SEC Form DEF 14A filed by Heron Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

HERON THERAPEUTICS, 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 all boxes that apply):

HERON THERAPEUTICS, INC.

Notice of 2025 Annual Meeting of Stockholders to Be Held on June 12, 2025

To the Stockholders of Heron Therapeutics, Inc.:

The 2025 Annual Meeting of Stockholders of Heron Therapeutics, Inc., a Delaware corporation (“Heron,” “Company,” “we,” “us” and “our”), will be held on June 12, 2025 at 9:00 a.m. Eastern Time exclusively by means of remote communication via the Internet at www.virtualshareholdermeeting.com/HRTX2025, or at any adjournments or postponements thereof (the “Annual Meeting”), for the following purposes, as more fully described in the enclosed Proxy Statement:

Stockholders will be able to attend the Annual Meeting, vote electronically and submit questions during the Annual Meeting, all by visiting www.virtualshareholdermeeting.com/HRTX2025. To participate in the Annual Meeting, stockholders of record will need the 16-digit control number included on their Notice of Internet Availability of Proxy Materials (the "Notice") or, if they elected to receive proxy materials by mail, their proxy card. If your shares are held in "street name" and your voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote electronically during the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their broker, bank, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

Only stockholders of record at the close of business on April 15, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2025:

The 2025 Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2024 are available at: http://www.proxyvote.com.

YOUR VOTE IS IMPORTANT

You are cordially invited to attend the Annual Meeting. Instructions on how to attend, participate in and vote at the Annual Meeting and demonstrate proof of stock ownership are included in the enclosed Proxy Statement and posted at http://www.virtualshareholdermeeting.com/HRTX2025. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/HRTX2025. You will not be able to attend the Annual Meeting other than by means of remote communication. Whether or not you expect to virtually attend the Annual Meeting, you are urged to cast your vote as soon as possible. You may vote your shares via the Internet or via a toll-free telephone number by following the instructions on the Notice or, if you elected to receive proxy materials by mail, your proxy card or the voting instruction card you received from your broker, bank, or other nominee, as applicable. In addition, you can also vote by mail by following the instructions on the proxy card or the voting instruction card. Submitting a proxy or voting instruction card will not prevent you from attending the Annual Meeting and voting electronically, if you so desire. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

HERON THERAPEUTICS, INC.

100 Regency Forest Drive, Suite 300

Cary, NC 27518

(858) 251-4400

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS

Why have these proxy materials been made available to me?

The enclosed proxy is being solicited on behalf of our Board of Directors (“Board”) for use at the Annual Meeting. The proxy materials, including the 2025 Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2024, will be made available online at http://www.proxyvote.com and the Notice will be mailed to stockholders on or about April 30, 2025. We encourage stockholders to vote well before the Annual Meeting, even if they plan to attend the Annual Meeting, using the methods described below and in the Notice or the proxy card you received. In addition, if you received copies of the proxy materials by mail, you can vote by mail by following the instructions on the proxy card. Stockholders who hold our shares in street name should refer to the voting instructions form provided by their broker, bank or other nominee for details on how to provide voting instructions to each person. For additional details, see “How can I vote at the Annual Meeting?” below.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 152,530,696 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on the Record Date, your shares were registered directly in your name, then you are a stockholder of record. As a stockholder of record, you may vote electronically during the Annual Meeting or via one of the methods described in the Notice or the proxy card you received. Whether or not you plan to attend the Annual Meeting, we urge you to vote well before the Annual Meeting to ensure your vote is counted.

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

If at the close of business on the Record Date, your shares were held, not in your name, but in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in street name, and the Notice will be forwarded to you by your broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account.

How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were a stockholder of record at the close of business on the Record Date or if you hold a valid proxy to vote at the Annual Meeting from a stockholder of record at the close of business on the Record Date.

We will be hosting the Annual Meeting solely by means of remote communication via the Internet. You will not be able to attend the Annual Meeting other than by means of remote communication. Any stockholder can listen to and participate in the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/HRTX2025. Our Board annually considers the appropriate format of our annual meeting. Stockholders may, subject to the rules of procedure, submit questions and comments before and during the Annual Meeting, relating to the proposals

before the Annual Meeting. Our rules of procedure will be made available at http://www.virtualshareholdermeeting.com/HRTX2025.

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, at approximately 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

What do I need in order to be able to participate in the Annual Meeting?

In order to be able to vote your shares, view the list of our stockholders of record, or submit questions during the Annual Meeting, you will need the 16-digit control number included on your Notice or proxy card, as applicable, or included in the email to you if you received the proxy materials by email. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote electrically during the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their broker, bank, or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote electronically during the Annual Meeting. You will not be able to attend the Annual Meeting other than by means of remote communication. Instructions on how to connect to the Annual Meeting and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://www.virtualshareholdermeeting.com/HRTX2025. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting webcast or submitting questions. If you encounter any difficulties accessing the Annual Meeting webcast during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page.

What am I voting on?

There are four Company proposals scheduled for a vote at the Annual Meeting:

What are the Board’s recommendations?

The Board recommends that you vote your shares:

What if another matter is properly brought before the Annual Meeting?

At this time, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. However, if any other matter is properly brought before the Annual Meeting, it is the intention of the persons named in the proxy card as “proxies” to vote on those matters in accordance with their best judgment and in their discretion.

How can I vote at the Annual Meeting?

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Nominee

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received voting instructions with the Notice from that institution rather than from us. To ensure that your vote is counted, simply follow the instructions in the materials received from your broker, bank or other nominee to vote electronically during the Annual Meeting, via the Internet in advance of the Annual Meeting or by telephone or, if you received a proxy card by mail, complete, sign and return the proxy card.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers.

How many votes do I have?

On each matter to be voted on, you have one vote for each share of common stock you own as of the close of business on the Record Date. Stockholders do not have cumulative voting rights.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. In addition to the mailed Notice and proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding the Notice or proxy materials, as applicable, to beneficial owners.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedures on each of the proxy cards or Notices you receive.

Can I revoke or change my vote after submitting my proxy?

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

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

If you hold your shares beneficially in street name, you may change your vote by submitting new voting instructions to your bank, broker or nominee following the instructions they provide.

How can I submit a proposal (including a director nomination) for next year’s annual meeting?

Under the rules of the U.S. Securities and Exchange Commission (“SEC”), stockholders who wish to submit proposals for inclusion in the Proxy Statement for the 2026 Annual Meeting of Stockholders must submit such proposals to our Corporate Secretary so as to be received by us at 100 Regency Forest Drive, Suite 300, Cary, North Carolina, 27518, by close of business on or before December 30, 2025 and must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If a stockholder intends to make a director nomination or present a proposal for other business (other than pursuant to Rule 14a-8 under the Exchange Act) at the 2026 Annual Meeting of Stockholders, the stockholder must deliver written notice complying with our bylaws to our Corporate Secretary at the address provided above not earlier than February 12, 2026 and not later than March 14, 2026. Such nomination(s) or proposal(s) may or may not be included in the Proxy Statement. If the date of the 2026 Annual Meeting of Stockholders is more than 30 calendar days prior to, or more than 30 calendar days after, the anniversary of the 2025 Annual Meeting of Stockholders, then stockholder notice must be so delivered not later than the close of business on the later of: (i) the 90th calendar day prior to such annual meeting; or (ii) the 10th calendar day following the day on which public disclosure of the date of such meeting is first made. We also advise you to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must

provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 13, 2026.

What are “broker non-votes”?

If your shares are held by your broker, bank or other nominee (that is, in street name), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other nominee to vote your shares. If a beneficial owner of shares held in street name does not give instructions to his or her broker, bank or other nominee, such nominee has discretionary authority to vote such shares with respect to “routine” matters but does not have discretionary authority to vote such shares with respect to “non-routine” matters. For “non-routine” matters for which a broker, bank or other nominee does not have discretionary authority to vote a beneficial owner’s shares, the un-voted shares are generally referred to and counted as “broker non-votes.” The determination of whether a proposal is “routine” or “non-routine” is made pursuant to applicable stock exchange rules.

The election of directors (“Proposal 1”), the approval of the compensation paid to our Named Executive Officers (“Proposal 3”), and the approval of the frequency of future stockholder advisory votes on the compensation paid to our Named Executive Officers (“Proposal 4”) are considered as “non-routine” matters under applicable stock exchange rules. We therefore expect broker non-votes to exist in connection with Proposals 1, 3, and 4.

The ratification of the appointment of Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”) is considered a “routine” matter under applicable rules. A broker or other nominee may generally vote on routine matters, so we do not expect there will be any broker non-votes with respect to Proposal 2.

How are votes counted and how many votes are needed to approve each proposal?

Votes will be counted by the Inspector of Elections appointed for the Annual Meeting. The following are the voting requirements for each proposal:

There are no appraisal or dissenter’s rights with respect to the matters to be acted upon at the Annual Meeting.

How are abstentions and broker non-votes treated?

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present at the Annual Meeting. Our bylaws provide that broker non-votes are not counted as votes "cast" either "for" or "against" a director nominee (Proposal 1) and that broker non-votes are excluded from votes "cast" on Proposal 3 and 4. Broker non-votes therefore will have no effect on Proposals 1, 3, and 4. Broker non-votes are not expected to occur with respect to Proposal 2.

Abstentions will be counted as votes present and entitled to vote on the proposals considered at the Annual Meeting. Our bylaws provide that abstentions are not counted as votes "cast" either "for" or "against" a director

nominee (Proposal 1) and that abstentions are excluded from votes "cast" on Proposals 2 and 3. Therefore, abstentions will have no effect on Proposals 1 through 4.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the shares issued and outstanding and entitled to vote at the Annual Meeting as of the close of business on the Record Date present at the Annual Meeting or represented by proxy. At the close of business on the Record Date, there were 152,530,696 shares outstanding and entitled to vote.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the presiding officer of the Annual Meeting may adjourn the Annual Meeting to another date.

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

Preliminary voting results will be announced during the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended report on Form 8-K to publish the final results.

INFORMATION CONCERNING THE BOARD OF DIRECTORS

Certain information regarding each of our director nominees, including each nominee’s age, experience, qualifications, attributes and skills that led the Board to conclude that the individual should serve on the Board and each nominee’s principal occupation and directorships during the past five years, is set forth below:

Susan Rodriguez is not standing for re-election at the Annual Meeting. She currently serves on the Compensation and Nominating and Corporate Governance Committees of the Board.

Craig Collard has served as a director of Heron since February 2023 and as Chief Executive Officer since April 2023. Mr. Collard most recently served as the Chief Executive Officer of Veloxis Pharmaceutics A/S (now Veloxis Pharmaceuticals Inc., “Veloxis”) before it was acquired by Asahi Kasei Corp, a transplant focused pharmaceutical company with its principal office in Cary, North Carolina, from 2015 to December 2021. Prior to joining Veloxis, Mr. Collard served as the Chief Executive Officer and the Chairman of the Board of Directors of Cornerstone Therapeutics, Inc., a pharmaceutical company (“Cornerstone”), from 2011 until it was acquired by Chiesi Farmaceutici S.p.A. (“Chiesi”) in 2014. Mr. Collard also served as Cornerstone’s Interim Chief Financial Officer, from 2010 to 2011, and as its President, from 2008 to 2011. Mr. Collard served as the Founder, President and Chief Executive Officer of Cornerstone BioPharma Inc. (formerly Cornerstone BioPharma Holdings, Ltd.), a pharmaceutical company, and as a member of its board of directors, from 2004 to 2008. Prior to that, Mr. Collard served as President and Chief Executive Officer of Carolina Pharmaceuticals, Inc., a specialty pharmaceutical company that he founded in 2003. Mr. Collard has served on the board of directors of TerrAscend Corp. (TSX: TSND), a North American cannabis operator based in Mississauga, Canada ("TerrAscend"), since December 2018. Mr. Collard previously served as a member of the board of directors of Sierra Oncology, Inc., a San Mateo, California-based late-stage biopharmaceutical company acquired by GlaxoSmithKline plc, from May 2020 to July 2022. He also served as Chairman of Opiant Pharmaceuticals, Inc., a specialty pharmaceutical company in Santa Monica, California developing therapies to treat substance and use disorders and drug overdose since October 2018 until it was acquired by Indivior on March 1, 2023. Mr. Collard holds a B.S. degree in engineering from the Southern College of Technology (now Southern Polytechnic State University). Mr. Collard was initially appointed as a director of the Company pursuant to a Cooperation Agreement, dated as of February 21, 2023 (the ‘‘Cooperation Agreement”), by and between the Company, Rubric Capital Management LP and certain of its affiliates and Velan Capital Investment Management LP and certain of its affiliates, regarding changes to the composition of the Board and other related matters. The Board has concluded that Mr. Collard should serve as a director based on his experience in senior management, commercial operations, and as a director with other biotechnology and pharmaceutical companies.

Sharmila Dissanaike, M.D., FACS, FCCM has served as a director of Heron since September 2021. Dr. Dissanaike is currently the Chair of Surgery at the University of New Mexico, Albuquerque, NM. Dr. Dissanaike was previously University Distinguished Professor and Peter C. Canizaro Chair of the Department of Surgery at Texas Tech University Health Sciences Center (“TTUHSC”) since 2016. In addition, from 2015 to 2018, Dr. Dissanaike served as Interim Director of the Timothy J. Harnar Burn Center at University Medical Center in Lubbock, Texas (“UMC”). From 2014 to 2017, Dr. Dissanaike served as Trauma Medical Director of the John A. Griswold Level 1 Trauma Center at UMC. In January 2021, she was appointed to the Texas Medical Board by Governor Greg Abbott. Dr. Dissanaike is a clinically active trauma, burn and acute care surgeon who has won over 50 awards for clinical, academic and research excellence and service during her career. Dr. Dissanaike has published over 100 peer-reviewed scientific articles, in addition to numerous book chapters, peer-reviewed presentations and national and international invited lectureships. Dr. Dissanaike holds multiple national leadership and quality assurance roles including Chair of the American Burn Association Verification Committee, member of the

American College of Surgeons Trauma Verification Committee and Committee on Trauma, and Board member of each of the American Burn Association and Southwestern Surgical Congress. She serves the American College of Surgeons as Governor and on the Committee for Ethics, the Advisory Council of Rural Surgery and Program Committee, highlighting her wide array of interests and longstanding dedication to advancing all aspects of surgical care. Dr. Dissanaike received her medical degree from the University of Sydney, Australia and her undergraduate degree from Methodist College in Colombo, Sri Lanka. Dr. Dissanaike completed her postgraduate medical training at the University of Washington at Harborview Medical Center, the Department of Surgery at TTUHSC, the Department of Surgery at Albert Einstein College of Medicine at Beth Israel Medical Center and the Department of Medicine at Inverclyde Hospital, National Health Service. The Board has concluded that Dr. Dissanaike should serve as a director based on her experience and achievements in surgical medicine.

Craig Johnson has served as a director of Heron since 2014. Mr. Johnson has more than 30 years of experience serving in senior financial management roles and governing corporations in the biotechnology industry. He has served as a director of Aurina Pharmaceuticals Inc. since 2024.Mr. Johnson previously served as a director of Mirati Therapeutics, Inc. from 2013 until its acquisition by Bristol Myers Squibb in 2024, and as a director of La Jolla Pharmaceutical Company from 2013 until its acquisition by Innoviva, Inc. in 2022. He served as a director of Odonate Therapeutics, Inc. from 2017 to 2022, as a director of Decipher Biosciences, Inc. from 2015 to 2018, and as a director of Adamis Pharmaceuticals Corporation from 2011 to 2014. Mr. Johnson served as a director of Ardea Biosciences, Inc. from 2008 until its acquisition by AstraZeneca PLC in 2012. He served as Vice President and Chief Financial Officer of TorreyPines Therapeutics, Inc. from 2004 until its sale to Raptor Pharmaceuticals Corp. in 2009, and then as Vice President of a wholly owned subsidiary of Raptor Pharmaceutical Corp. from 2009 to 2010. From 1994 to 2004, Mr. Johnson held various positions at MitoKor, Inc., concluding his service as Chief Financial Officer and Senior Vice President of Operations. He practiced as a Certified Public Accountant with Price Waterhouse, and he received a B.B.A. degree in accounting from the University of Michigan-Dearborn. Our Board has concluded that Mr. Johnson should serve as a director based on his experience serving as a director of biotechnology companies and his expertise in financial management.

Michael Kaseta has served as a director of Heron since November 2024. He currently serves as the Chief Financial Officer and Chief Operating Officer of Liquidia Corporation, a biopharmaceutical company developing innovative therapies for patients with rare cardiopulmonary diseases ("Liquidia"). Prior to Liquidia, Mr. Kaseta served as the Chief Financial Officer at Aerami Therapeutics, Inc., a private biotech company focused on the development of improved therapies for the treatment of severe respiratory diseases, including pulmonary arterial hypertension, from January 2019 to November 2020. Previously, Mr. Kaseta served as the Chief Financial Officer at Aralez Pharmaceuticals, Inc., (Nasdaq: ARLZ) ("Aralez"), from March 2018 to January 2019. Mr. Kaseta previously served as Head of Finance and Interim Chief Financial Officer of Aralez from November 2017 until March 2018 and Corporate Controller of Aralez from September 2016 until November 2017. Prior to Aralez, Mr. Kaseta spent eleven years at Sanofi S.A. in a variety of financial roles, culminating in the Chief Financial Officer role at Sanofi North America, Global Services. In this role he managed a $10 billion business covering several product launches and more than 100 products across eight therapeutic areas. Mr. Kaseta holds a B.B.A degree in accounting from James Madison University, is a CPA (inactive) licensed in the state of New Jersey, and serves as a director of Bryn Pharma. Our Board has concluded that Mr. Kaseta should serve as a director based on his experience serving in various financial roles and as a director of pharmaceutical and biotechnology companies.

Adam Morgan has served as a director of Heron since February 2023 and as Chairman of the Board since April 2023. Mr. Morgan has served as the Chief Investment Officer of Velan Capital Investment Management LP, a healthcare-dedicated investment firm based in Alpharetta, Georgia, since July 2020. Mr. Morgan has also served on the board of directors of Health Outlook Corporation, a privately-held developer of predictive healthcare technology and service based in New York, New York, where he serves as chair of the company's audit committee, since January 2023. Previously, Mr. Morgan served on the board of directors of Alimera Sciences, Inc. (formerly NASDAQ: ALIM), a biopharmaceutical company, from March 2023 until its merger with ANI Pharmaceuticals, Inc. in September 2024. Prior to that, Mr. Morgan served as Senior Analyst at Broadfin Capital, LLC, a healthcare dedicated investment firm based in New York, New York, where he covered the Biotech and Pharmaceutical sectors, from 2018 to June 2020, and as Senior Analyst at Iguana Healthcare Partners LLC, a healthcare-dedicated investment firm based in New York, New York, where he covered Medical Devices and Specialty Pharmaceuticals, from 2015 to 2018. Mr. Morgan also served as an Analyst at Pura Vida Investments, LLC, a healthcare-focused investment firm, where he covered global Medical Devices, from 2014 to 2015. Earlier in his career, Mr. Morgan

served as a Research Associate at Cowen and Company (a subsidiary of Cowen Inc.), a financial services company, on the firm's Medical Supplies and Devices team, in 2014. Mr. Morgan received his B.S. degree in chemistry from the University of Minnesota and his M.B.A. degree from the Carlson School of Management at the University of Minnesota.

Mr. Morgan was initially appointed as a director of the Company pursuant to the Cooperation Agreement. The Board has concluded that Mr. Morgan should serve as a director based on extensive investment experience and operational background focused on the healthcare and biotechnology sectors as well as his corporate governance expertise.

Christian Waage has served as a director of Heron since 2016. Mr. Waage has more than 15 years of regulatory, legal and financial transaction experience, primarily in the biotechnology industry. Mr. Waage currently serves as Executive Vice President, Technical Operations and Administration of Gossamer Bio, Inc. (“Gossamer Bio”), a publicly traded biotechnology company, and previously served as Gossamer Bio’s Executive President and General Counsel from 2017 to 2024. From 2013 to 2016, Mr. Waage held various positions at Receptos, Inc., a wholly owned subsidiary of Celgene Corporation, most recently serving as Managing Director. Prior to its acquisition by Celgene Corporation in 2015, he served as Senior Vice President and General Counsel of Receptos, Inc. From 2012 through its acquisition by Vista Equity Partners Management, LLC in 2013, Mr. Waage served as Vice President, General Counsel and Corporate Secretary at Websense, Inc. From 2008 through its acquisition by AstraZeneca PLC in 2012, he served as Vice President, General Counsel and Corporate Secretary of Ardea Biosciences, Inc. Prior to 2008, Mr. Waage served as a partner at DLA Piper LLP. He received a J.D. degree from the University of San Diego School of Law and a B.A. degree in economics from the University of California, San Diego. The Board has concluded that Mr. Waage should serve as a director based on his experience in regulatory, legal and finance matters.

INFORMATION CONCERNING EXECUTIVE OFFICERS

Executive officers are elected by our Board and hold office until the earlier of their death, resignation, removal or the election and qualification of a successor.

Our executive officers and their ages and positions are as follows:

The background of Mr. Collard is described above under “Information Concerning the Board of Directors.”

Ira Duarte joined Heron as Executive Vice President, Chief Financial Officer in June 2023. Ms. Duarte brings significant experience and expertise in financial leadership to Heron. Prior to joining Heron, Ms. Duarte served in financial leadership roles from 2016 to 2023, most recently as Chief Financial Officer, at Veloxis, a fully integrated specialty pharmaceutical company. Prior to that, Ms. Duarte served as the Corporate Controller at BioDelivery Sciences, Inc. from 2014 to 2016, and from 2009 to 2014 she was Senior Director of Corporate Finance for Chiesi USA, Inc. and Director of Accounting and Financial Planning for Cornerstone, where she was a core member of the team that guided the sale of Cornerstone to Chiesi. Ms. Duarte previously held various roles from Staff to Senior Manager at Ernst & Young Global Limited. Ms. Duarte has served on the board of directors of TerrAscend since December 2022. Ms. Duarte is a Certified Public Accountant (inactive) and holds a B.S. degree in accounting from Florida Atlantic University.

William Forbes has served as our Executive Vice President, Chief Development Officer since June 2023. Dr. Forbes brings more than thirty years of pharmaceutical product development experience to Heron and has contributed to fourteen marketing approvals spanning a diverse range of therapeutic areas in the U.S. and European markets. Prior to joining Heron, Dr. Forbes served as the Chief Development Officer at Trevi Therapeutics, Inc. from 2021 to 2022. From 2016 to 2020, Dr. Forbes served as the President and CEO of Vivelix Pharmaceuticals, Ltd., where he was the founder and responsible for all strategic and operational aspects of the organization. Prior to that, Dr. Forbes served as the Chief Development Officer at Salix Pharmaceuticals, Inc. as the Head of Medical and R&D from 2005 to 2015. Earlier in his career, Dr. Forbes held various positions in clinical research and development at Metabasis Therapeutics, Inc., Otsuka America Pharmaceuticals, Inc., and Glaxo, Inc. Dr. Forbes has served on the board of directors of Beyond Air, Inc. (Nasdaq: XAIR), a clinical-stage medical device and biopharmaceutical company, since August 2018 and has served on the board of directors of Hallux, Inc., an innovative specialty pharmaceutical company, since November 2018. Dr. Forbes received his Doctor of Pharmacy degree from Creighton University, and he completed fellowships in cardiovascular research at Creighton Cardiac Center and in clinical research at Glaxo, Inc.

Mark Hensley has served as our Chief Operating Officer since April 2025. Mr. Hensley brings extensive leadership and operational experience to Heron. Prior to joining Heron, Mr. Hensley held several senior leadership roles at Veloxis, including serving as Chief Executive Officer from 2021 to 2024, and Chief Operating Officer and Chief Commercial Officer from 2018 to 2021. Earlier in his career, Mr. Hensley held positions of increasing responsibility at Cornerstone and Chiesi . Mr. Hensley holds a B.S. degree in biology, with a minor in chemistry from the University of North Texas.

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

CORPORATE GOVERNANCE

Our Board met six times during the year ended December 31, 2024. Each then-serving director attended seventy-five percent (75%) or more of the meetings of the Board and of each committee on which he or she served during 2024. We have a policy of encouraging all directors to attend the Annual Meeting; four of the seven then- serving directors attended the 2024 Annual Meeting of Stockholders.

Board Independence

On an annual basis, the Board reviews the independence of all directors in light of each director’s (or any family member’s, if applicable) affiliations with the Company and members of management, as well as significant holdings of the Company’s securities. The Board uses the definition of independence from The Nasdaq Stock Market (“Nasdaq”) listing standards to assess independence of our directors. Our Board has determined that all Board members, other than Mr. Collard, are “independent directors” as defined by Nasdaq rules. Mr. Collard was deemed not to be independent under Nasdaq rules by virtue of his role as our Chief Executive Officer.

The Board has a standing Audit Committee (the “Audit Committee”), Compensation Committee (the “Compensation Committee”), and Nominating and Corporate Governance Committee (the “Governance Committee”). The Board has determined that all committee members are independent under applicable Nasdaq and SEC rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Exchange Act.

In addition to the Board-level standards for director independence, the directors who serve on the Audit Committee each satisfy standards established by Nasdaq and the SEC, as no member of the Audit Committee accepts directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation, or otherwise has an affiliate relationship with the Company. Similarly, the members of the Compensation Committee each qualify as independent under Nasdaq standards. Under these standards, the Board considered that none of the members of the Compensation Committee accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation, and that none have any affiliate relationships with the Company or other relationships that would impair the director’s judgment as a member of the Compensation Committee.

Board Committees

The following table sets forth the current members of the Audit, Compensation and Governance Committees of the Board:

Audit Committee. The Audit Committee is composed of three directors: Messrs. Johnson, Kaseta, and Waage. Mr. Johnson serves as the Chair of the Audit Committee. The Audit Committee is responsible for appointing, overseeing and replacing, if necessary, our independent registered public accounting firm and for evaluating its work. The Audit Committee also assists the Board in overseeing the integrity of our financial statements and accounting and financial reporting processes, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence and the performance of the Company’s independent registered public accounting firm and internal audit function. During 2024, the Audit Committee received written disclosures from and communicated with the independent registered public accounting firm; met with management and the independent registered public accounting firm to discuss our financial statements; met with the independent registered public accounting firm to discuss matters that may affect our financial statements; approved related-party transactions, if any; provided oversight of risk management, including oversight of cybersecurity risks and risks related to environmental, social and governance matters; and approved professional services provided to us by the independent public accountants. The Audit Committee, together with the Board, was also responsible for reviewing our plans for providing appropriate financial resources to sustain our operations, including review of our strategic corporate plan and annual operating budget. The Board has determined that, during 2024, each then-serving member of the Audit Committee satisfied applicable independence standards promulgated by Nasdaq and the SEC, and the Board has determined that Messrs. Johnson and Kaseta each qualify as an “audit committee financial expert” (as the SEC has defined such term in Item 407 of Regulation S-K). We have adopted an Audit Committee charter, which is available at www.herontx.com. The Audit Committee met four times during the year ended December 31, 2024.

Compensation Committee. The Compensation Committee is composed of three directors: Dr. Dissanaike, Ms. Rodriguez, and Mr. Johnson. Dr. Dissanaike serves as the Chair of the Compensation Committee. The Compensation Committee is responsible for overseeing the Company’s compensation philosophy generally and advising the Board regarding the compensation of the Board, the Chief Executive Officer, and the other executive officers of the Company. The Compensation Committee seeks to align our compensation practices with sound fiscal policy and enable the Company to attract and motivate qualified and highly skilled personnel, and is responsible for overseeing the Company’s management resources, succession planning, and management development activities. The Compensation Committee oversees the assessment of the risks related to the Company’s compensation policies and programs applicable to officers and employees, and regularly reports to the Board on the results of this assessment. In 2024, the Compensation Committee administered our benefit and equity incentive plans, and made recommendations to the Board regarding the review and administration of all compensation arrangements for executive officers (including the Chief Executive Officer) and the review and establishment of general policies relating to the compensation and benefits of our officers and employees for the year ended December 31, 2024. The Compensation Committee also reviewed and approved corporate goals for our executive officers and evaluated their performance in light of these goals, and reviewed and made recommendations to the Board regarding the compensation paid to the non-employee directors. Subject to applicable laws, the Compensation Committee may form and delegate authority to subcommittees, each consisting of one or more of its members, with such powers as the Compensation Committee confers. The Board has determined that, during 2024, each then-serving member of the Compensation Committee satisfied applicable independence standards promulgated by Nasdaq and the SEC. We have adopted a Compensation Committee charter, which is available at www.herontx.com. The Compensation Committee met three times during the year ended December 31, 2024.

Governance Committee. The Governance Committee is composed of three directors: Mr. Waage, Dr. Dissanaike and Ms. Rodriguez. Mr. Waage serves as the Chair of the Governance Committee. The Governance Committee is responsible for setting a process for identifying and evaluating nominees, assessing the qualifications, contributions and independence of incumbent directors, and recommending a slate of director nominees to be proposed by the Board to the stockholders (or any director nominees to be elected by the Board to fill interim vacancies), consistent with the criteria approved by the Board. The Governance Committee also is responsible for establishing and maintaining a policy under which the Company’s stockholders may recommend a candidate to the Governance Committee for consideration for nomination as a director. Procedures for the consideration of director nominees recommended by stockholders are set forth below. In addition, the Governance Committee is responsible for overseeing succession planning for the Board and key leadership roles on the Board and its committees, as well as recommending directors for membership on Board committees. The Governance Committee also is responsible for reviewing and recommending updates to our Code of Ethics and Business Conduct as well as any written corporate governance guidelines. The Board has determined that, during 2024, all members of the Governance

Committee satisfied applicable Nasdaq independence standards. We have adopted a Governance Committee charter, which is available at www.herontx.com. The Governance Committee met one time during the year ended December 31, 2024.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during the year ended December 31, 2024, was, or has been at any time, one of our executive officers or employees or otherwise had a relationship requiring disclosure pursuant to Item 404 of Regulation S-K. During the year ended December 31, 2024, none of our executive officers served as a member of the board of directors or compensation committee of another entity, one of whose executive officers served on our Board or Compensation Committee.

Board Leadership Structure

Our bylaws provide our Board with the flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer to reflect the Company’s evolving needs and strategy, changes in our Board’s composition and leadership needs, as well as other factors, including the views of our stockholders and other stakeholders. Mr. Collard serves as our Chief Executive Officer, while Mr. Morgan serves as our Chairman of the Board. Our Board regularly reviews its leadership structure to evaluate whether the structure remains appropriate for the Company. Our Board has concluded that balance and varying experience and judgment are added to the leadership of the Board by having these two positions filled by different persons.

Involvement in Certain Legal Proceedings

During the past ten years none of the persons currently serving as executive officers and/or directors of the Company has been the subject matter of any legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K and there are no such legal proceedings believed to be contemplated by governmental authorities against any director or executive officer. Further, no executive officers, directors, beneficial owners of more than five percent of the Company’s common stock, or any other actor mentioned in Item 103(c)(2) of Regulation S-K is a party adverse to the Company in a material proceeding or has a material interest adverse to the Company.

Director Nomination

Criteria for Board Membership

The Governance Committee is responsible for assessing the appropriate balance of experience, skills and other characteristics required of our directors. Nominees for director are selected based on their experience, knowledge, integrity, understanding of our business environment, specific skills and perspectives they may possess that are helpful to the Company and the willingness to devote adequate time to Board duties. The Governance Committee uses the same selection criteria regardless of whether the candidate has been recommended by a stockholder or identified by the Board. In selecting candidates to recommend to the Board for appointment or re-election to the Board, the Governance Committee considers the current composition of the Board and the attributes and capabilities of the current directors in order to achieve appropriate balance of experience, skills and other characteristics. The Governance Committee also considers potential independence under the rules of Nasdaq, with the additional objective that at least one director qualifies as an “audit committee financial expert” under the rules of the SEC. When evaluating a candidate for our Board, the Governance Committee does not assign specific weight to any of these factors, nor does the Governance Committee believe that all of the criteria must necessarily apply to every candidate. At minimum, a director’s qualifications and attributes, in light of the above-mentioned criteria, are considered each time the director is nominated or re-nominated for Board membership.

Board Diversity

While we do not have a formal written policy regarding diversity in identifying director candidates, the Company believes that a Board comprising directors with diverse backgrounds, experiences, skills and perspectives contributes to overall Board effectiveness and improves Board decision making. The Governance Committee is

committed to continuing to enhance the Board’s diversity by identifying potential director candidates with varied attributes and perspectives. Accordingly, the Governance Committee actively considers diversity in its development of the pool from which it identifies qualified director candidates who possess the experience and skills desired for our Board. The Governance Committee looks to incorporate diversity into the Board across a broad spectrum of factors, including skills, experiences, specific operational experience and viewpoints, as well as diversity of race, ethnicity, gender, sexuality, age or culture, all with a view to identify candidates that can assist the Board with the performance of its governance and oversight role, in light of the Company’s strategy and evolving needs. The Governance Committee believes that our current Board reflects a diverse mix of directors on a number of these factors. The Governance Committee evaluates the diversity of the Board as part of the annual nomination process and assesses the effectiveness of its approach to Board diversity as part of the Board and committee evaluation process.

Stockholder Recommendations

It is the Governance Committee’s policy, as described below, to consider written recommendations from stockholders for nominees for director. The Governance Committee considers persons recommended by our stockholders in the same manner as a nominee recommended by our Board members, management or a third-party executive search firm. Any such recommendations should be submitted to the Governance Committee, c/o the Corporate Secretary, and should include the following information: (i) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a director, if elected); (ii) the names and addresses of the stockholders making the nomination and the number of shares of our common stock which are owned beneficially and of record by such stockholders; and (iii) appropriate biographical information and a statement as to the qualification of the nominee. Stockholders seeking to recommend a prospective nominee should follow the instructions under the heading “Communications with Directors” below. The Board did not receive any stockholder recommendations during the year ended December 31, 2024.

Process for Identifying and Evaluating Nominees

The Board believes we are well served by our current directors who provide the Board with experience, skills and characteristics that the Board has determined meet its requirements with respect to experience, knowledge, integrity, understanding of our business environment, specific skills that are helpful to the Company and the willingness to devote adequate time to Board duties. The Board, following the recommendation of our Governance Committee, determined that the six director nominees, are best-suited to continue to serve our needs, given our Company’s current anticipated activities.

Oversight of Risk Management

Our Board is responsible for oversight of our risk management policies and procedures. We are exposed to a number of risks, including financial risks, strategic, operational and commercial risks and risks relating to regulatory and legal compliance. The Board will regularly discuss with management our major risk exposures and the steps management has taken to monitor and control such exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are undertaken, and highlighting any new risks that may have arisen since they last met. The Board manages exposure risks within various areas including: (i) risks relating to our employment policies, executive compensation plans and arrangements; (ii) financial risks and taking appropriate actions to help ensure quality financial reporting and appropriately conservative investment practices; (iii) risks associated with the independence of the Board and potential conflicts of interest; (iv) commercial risks; (v) cybersecurity risks; and (vi) risks related to corporate responsibility matters. The Audit Committee reviews policies with respect to risk assessment and risk management and reviews with the Company’s Chief Financial Officer, who would also consult with outside counsel as appropriate, any legal matter that could have a significant impact on the Company’s financial statements. The Audit Committee also reviews policies with respect to the Company’s major financial, compliance, information technology and cybersecurity risk exposures and the steps management has undertaken to control them and makes related recommendations to the Board.

Clawback Policy

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we maintain a clawback policy, which provides that certain incentive compensation paid to any current or former executive officer,

including our Named Executive Officers, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the clawback policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after October 2, 2023.

Insider Trading Policy

We have adopted an Insider Trading Policy containing policies and procedures governing the purchase, sale and/or other dispositions of our securities by our directors, officers, and employees. Such policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. Our Insider Trading Policy has been filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024 as required by the rules and regulations of the SEC.

We prohibit insiders, including our Named Executive Officers and directors, from engaging in speculative transactions involving the Company’s securities, including short sales, puts, calls or other publicly traded options on the Company’s common stock. Additionally, insiders are prohibited from engaging in hedging, monetization transactions or similar arrangements involving the Company’s securities, such as zero-cost collars and forward sale contracts.

Non-Employee Director Compensation

Our non-employee director compensation program is designed to attract, retain, and reward qualified non-employee directors and align the financial interests of non-employee directors with those of our shareholders. The program addresses the time, effort, expertise, and accountability required of active Board membership. Pursuant to this program, each non-employee member of our Board received the cash and equity compensation described below for fiscal 2024 Board service. We also reimbursed our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education. Employee directors do not receive any compensation for their service as members of our Board.

Our Compensation Committee has the primary responsibility for reviewing the compensation paid to our non-employee directors and making recommendations for adjustments, as appropriate, to the full Board. In 2024, the Compensation Committee directed Compensia, Inc., its compensation consulting firm, to assist with an assessment of our Board compensation program as compared to the same peer group used for purposes of reviewing our 2024 executive compensation program. As part of the assessment, we increased the 2025 cash retainer for the Lead Independent Director to align with market norms. In addition to cash compensation, the use of stock option and restricted stock unit grants further enhances our non-employee Board members’ long-term equity stake in the Company. In particular, because the realization of financial gain from stock option grants is conditioned on the continued increase of the price of the Company’s common stock, the Company believes that stock option grants encourage our directors to engage in behaviors and implement initiatives that lead to long-term value creation that benefits all of the Company’s stockholders.

Our Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) provides that the aggregate dollar value of cash compensation and equity awards (based on the grant date fair value of such awards) paid and granted

during any calendar year to a non-employee director shall not exceed $750,000 (increased to $1,500,000 for the initial year of service on the Board).

The Board approved the following compensation for non-employee directors for 2024:

Equity-Based Compensation (shares underlying awards)

The following table sets forth the types of and the shares covered by the annual equity awards granted to our continuing non-employee directors in January 2024 and the initial equity awards granted to Mr. Kaseta when he joined the board in November 2024:

The following table sets forth information regarding total compensation for fiscal 2024 to each person who served as a non-employee director during fiscal 2024. Mr. Collard did not receive compensation for his service as a director in fiscal 2024. Mr. Collard’s compensation for his services as an employee is discussed below.

2024 Director Compensation

COMMUNICATIONS WITH DIRECTORS

Stockholders and other interested parties may communicate with the Board by sending a letter to Heron’s Board of Directors, c/o Corporate Secretary, 100 Regency Forest Drive, Suite 300, Cary, North Carolina, 27518. This will assist the Board in reviewing and responding to stockholder communications in an appropriate manner. The name of any specific intended Board recipient should be noted in the communication. The Board has instructed the Corporate Secretary to forward such correspondence only to the intended recipients; however, the Board has also instructed the Corporate Secretary, prior to forwarding any correspondence, to review such correspondence and, in her discretion, not to forward certain items if they are deemed to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration. In such cases, some of that correspondence may be forwarded elsewhere in the Company for review and possible response.

CODE OF ETHICS AND BUSINESS CONDUCT

We have adopted a Code of Ethics and Business Conduct that applies to our Principal Executive Officer, Principal Financial and Accounting Officer and to all of our other officers, directors and employees. The Code of Ethics and Business Conduct is available in the Corporate Governance section of the Investor Resources page on our website at www.herontx.com. To the extent permissible under SEC and Nasdaq rules, if we make any amendments to the Code of Ethics and Business Conduct or grant any waiver, including implicit waiver, from a provision of the Code of Ethics and Business Conduct to a director or executive officer, we intend to disclose the nature of such amendment or waiver in the manner set forth in the Code of Ethics and Business Conduct on our above-referenced website.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock, as of April 21, 2025 (except as otherwise noted below) by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our common stock; (ii) each of our directors and director nominees; (iii) each of our Named Executive Officers; and (iv) all current directors and executive officers, as a group. Unless otherwise indicated, the address of each of the named individuals is c/o Heron Therapeutics, Inc., 100 Regency Forest Drive, Suite 300, Cary, NC 27518. The percentage of ownership is based on 152,530,696 shares of common stock issued and outstanding as of April 21, 2025. Beneficial ownership of shares is determined in accordance with the rules of the SEC. Shares of common stock issuable upon conversion, exercise or vesting, as applicable, of outstanding options, restricted stock units, warrants or underlying convertible notes, as the case may be, within sixty days of April 21, 2025 are deemed to be beneficially owned and outstanding for purposes of calculating the number of shares and the percentage ownership of the person holding such options, restricted stock units, warrants or convertible notes. Except as otherwise noted, to our knowledge, each person listed below has sole voting and investment power with respect to the shares shown.

* Indicates ownership of less than one percent.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transactions Policies

Pursuant to our Code of Ethics and Business Conduct, our executive officers, directors and employees must disclose transactions involving actual or apparent conflicts of interest, such as related person transactions, to the Chairman of the Board. Additionally, the Audit Committee is responsible for review and approval of all related person transactions in which any officer, director or stockholder has a direct or indirect interest and would be required to be disclosed under Items 404(a) and 404(d) of Regulation S-K, and has written policies and procedures for reviewing, approving or ratifying any transaction required to be reported under Items 404(a) and 404(d) of Regulation S-K. In reviewing related person transactions, the Audit Committee evaluates any transaction in which the Company was or is to be a participant and the amount involved exceeds $120,000, since the beginning of the Company's last fiscal year, and in which the “related person” (as defined in Item 404(a) of Regulation S-K) had, or will have, a direct or indirect material interest. The Audit Committee also will consider whether the proposed terms are at least as favorable to the Company as could be obtained from unaffiliated third parties and will confirm that there is a bona fide business purpose for the transaction. There were no related person transactions since January 1, 2024 that require disclosure under Item 404 of Regulation S-K.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following information describes the material elements of 2024 compensation awarded to, earned by, or paid to each of the following executive officers, who are referred to collectively as our “Named Executive Officers”:

Craig Collard, Chief Executive Officer;

Ira Duarte, Executive Vice President, Chief Financial Officer; and

Dr. William Forbes, Executive Vice President, Chief Development Officer

Executive Summary

Our Named Executive Officer compensation program is thoughtfully designed to attract, motivate and retain high-caliber executives who drive our success, to promote teamwork in a straightforward and effective way, and to emphasize the executives’ shared responsibility for our overall success. We structure our Named Executive Officer compensation program to include significant performance metrics that are aligned with our business strategy and shareholder value creation.

Listed below are highlights of our fiscal 2024 Named Executive Officer compensation policies and practices:

Say-On-Pay Vote

At our 2024 Annual Meeting, we held a Say-on-Pay (as defined below) vote on the compensation of our Named Executive Officers for fiscal 2023, which received the support of approximately 83% of the votes cast. This was lower than the Say-on-Pay vote support of approximately 98% of the votes cast at our 2023 Annual Meeting for the compensation of our Named Executive Officers for fiscal 2022. The Compensation Committee and our full Board took the Say-on-Pay vote outcome seriously when determining compensation for our Named Executive Officers in fiscal 2024.

Fiscal 2024 Named Executive Officer Compensation Program

Principles

The objectives of our Named Executive Officer compensation program are to:

In evaluating the competitiveness of our Named Executive Officer compensation program, we compare it against the programs of peers in related industries at a similar stage of development and comparable financial profile. We also evaluate broader size-appropriate comparisons within the biotechnology and pharmaceutical industries. More information about our use of peer group data is provided below. Our compensation philosophy also recognizes the need for flexibility based on experience, scope of position, critical skills, and individual/corporate performance. We consider compensation data from our compensation peer group as one of several factors that informs our judgment of appropriate parameters for compensation levels. We do not strictly benchmark compensation to a specific percentile of our compensation peer group, nor do we apply a formula or assign relative weightings to specific compensation elements. We believe that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our Named Executive Officers because it does not take into account the specific performance of the Named Executive Officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company. In evaluating and determining Named Executive Officer compensation, the Compensation Committee also considers the results of our most recent Say-on-Pay vote and other feedback from our shareholders.

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee assists the Board in its oversight of the performance and compensation of the Named Executive Officers. In making executive compensation decisions, the Compensation Committee seeks the assistance of its independent compensation consultant, Compensia, Inc. (“Compensia”), as well as our CEO and our management team (except with respect to their own compensation). The Compensation Committee reviews the cash and equity compensation of our Named Executive Officers to properly incentivize and reward them for their performance. The role of the Compensation Committee includes:

Effective in fiscal 2025, the Compensation Committee will annually recommend CEO compensation changes to the full Board for approval.

Role of the Compensation Consultant

The Compensation Committee has the authority, in its sole discretion, to engage any compensation consultant to assist in the evaluation of Named Executive Officer compensation, and has the authority to approve the consultant’s fees. Prior to retaining any such consultant, the Compensation Committee conducts an analysis of such consultant’s independence pursuant to the Nasdaq rules. The Compensation Committee may also commission various compensation studies it deems appropriate. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant. At least annually, the Compensation Committee assesses whether the work of any compensation consultant involved in determining or recommending Named Executive Officer compensation has raised any conflict of interest that is required to be disclosed in the Company’s annual report and proxy statement.

In 2024, the Compensation Committee engaged the services of Compensia, a national independent compensation advisory firm that has extensive experience with biotechnology companies and specializes in executive compensation. The directive for Compensia during 2024 was to assist the Compensation Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design and review and analysis of competitive market data with respect to the Company’s peers in the industry. The Compensation Committee has the final authority to engage and terminate services for consultants it may utilize. The decision to engage Compensia was not made or recommended by our management, and Compensia did not provide any services to us outside of its services to the Compensation Committee. The Compensation Committee, after a review of the factors set forth in the rules of the SEC and the listing standards of The Nasdaq Stock Market, determined that the work performed by Compensia did not present any conflicts of interest.

Role of Management

The Compensation Committee consults with our CEO and head of Human Resources when making compensation decisions. Typically, our CEO and head of Human Resources engage with other members of our management team to gather information on corporate and individual performance and their perspective and recommendations on compensation matters. Our CEO makes recommendations to the Compensation Committee regarding compensation matters, including the compensation of our other Named Executive Officers. The Compensation Committee uses these recommendations as one of several factors in making compensation decisions, and those decisions do not necessarily follow the CEO’s recommendations.

Program Design

The following table describes the material elements of fiscal 2024 pay for Named Executive Officers and explains why each element was provided.

Peer Group

The Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. When our Named Executive Officers were hired in 2023, competitive market analysis against a peer group was used as a factor in determining their compensation packages. The Compensation Committee determined to use the same peer group for 2024 compensation decisions given the proximity of the 2024 compensation review to the 2023 Named Executive Officer compensation decisions.

These peer companies were evaluated and selected based on various comparability factors, such as they were in a comparable industry, had comparable revenue or market capitalizations, or competed with the Company for executive talent. While we do not establish compensation levels based solely on comparative data, pay practices at other companies are an important factor that are considered in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace.

The 17 companies in the compensation peer group are listed below:

The peer group includes companies with marketed pharmaceutical products across a wide variety of disease states.

Specific Elements of Fiscal 2024 Compensation

In fiscal 2024, our executive compensation program consisted of the following primary components, all of which are described in more detail below:

Base Salary

In establishing salary levels, we consider market pay levels, the specific responsibilities and experience of each Named Executive Officer, and his or her individual performance. As part of its annual review, the Compensation Committee may adjust base salaries, including for:

The table below sets forth the annualized base salaries for our Named Executive Officers at fiscal year-end 2024 and 2023. The increase relative to Fiscal 2023 Base Salary reflects the annual 3% merit increase applicable to Company employees generally.

Ms. Duarte was designated as principal accounting officer, effective March 29, 2024 and did not receive additional compensation for such role during 2024.

Annual Cash Incentive Bonus

In determining the annual cash incentive bonus payout for executives, the Named Executive Officer’s annual base salary is multiplied by his or her target bonus percentage. For Mr. Collard, Ms. Duarte, and Dr. Forbes, each of whose bonus is weighted based on corporate goal achievement, the resulting amount is then multiplied by the corporate performance percentage approved by the Compensation Committee or the Board, which is based on the achievement of corporate performance goals.

For annual cash incentive bonuses to our Named Executive Officers, a minimum overall goal achievement of greater than or equal to seventy-five percent (75%) is required for any performance-based cash bonus to be earned. The target annual cash incentive bonus can be earned if a goal achievement of one hundred percent (100%) is obtained; for extraordinary performance in corporate goal achievement, up to one hundred fifty percent (150%) of the target annual cash incentive bonus for that goal may be awarded. Accordingly, for each Named Executive Officer in 2024, there was the potential to receive up to one hundred fifty percent (150%) of his or her overall target annual cash incentive bonus payout. Between minimum and target, and target and maximum, overall goal achievement, payout is linearly interpolated (so that overall goal achievement of 115% would correspond to a payout of 115% of target). The Compensation Committee retains sole discretion to modify our target corporate performance goals at any time, including the methodology for calculating the specific bonus amounts. The Compensation Committee may also, in its sole discretion, determine to either increase annual cash incentive bonus payouts for extraordinary achievement or to reduce payouts if economic and business conditions warrant. For the 2024 cash incentive bonuses, the Compensation Committee did not modify any goals or the individual bonus payout.

Our corporate goals are collectively designed to emphasize success with respect to our diverse business efforts and encourage our Named Executive Officers to support each goal as a multi-disciplinary function. For 2024, our corporate goals were a combination of the following:

The Compensation Committee’s analysis of the level of achievement for each goal was subjective and the goals were considered in the aggregate, without a formulaic evaluation. In the aggregate, the Compensation Committee determined that overall, the corporate performance goals had been achieved at a level of one hundred fifteen percent (115%) for all Named Executive Officers. The 115% achievement was determined principally as a result of all goals being met and certain goals being exceeded. Corresponding payouts are noted in the table below. The bonus targets for the Named Executive Officers were not increased from 2023.

Equity-Based Compensation

Under our 2007 Plan, the Board (or a committee thereof, including the Compensation Committee) may grant stock options, shares of stock, restricted stock units, stock appreciation rights and performance awards. In granting these equity awards, the Board (or a committee thereof, including the Compensation Committee) may establish any conditions or restrictions it deems appropriate.

The 2024 equity awards to our Named Executive Officers consist of a mix of time-based stock options, and time-based restricted stock unit awards. The time-based stock options vest over a four-year period, with 1/48th of the covered shares vesting on each monthly anniversary of the grant date, subject to the respective grantee’s continued service through the applicable vesting date. The time-based restricted stock units also vest over four years with 1/16th of the covered shares vesting on each quarterly anniversary of the grant date, subject to the respective grantee’s continued service through the applicable vesting date.

In determining the appropriate target value for these equity awards, the Compensation Committee considered several factors, including the specific responsibilities and experience of each Named Executive Officer, his or her individual performance, Company performance, parity among our Named Executive Officers, and the

recommendations of our CEO (except with respect to his own equity award). The Compensation Committee-approved equity grants were as follows:

Equity awards are discretionary. The Compensation Committee generally grants equity awards to Named Executive Officers during its regularly scheduled meeting early in the fiscal year. However, the timing of this approval may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new-hires. Eligible employees, including our Named Executive Officers, may voluntarily enroll in our Amended and Restated 1997 Employee Stock Purchase Plan ("Employee Stock Purchase Plan") and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under the Employee Stock Purchase Plan are generally the last trading day in April and October. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024. The Compensation Committee does not time the release of material nonpublic information to affect the value of executive compensation.

Employee Benefit Program

Our ESPP provides employees with an opportunity for increased equity ownership in the Company. Other than the health and welfare benefits generally available to all employees, Named Executive Officers do not receive any other special benefits or perquisites.

Our retirement savings plan (“401(k) Plan”) is a tax-qualified retirement savings plan, pursuant to which all employees, including the Named Executive Officers, are able to contribute the lesser of one hundred percent (100%) of their annual compensation (as defined in the 401(k) Plan) or the limit prescribed by the Internal Revenue Service to the 401(k) Plan on a pre-tax basis. In 2024, we matched employee contributions to the 401(k) Plan in an amount equal to fifty percent (50%) of each participant’s contribution during the plan year, up to a maximum amount equal to the lesser of either: (a) three percent (3%) of each participant’s annual compensation; or (b) $9,900.

Our vacation cash-out policy allows all employees, including Named Executive Officers, the opportunity to receive pay in lieu of time off for up to 40 hours per calendar year of accrued unused vacation if their vacation balance is approaching the policy’s accrual cap. In 2025, we ceased this vacation cash-out policy.

Employment and Separation Arrangements

We have entered into employment agreements with each continuing Named Executive Officer, the terms of which provide, among other things, for certain termination and change-in-control payments and benefits. Our Board approved the termination and change-in-control payments and benefits in order to maintain market-competitive compensation practices and to mitigate some of the risk that exists for executives working in a biopharmaceutical company at our current stage of operation, where the possibility exists that a change in control could occur if our business efforts succeed. These arrangements are intended to retain highly skilled executives who have, or who may seek, alternatives that may appear to them to be less risky in terms of the potential loss of their position following a change in control, particularly where the services of these executive officers may not be required following a transaction. We do not provide any of our Named Executive Officers with gross-up protection for “golden parachute” excise taxes in any of these arrangements.

A summary of the terms of each of the arrangements we have with each Named Executive Officer who is currently employed by the Company and the payments and benefits on termination of employment or change in control is provided in the executive compensation tables below under the heading “Employment Arrangements”.

Clawback Policy and Insider Trading Policy

Clawback Policy

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we maintain a clawback policy, which provides that certain incentive compensation paid to any current or former executive officer, including our Named Executive Officers, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the clawback policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after October 2, 2023.

Insider Trading Policy

We have adopted an Insider Trading Policy containing policies and procedures governing the purchase, sale and/or other dispositions of our securities by our directors, officers, and employees. Such policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. Our Insider Trading Policy has been filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024 as required by the rules and regulations of the SEC.

We prohibit insiders, including our Named Executive Officers and directors, from engaging in speculative transactions involving the Company’s securities, including short sales, puts, calls or other publicly traded options on the Company’s common stock. Additionally, insiders are prohibited from engaging in hedging, monetization transactions or similar arrangements involving the Company’s securities, such as zero-cost collars and forward sale contracts.

Regulatory Considerations

Deductibility of Executive Compensation

Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a tax deduction to certain publicly-held corporations for any remuneration in excess of $1 million paid in any taxable year to their chief executive officer, chief financial officer, and certain other current and former highly compensated officers that qualify as covered employees within the meaning of Section 162(m) of the Code. The Compensation Committee has previously considered tax deductibility when structuring our executive compensation arrangements for our current and former executive officers. However, the Compensation Committee may, in its judgment, pay compensation that is not fully tax deductible to the extent it determines that doing so is appropriate to attract and retain executive talent or to meet other business needs. The Compensation Committee intends to continue to compensate our current and former executive officers, including the Named Executive Officers, in a manner consistent with our best interests and the best interests of our shareholders.

Taxation of “Parachute” Payments and Deferred Compensation

We do not provide our Named Executive Officers with a “gross-up” or other reimbursement payment for any tax liability that the Named Executive Officer might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 for our stock-based awards. FASB ASC Topic 718 generally requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance unit awards (including PSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to our Named Executive Officers as required by the applicable SEC rules. FASB ASC Topic 718 also generally requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that the recipient of such compensation is required to render service in exchange for the option or other award. For performance unit awards (including PSUs), stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-set objectives.

Compensation Risk Assessment

The Compensation Committee assesses and considers potential risks when reviewing and approving our compensation programs, policies and practices for our executive officers, including our Named Executive Officers, and our employees. We designed our compensation programs, including our incentive compensation plans, with features to address potential risks while rewarding employees for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Based on its assessment, the Compensation Committee believes that any risks arising from our compensation programs do not create risks that are reasonably likely to have a material adverse effect on us.

Compensation Committee Report

As required by Item 407(e)(5) of Regulation S-K, the Compensation Committee reviewed and discussed with the Company’s management the above section entitled “Compensation Discussion and Analysis” prepared by the Company’s management as required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Sharmila Dissanaike, M.D., FACS, FCCM, Chair

Craig Johnson

Susan Rodriguez

Executive Compensation Tables

The following tables present information concerning the compensation paid to our NEOs.

2024 Summary Compensation Table

Grant of Plan Based Awards in Fiscal 2024

2024 Outstanding Equity Awards at Fiscal Year End

The following tables set forth certain information regarding outstanding equity awards granted to our Named Executive Officers that remained outstanding as of December 31, 2024 (all of which were granted under the 2007 Plan or as inducement awards not granted under but subject to the terms and conditions of the 2007 Plan):