered into with the Company on August 4, 2022. During the term of the agreement, Mr. Bazemore received a monthly fee of $42,635 per month through December 31, 2021 and is receiving a monthly fee of $17,760 per month beginning January 1, 2022 through August 9, 2022. During the term of the consulting agreement, the Company will also pay on Mr. Bazemore’s behalf, subject to Mr. Bazemore’s eligibility for continued coverage under COBRA, the portion of the premiums for group health insurance coverage to the same extent that the Company paid such premiums immediately prior to the effectiveness of Mr. Bazemore’s resignation.

•

Ros Consulting Arrangement. In connection with his separation, Mr. Ros agreed to assist the Company in an advisory capacity from November 1, 2021 until March 31, 2022 under the terms of a consulting agreement entered into with the Company on October 27, 2021, which consulting agreement became effective upon the termination of Mr. Ros’s employment with the Company. During the term of the consulting agreement, Mr. Ros will receive a monthly fee of $12,000 per month through March 31, 2022.

•

Vakiener Consulting Arrangement. In connection with her separation, Ms. Vakiener agreed to assist the Company in an advisory capacity from October 1, 2021 until March 31, 2022 under the terms of a consulting agreement entered into with the Company on October 1, 2021. During the term of the Consulting Agreement, Ms. Vakiener will receive a monthly fee of $20,833 per month through March 31, 2022.

Benefits

We generally pay relocation expenses for newly-hired NEOs whom we require to relocate as a condition to their employment with us. We also have, and may in the future, pay local housing expenses and travel costs for executives who maintain a primary residence outside of a reasonable daily commuting range to our headquarters prior to such executive’s relocation. We evaluate the competitiveness of our arrangements periodically and have found that our NEO benefits are competitive with our peers. For more information on our employment arrangements, please see “ -Employment, Severance and Change in Control Arrangements.” We believe that these are typical benefits offered by comparable companies to executives who are asked to relocate and that we would be at a competitive disadvantage in trying to attract executives who would need to relocate in order to work for us if we did not offer such assistance.

We maintain a defined contribution employee retirement plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that each participant may contribute up to 90% of his or her pre-tax compensation, up to a statutory limit, which was $19,500 for 2021. Participants who are at least 50 years old can also make “catch-up” contributions, which in 2021 could be up to an additional $6,500 above the statutory limit. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee, subject to participants’ ability to give investment

directions by following certain procedures. During the year ended December 31, 2021, we provided a matching contribution to the 401(k) plan, matching 50% of an employee’s contribution up to a maximum of 3% of the participant’s compensation, with such employer matching contributions vesting over three years with approximately 33% of the balance of unvested employer matching contributions vesting each year. Matching contributions made to each of our NEOs are included in the “Summary Compensation Table-All Other Compensation.”

Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, long-term disability and term life insurance plans, our fitness benefits and 401(k) matching contributions, in each case on the same basis as other employees. We typically do not provide additional perquisites or personal benefits to our NEOs, although on a case-by-case basis we may periodically do so, subject to any required approvals. We do not sponsor any qualified or non-qualified defined benefit plans for any of our employees, including NEOs.

Other

Anti-Hedging and Pledging Policy

Our insider trading policy expressly prohibits all of our employees, including our NEOs, as well as our directors, from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges.

Stock Ownership Guidelines

In March 2022, upon the recommendation of our compensation committee, our board of directors adopted stock ownership guidelines applicable to our non-employee directors and our executive officers (as defined in Rule 3b-7 of the Exchange Act). The stock ownership guidelines require that our chief executive officer must hold stock worth at least three times his or her base salary, that each of our other executive officers must hold stock worth at least one times his or her base salary, and each of our non-employee directors must hold stock worth at least three times the cash portion of the base annual retainer for regular service on our board of directors. Individuals covered by the guidelines serving on the date of adoption of the guidelines have until the end of June 2027 to achieve compliance with the guidelines and newly appointed or elected persons have five years from the date of appointment or election, as applicable, to achieve compliance with the guidelines. The following forms of equity will count toward the stock ownership guidelines: shares of common stock owned outright, vested performance stock units, or PSUs, vested and unvested RSUs and shares held through other Company benefit plans. Stock options and unearned PSUs do not count toward the stock ownership guidelines.

Clawback Policy

In March 2022, upon the recommendation of our compensation committee, our board of directors also adopted a clawback policy that covers cash and equity incentive-based compensation paid to our officers (as defined in Rule 16a-1(f) of the Exchange Act). The policy provides that if (a) we are required to prepare an accounting restatement for periods that end on or after the effective date of the clawback policy; and (b) our Board of Directors determines that an act or omission of a current or former officer of the Company contributed to the circumstances requiring the restatement and that such act or omission involved either: (i) intentional misconduct

or an intentional violation of any of our rules or any applicable legal or regulatory requirements in the course of the person’s employment by, or otherwise in connection with, the Company or (ii) fraud in the course of the person’s employment by, or otherwise in connection with, the Company, we will use reasonable efforts to recover from such officer up to 100% of such incentive-based compensation during the three-year period preceding the date on which we are required to prepare the accounting restatement. The clawback policy applies to incentive-based compensation that is granted after the adoption of this policy.

No Tax Gross-ups

We do not provide for any tax gross-up payments to our NEOs.

Tax and Accounting Considerations

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, a company will generally not be entitled to a tax deduction for individual compensation over $1 million that is paid to certain executive officers. As in effect prior to its recent amendment by the Tax Cuts and Jobs Act of 2017, Section 162(m) provided an exception to the deductibility limitations for performance-based compensation that met certain requirements. While considering the impact of Section 162(m) and awarding certain elements of compensation that, at the time, were intended to qualify as performance-based compensation, the compensation committee did not adopt a policy requiring all compensation to be fully deductible under Section 162(m). As Section 162(m) has been amended, effective for taxable years beginning after December 31, 2017, the “performance-based” compensation exception was eliminated from Section 162(m), except for certain grandfathered arrangements under the transition rules. In light of this amendment, the compensation committee will continue to consider the potential impact of the application of Section 162(m) on compensation for our executive officers and reserves the right to provide compensation to executive officers that may not be tax-deductible, as well as the right to modify compensation that was initially intended to qualify as “performance-based” compensation if it believes that taking any such action is in the best interests of our Company and our stockholders.

Compensation Risk Assessment

Our management and the compensation committee review our compensation practices and policies with regard to risk management. We have reviewed our programs and determined that there are no practices or policies that are likely to lead to excessive risk-taking or have a material adverse effect on the Company. Further, we identified the following practices that serve to mitigate risk:

•

we provide a balance of fixed and performance-based compensation;

•

our short-term incentive plan is based on a number of challenging objectives;

•

our long-term incentive grants vest over time, generally four years;

•

our compensation committee has discretion to reduce bonus awards should the objective formula yield an inappropriate result;

•

we have an independent compensation committee;

•

we engage with independent compensation advisors;

•

we have proper administrative and oversight controls; and

•

we have an established compensation committee calendar for governance purposes.

CEO Pay Ratio Disclosure

The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees.

Methodology

To identify our median employee, we used the following methodology:

•

We determined our median employee based on our employee population of 257 employees as of December 31, 2021. This population consisted of all full-time, part-time and temporary employees as of such date, excluding our Chief Executive Officer.

•

We used a consistently applied compensation measure that included the sum of each employee’s (excluding Mr. Bazemore and Mr. Bogle) base salary and the grant date fair value of all stock options and RSUs awarded in 2021 as reflected in our human resources, payroll and equity award systems. We annualized the base salaries for employees who were employed by us for less than the entire calendar year.

•

Once we identified our median employee, we combined all of the elements of such employee’s total annual compensation for 2021 in accordance with the requirements of Item 402 of Regulation S-K.

•

With respect to the total annual compensation of our Chief Executive Officer, Grant Bogle, we used the amount reported in the “Total” column of the “Summary Compensation Table” included elsewhere in this proxy statement, except that (i) we excluded any cash fees and any equity-based compensation provided to Mr. Bogle in 2021 in consideration for his service as a member of our board of directors and (ii), pursuant to Instruction 10 to Item 402(u) of Regulation S-K, we annualized Mr. Bogle’s 2021 salary and bonus earned in 2021.

Pay Ratio

We determined that the 2021 annual total compensation of our median employee, other than our Chief Executive Officer, for 2021 was $298,501. As disclosed in our Summary Compensation Table appearing on page 45, and as adjusted based on the above methodology and pursuant to Instruction 10 to Item 402(u) of Regulation S-K, our current Chief Executive Officer’s annual total compensation for 2021 (as-adjusted) was $2,966,089. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was approximately 10 to 1.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources, payroll and equity award systems and records and the methodology described above. Because the SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

THE ORGANIZATIONAL HEALTH AND COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS OF EPIZYME, INC.

David M. Mott, Chairman

Kenneth Bate

Roy A. Beveridge, M.D.

Summary Compensation Table

The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2021, 2020 and 2019:


Name and Principal Position	Year		Salary ($)			Bonus ($) (1)		Restricted Stock Unit Awards ($) (2)			Option Awards ($) (2)			Non-equity Incentive Plan Compensation ($) (3)		All Other Compensation ($) (19)		Total ($)
*Current Executive Officers:*
Grant Bogle (4) President and Chief Executive Officer		2021		298,832	(5)		—		533,377	(6)		1,555,106	(7)		185,000		7,082		2,579,397
Shefali Agarwal EVP, Chief Medical and Development Officer		2021		500,036					640,472			1,890,870			201,250		6,899		3,239,527
		2020		478,000			—		274,990			825,799			199,804		7,154		1,785,747
		2019		463,500			—		894,607			1,255,325			265,122		8,652		2,887,206
Jeffery Kutok (8) Chief Scientific Officer		2021		460,125			—		559,322			1,654,345			175,950		10,054		2,859,796
Jeffery Kutok (8) Chief Scientific Officer		2020		337,500			85,000		374,996			1,124,996			134,663		6,813		2,063,968
*Former Executive Officers:*
Robert B. Bazemore, Jr. (9)(10) Former President and Chief Executive Officer		2021		616,369 (11)					965,125			2,895,385			—		1,235		4,478,414
		2020		650,000			—		3,237,620 (12)			4,103,853 (13)			370,500		96,369		8,458,342
		2019		592,937			—		1,105,393			2,060,531			409,127		5,630		4,173,618
Matthew E. Ros (14) Former EVP, Chief Strategy and Business Officer		2021		414,833 (15)					459,563			1,364,161			—		86,287		2,328,844
		2020		447,982			—		250,006			750,730			174,800		11,271		1,634,789
		2019		432,600			—		538,793			899,137			199,861		11,598		2,081,989
Paolo Tombesi (16) Former Chief Financial Officer		2021		257,182			—		287,232			861,722			—		9,935		1,416,071
		2020		460,000			—		250,006			750,730			174,800		48,198		1,683,734
		2019		168,901			—		612,848			1,173,669			76,076		146,971		2,178,465
Victoria Vakiener (17) Former Chief Commercial Officer		2021		391,449 (18)			—		281,486			844,486			—		118,768		1,636,189
		2020		405,000			—		199,997			600,579			163,400		11,035		1,380,011
		2019		328,950			153,000		301,299			187,317			168,630		123,588		1,262,784

(1)	The amounts reflect one-time sign-on bonuses paid pursuant to the terms of the respective named executive officer’s employment agreement.

(2)

Except as otherwise expressly noted, the amounts reflect the grant date fair value for equity awards granted during the applicable year. The grant date fair value was computed in accordance with FASB Codification Topic 718, Compensation-Stock Compensation. See note 15 to the financial statements in our annual report on Form 10-K for the year ended December 31, 2021 regarding assumptions we made in determining the fair value of the awards.

(3)	The amounts reflect the annual cash performance bonuses earned, as discussed under “Compensation Discussion and Analysis-Compensation Elements and Decisions-Short-term Incentives.”

(4)

Mr. Bogle commenced employment as our president and chief executive officer in August 2021, and therefore was not a named executive officer for 2020 or 2019. Mr. Bogle has served as a member of our board of directors since September 2019. Upon commencement of Mr. Bogle’s employment, he became ineligible for any cash or equity compensation for his service as a director.

(5)

Includes (i) $267,188 of base salary (at an annualized rate of $675,000) pursuant to the terms of his employment offer letter entered into in connection with his appointment as our president and chief executive officer in August 2021, and (ii) $31,644 earned by Mr. Bogle for service as a director prior to his commencement of employment.

(6)	Includes 8,060 RSUs having a grant date fair value of $68,752 granted to Mr. Bogle in June 2021 for his service on our board of directors prior to his commencement of employment, which RSUs vest as to all shares on June 11, 2022.

(7)	Includes options to purchase 40,559 shares of our common stock having a grant date fair value of $206,247 granted to Mr. Bogle in June 2021 for his service on our board of directors prior to his commencement of employment, which options vest as to all shares on June 11, 2022.

(8)	Dr. Kutok commenced employment in April 2020 and was not part of the January 2020 merit increase process.

(9)	Mr. Bazemore’s resignation from employment with the Company was effective in August 2021.

(10)

In March 2020, options to purchase 79,167 shares of our common stock granted to Mr. Bazemore in February 2016, options to purchase 2,371 shares of our common stock granted to Mr. Bazemore in February 2017, options to purchase 48,727 shares of our common stock granted to Mr. Bazemore in January 2019, 56,537 restricted stock units with time-based vesting granted to Mr. Bazemore in January 2019, and 17,500 performance-based restricted stock units granted to Mr. Bazemore in March 2019, each granted in excess of the annual per participant limit under our 2013 Stock Incentive Plan, were rescinded, as discussed under “Compensation Discussion and Analysis—Long-term Incentives” in our proxy statement filed with the SEC in April 2021. For purposes of the compensation described in this table, the value of the options and restricted stock units that were granted to Mr. Bazemore in 2019 and rescinded in 2020 is reflected in Mr. Bazemore’s compensation for 2019 and the value of the replacement grants for such rescinded awards is reflected in Mr. Bazemore’s compensation for 2020.

(11)	Includes (i) $410,625 of base salary (at an annualized rate of $675,000) and (ii) $205,744 earned by Mr. Bazemore for service as a consultant.

SEC Form DEF 14A filed by Epizyme Inc.