tm212513-1_def14a - none

DEF 14A 1 tm212513-1_def14a.htm DEF 14A tm212513-1_def14a - none - 8.8750408s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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 under §240.14a-12

Y-MABS 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 the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

TABLE OF CONTENTS

[MISSING IMAGE: lg_ymabstherap-4clr.jpg]

Y-MABS THERAPEUTICS, INC.

230 PARK AVENUE, SUITE 3350
NEW YORK, NY 10169
(646) 885-8505

April 28, 2021

Dear Stockholder:

I am pleased to invite you to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Y-mAbs Therapeutics, Inc., (the “Company”), which will be held on Thursday, June 10, 2021 at 10:00 a.m., Eastern Time. Due to the coronavirus pandemic (“COVID-19”), the Annual Meeting will be conducted entirely online through a virtual meeting only format via live audio webcast. You will be able to attend the meeting in a listen-only mode, vote your shares electronically, and submit your questions during the meeting by visiting: https://web.lumiagm.com/257688918 (password:ymabs2021). You will not be able to attend the Annual Meeting in person.

The Notice of Internet Availability of proxy materials provides you with information on how to access the proxy materials and obtain the details of the business to be conducted at the meeting.

At the Annual Meeting, stockholders will consider and vote on the following matters: (1) The election of three (3) Class III directors each to serve for a three (3) year term to expire at the 2024 annual meeting of stockholders; (2) The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; (3) A non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in these proxy materials; (4) A non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers; and (5) The transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on April 16, 2021 will be entitled to notice of, and to vote, at the Annual Meeting or any adjournment or postponement thereof. We encourage all stockholders to attend the Annual Meeting. However, whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy or voting instruction card by Internet or, if you have requested to receive a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card in the enclosed envelope. You may also vote your shares electronically during the virtual meeting.

You will find the proxy card or voting instruction card by accessing the Internet websites mentioned on the Notice of Internet Availability and by following the instructions thereon. We encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible.

Our Annual Report on Form 10-K for the period ended December 31, 2020 is available by Internet or by mail in accordance with the instructions found on the Notice of Internet Availability. We urge you to read it carefully.

Thank you for your ongoing support and continued interest in the Company.

By order of the Board of Directors,

Thomas Gad
Founder, Chairman, President and
Head of Business Development and Strategy

TABLE OF CONTENTS

	QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING					3
	BOARD OF DIRECTORS, NOMINEES AND CORPORATE GOVERNANCE					11
	Election of Directors					11
	Corporate Governance Matters					14
	Information Regarding Committees of the Board of Directors					16
	EXECUTIVE OFFICER AND DIRECTOR COMPENSATION					22
	Executive Officers					22
	Compensation Discussion and Analysis					23
	Summary Compensation Table					28
	Narrative Disclosure to Summary Compensation Table					29
	Grant of Plan-Based Awards in 2020					32
	Outstanding Equity Awards at Year End 2020					33
	2020 Option Exercises and Stock Vested Table					34
	Employment Agreements					34
	Estimated Payments and Benefits Upon Termination or Change of Control					38
	Chief Executive Officer Pay Ratio					39
	Other Benefit Plans					40
	Limitations on Liability and Indemnification					40
	Tax Considerations					41
	Accounting Considerations					41
	Risk Analysis of the Compensation Program					41
	Director Compensation					42
	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS					45
	Equity Compensation Plan Information					45
	COMPENSATION COMMITTEE REPORT					46
	AUDIT COMMITTEE REPORT					47
	PROPOSALS TO BE VOTED UPON AT THE ANNUAL MEETING					48
	Proposal 1: Election of Three (3) Class III Directors					48
	Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm					48
	Proposal 3: Non-binding Advisory Vote on the Compensation of the Company’s Named Executive Officers					50
	Proposal 4: Non-binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers					50
	STOCK OWNERSHIP AND REPORTING					52
	Security Ownership of Certain Beneficial Owners and Management					52
	Delinquent Section 16(a) Reports					54
	STOCKHOLDER PROPOSALS FOR 2022 ANNUAL MEETING					55
	OTHER MATTERS					56
	Notice and Access					56
	Householding of Annual Meeting Materials					56
	ADDITIONAL INFORMATION					57
	Annual Report on Form 10-K					57

TABLE OF CONTENTS

Y-MABS THERAPEUTICS, INC.

230 Park Avenue, Suite 3350
New York, New York 10169

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Y-mAbs Therapeutics, Inc., will be held on Thursday, June 10, 2021 at 10:00 a.m., Eastern Time, virtually at the following website: https://web.lumiagm.com/257688918 (password: ymabs2021), and can be accessed by entering the 11-digit control number included on the proxy card. We recommend that you log in a few minutes before the Annual Meeting begins to ensure you are logged in when the meeting starts. The following items of business will be brought before the Stockholders at the Annual Meeting:

To elect three (3) Class III directors, Thomas Gad, Claus Juan Møller-San Pedro, M.D., PhD., and Johan Wedell-Wedellsborg, each nominated by our Board of Directors to serve for a three (3) year term to expire at the 2024 annual meeting of stockholders, each such nominee to hold office until his successor has been duly elected and qualified or until his earlier death, resignation or removal;

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

To approve a non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in these proxy materials;

To approve a non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers; and

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

The Annual Meeting is being held entirely online due to the public health impact of the coronavirus pandemic (“COVID-19”) and to allow us to continue to proceed with the meeting while mitigating health and safety risks to participants. You will not be able to attend the Annual Meeting in person.

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Our board of directors has fixed the close of business on April 16, 2021 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.

We have elected to take advantage of U.S. Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the annual meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you.

YOUR VOTE IS IMPORTANT. Whether or not you expect to attend our virtual Annual Meeting, please vote as soon as possible. If you received the Notice of Internet Availability, a proxy card was not sent to you and you may vote only via the Internet unless you attend the annual meeting virtually, in which case you will be able to vote via live webcast at https://web.lumiagm.com/257688918 (password: ymabs2021), or request that a proxy card and proxy materials be mailed to you. If you have requested that a proxy card and proxy materials be mailed to you, and you have received those materials, then you may vote via the Internet, by telephone or by mailing a completed proxy card. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Notice of Internet Availability.

TABLE OF CONTENTS

To vote shares, submit questions, or access the virtual meeting, stockholders will need to enter the 11-digit control number appearing on the Notice of Internet Availability, voting instruction form, or paper proxy card. Guests without a control number may also attend the meeting, but will not be permitted to vote or submit questions.

We urge stockholders to vote and submit proxies in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting. Stockholders who have sent in proxies or voted via telephone or internet do not need to take any further action. Any stockholder who has not yet voted on the day of the Annual Meeting may do so by clicking on the voting button on the virtual Annual Meeting website and following the applicable voting instructions. You may revoke your proxy in the manner described in the 2021 Proxy Statement at any time before it has been voted at the Annual Meeting.

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

This notice of annual meeting, the proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC, except for exhibits (the “Annual Report”), are available for viewing, printing and downloading at www.astproxyportal.com/ast/22412.

A copy of our Annual Report will be furnished without charge to any stockholder upon written or oral request to Y-mAbs Therapeutics, Inc., 230 Park Avenue, Suite 3350, New York, New York 10169, Attention: Investor Relations. This proxy statement and our Annual Report on Form 10-K for the fiscal year December 31, 2020 as filed with the SEC, with exhibits, are also available on the SEC’s website at www.sec.gov.

We are making this proxy statement, the related proxy card and our Annual Report available to stockholders for the first time on or about April 28, 2021.

We have fully set forth the proposals in the accompanying proxy statement, which you are urged to read thoroughly. For the reasons set forth in the proxy statement, our Board of Directors recommends a vote FOR: (1) the nominees to the Board listed on the proxy card (Proposal No.1); (2) the ratification of the appointment of the Company’s independent Registered Public Accounting Firm for 2021 (Proposal No. 2); (3) approval, on an advisory basis, of the executive compensation program for the Company’s named executive officers (Proposal No. 3); and (4) approval of the Company conducting an advisory vote on executive compensation annually (Proposal No. 4).

By order of the Board of Directors,

Thomas Gad
Founder, Chairman, President and
Head of Business Development and Strategy
New York, New York
April 28, 2021

TABLE OF CONTENTS

Y-MABS THERAPEUTICS, INC.
230 PARK AVENUE, SUITE 3350
NEW YORK, NY 10169
(646) 885-8505

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2021

We are furnishing this proxy statement in connection with the solicitation by our Board of Directors of proxies to be used at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 10, 2021, at 10:00 a.m. Eastern Time, virtually via live webcast at https://web.lumiagm.com/257688918 (password: ymabs2021), and which can be accessed by entering the 11-digit control number included on the proxy card, and at any meeting following adjournment thereof. We recommend that you log in a few minutes before the Annual Meeting begins to ensure you are logged in when the meeting starts. The Annual Meeting is being held entirely online due to the public health impact of the coronavirus pandemic (“COVID-19”) and to allow us to continue to proceed with the meeting while mitigating the health and safety risks to participants. You will not be able to attend the Annual Meeting in person.

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 Annual Meeting of Stockholders. You may revoke your proxy at any time before it is exercised at the Annual Meeting by giving our Secretary written notice to that effect.

We are providing access to our proxy materials online under the U.S. Securities and Exchange Commission’s (“SEC”) “notice and access” rules. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of this proxy statement and our Annual Report.

The Notice of Internet Availability will be mailed to our stockholders on or about April 28, 2021. The Notice of Internet Availability contains instructions on how to access documents online. Utilizing this method of delivery expedites receipt of proxy materials by our stockholders and lowers the cost of the Annual Meeting. The Notice of Internet Availability also contains instructions on how stockholders can receive a paper copy of our materials, including this proxy statement, our Annual Report, and a form of proxy card or voting instruction card. Those who do not receive the Notice of Internet Availability, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy by mail unless they have previously requested delivery of materials electronically.

The Notice of Annual Meeting of Stockholders, this proxy statement and the accompanying proxy card are first being distributed and made available to stockholders on or about April 28, 2021. In addition, our proxy materials will be posted on both our corporate website https://ir.ymabs.com/financial-information/annual-reports, as well as on the website referenced in the Notice of Internet Availability.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC, except for exhibits (the “Annual Report”), will be furnished without charge to any stockholder upon written request to Y-mAbs Therapeutics, Inc., 230 Park Avenue, Suite 3350, New York, New York 10169, Attention: Investor Relations. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC, with exhibits, are also available on the SEC’s website at www.sec.gov.

TABLE OF CONTENTS

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

The Notice of Annual Meeting, this proxy statement and the Annual Report are
available for viewing, printing and downloading at www.astproxyportal.com/ast/22412.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.

Why is the Annual Meeting being held virtually this year?

The Annual Meeting is being held virtually this year because of the coronavirus pandemic (“COVID-19”) and various restrictions related to large gatherings, along with our desire to protect the health and well-being of our stockholders, directors and employees.

How do I attend the virtual Annual Meeting?

You may attend and participate in the Annual Meeting virtually online at: https://web.lumiagm.com/257688918 (password: ymabs2021). You will not be able to attend the Annual Meeting in person.

To attend and participate in the virtual Annual Meeting, you will need the 11-digit control number included in your proxy card or on the instructions that accompanied your proxy materials. If you lose your 11-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

How do I ask questions at the virtual Annual Meeting?

We will hold a live question and answer session in connection with the annual meeting. Stockholders may submit questions via our virtual stockholder meeting website at https://web.lumiagm.com/257688918 (password: ymabs2021). We intend to answer properly submitted questions that are pertinent to the Company and the meeting matters, as time permits. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

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

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

Notice and Access Rules adopted by the SEC allow companies to choose the method for delivering proxy materials to stockholders. We have elected this year to use the Notice and Access Rules and, therefore, to mail the one-page Notice of Internet Availability regarding the availability of proxy materials on the Internet instead of sending a full set of proxy materials in the mail to our stockholders. This Notice of Internet Availability will be mailed to our stockholders on or about April 28, 2021, and our proxy materials will be posted on both our corporate website at https://ir.ymabs.com/financial-information/annual-reports, the website referenced in the Notice of Internet Availability as well at www.astproxyportal.com/AST/22412 on the same day. Utilizing this method of delivery expedites receipt of proxy materials by our stockholders and lowers the cost of the annual meeting. If you are a stockholder and would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the Notice of Internet Availability for requesting copies.

TABLE OF CONTENTS

Why am I receiving these materials?

Our Board of Directors is providing these proxy materials to you in connection with our Board of Directors’ solicitation of proxies for use at the Company’s Annual Meeting, which will take place on June 10, 2021. Stockholders are invited to attend the Annual Meeting virtually and are requested to vote on the proposals described in this Proxy Statement. You will not be able to attend the Annual Meeting in person.

What proposals will be voted on at the Annual Meeting?

There are four (4) proposals scheduled to be voted on at the Annual Meeting:

•

the election of three (3) Class III directors, Thomas Gad, Claus Juan Møller-San Pedro, M.D., PhD., and Johan Wedell-Wedellsborg each nominated by our Board of Directors to serve for a three (3) year term to expire at the 2024 annual meeting of stockholders, each such nominee to hold office until his successor has been duly elected and qualified or until his earlier death, resignation or removal;

•

the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;

•

approval of a non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in these proxy materials; and

•

approval of a non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

At the time this proxy statement was made available, our management and Board of Directors were not aware of any other matters to be presented at the Annual Meeting other than those set forth in this proxy statement and in the notice accompanying this proxy statement.

How does our Board of Directors recommend that I vote?

Our Board of Directors recommends that you vote:

•

FOR the election of the three (3) directors nominated by our Board of Directors and named in this proxy statement, as Class III directors to serve for a three (3) year term to expire at the 2024 annual meeting of stockholders, each such nominee to hold office until his successor has been duly elected and qualified or until his earlier death, resignation or removal;

•

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;

•

FOR the approval, on a non-binding advisory basis, of the Company’s executive compensation as disclosed in these proxy materials; and

•

FOR the approval of holding future advisory votes on the compensation of the Company’s named executive officers on an annual basis.

When is the record date for the Annual Meeting?

The record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 16, 2021 (the “Record Date”).

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder is entitled to one (1) vote for each share of our common stock held as of the Record Date. As of the Record Date, there were 43,561,521 shares of our common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate votes with respect to the election of directors. The shares you are entitled to vote include shares that are (1) held of record directly in

TABLE OF CONTENTS

your name and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

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 with American Stock Transfer & Trust Company, LLC (“AST”), our transfer agent, then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote virtually at the Annual Meeting.

Beneficial Owners: 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 not held in your name, but rather in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions your broker, bank or other nominee provides. If you do not provide your broker, bank or other nominee with instructions on how to vote your shares, your broker, bank or other nominee may, in its discretion, vote your shares with respect to routine matters, but may not vote your shares with respect to any non-routine matters. For additional information, see “What if I do not specify how my shares are to be voted?” below.

How do I vote and what are the voting deadlines?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can vote in one of the following ways:

You may vote via the Internet. A registered holder through AST (if you choose to use Internet voting through AST) can vote through the Internet by going to www.voteproxy.com. You will be asked to complete an electronic proxy card and to provide the control number from the proxy card you received in the mail. Your vote must be received by 11:59 p.m. Eastern Time on June 9, 2021 to be counted. If you vote via the Internet, you do not need to return a proxy card by mail.

You may vote by telephone. To vote by telephone, dial toll-free 1-800-PROXIES (1-800-776-9437) in the United States and Canada, or 1-718- 921-8500 from countries outside the United States and Canada and follow the recorded instructions. You will be asked to provide the control number from the proxy card. Your vote must be received by 11:59 p.m. Eastern Time on June 9, 2021 to be counted. If you vote by telephone, you do not need to return a proxy card by mail.

You may vote by mail. If you requested printed copies of the proxy materials by mail, you may vote by mail by using the proxy card you received by mail. You will need to complete, date and sign the proxy card and return it promptly by mail in the envelope to be provided so that it is received no later than June 9, 2021. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you return the proxy card, but do not give any instructions on a particular matter to be voted on at the Annual Meeting, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our Board of Directors.

Beneficial Owner: Share Held in “Street Name”. If you are a beneficial owner and hold your shares in “street name”, you will need to contact your bank, broker, or other nominee to determine whether you will be able to vote by telephone or electronically through the Internet.

Voting by telephone or over the Internet or returning your proxy card by mail will not affect your right to attend the virtual Annual Meeting and vote.

Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote.

How do I vote during the virtual Annual Meeting?

You may attend the Annual Meeting and vote your shares at https://web.lumiagm.com/257688918 (password: ymabs2021) during the meeting. Follow the instructions provided to vote.

TABLE OF CONTENTS

If you are a stockholder of record, you will need the 11-digit control number found on your proxy card and the meeting password: ymabs2021 (case sensitive).

If you are a beneficial owner and hold your shares in “street name,” you must first obtain a valid legal proxy from your bank, broker, or other nominee and then register in advance to attend the Annual Meeting. Follow the instructions from your bank, broker, or other nominee included with these proxy materials, or contact your bank, broker, or other nominee to request a legal proxy form. After obtaining a valid legal proxy from your bank, broker, or other nominee, to then register to attend the Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to AST. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company LLC
Attn: Proxy Tabulation Department
6201 15th Avenue
Brooklyn, NY 11219

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on Tuesday, June 2, 2021.

Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may revoke your proxy or change your proxy instructions at any time before your proxy is voted at the Annual Meeting by:

•

entering a new vote by Internet or telephone;

•

signing and returning a new proxy card with a later date;

•

delivering a written revocation to our Secretary at Y-mAbs Therapeutics, Inc., 230 Park Avenue, Suite 3350, New York, New York 10169, by 11:59 p.m. Eastern Time on June 9, 2021; or

•

voting electronically at the virtual Annual Meeting (your attendance at the Annual Meeting will not, in and of itself, revoke your prior proxy).

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. The persons named in the proxy have been designated as proxy holders by our Board of Directors. When a proxy is properly dated, executed and returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board of Directors, then your shares will be voted at the Annual Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the Annual Meeting. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

TABLE OF CONTENTS

What if I do not specify how my shares are to be voted?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:

•

FOR the election of the three (3) directors nominated by our Board of Directors and named in this proxy statement as Class III directors each to serve for a three (3) year term to expire at the 2024 annual meeting of stockholders, each such nominee to hold office until his successor has been duly elected and qualified or until his earlier death, resignation or removal (Proposal No. 1);

•

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021 (Proposal No. 2);

•

FOR the approval of, on a non-binding advisory basis, the Company’s executive compensation as disclosed in these proxy materials (Proposal No. 3);

•

FOR the approval of holding future advisory votes on the compensation of the Company’s named executive officers on an annual basis (Proposal No. 4); and

•

In the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner and you do not provide your broker, bank or other nominee that holds your shares with voting instructions, then your broker, bank or other nominee will determine if it has discretion to vote on each matter. Brokers do not have discretion to vote on non-routine matters. Proposal No. 1 (election of directors), Proposal No. 3 (Say-on-Pay) and Proposal No. 4 (Say-on-Pay Frequency) are non-routine matters, while Proposal No. 2 (ratification of appointment of independent registered public accounting firm) is a routine matter. As a result, if you do not provide voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee may not vote your shares with respect to Proposals No. 1, 3 or 4 which would result in a “broker non-vote,” but such broker, bank or other nominee may, in its discretion, vote your shares with respect to Proposal No. 2. For additional information regarding broker non-votes, see “What are the effects of abstentions and broker non-votes?” below.

What are the effects of abstentions and broker non-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (e.g., Proposals No. 2, 3 and 4). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposal as long as a quorum exists.

A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes cast. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.

What is a quorum?

A quorum is the minimum number of shares required to be present virtually at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. A majority of the shares of common stock outstanding and entitled to vote, virtually or by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. As noted above, as of the Record Date, there were a

TABLE OF CONTENTS

total of 43,561,521 shares of common stock outstanding, which means that 21,780,761 shares of common stock must be represented virtually or by proxy at the Annual Meeting to have a quorum. If there is no quorum, a majority of the shares virtually present at the Annual Meeting may adjourn the meeting to a later date.

How many votes are needed for approval of each proposal?

•

Proposal No. 1: The election of Class III directors requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. This means that the three (3) nominees that receive the most FOR votes will be elected. You may (i) vote FOR all nominees, (ii) WITHHOLD your vote as to all nominees, or (iii) vote FOR all nominees except for those specific nominees from whom you WITHHOLD your vote. Any shares not voted FOR a particular nominee (whether as a result of voting withheld or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. If you WITHHOLD your vote as to all nominees, you will be deemed to have abstained from voting on Proposal No. 1, and such abstention will have no effect on the outcome of such proposal.

•

Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP requires an affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal No. 2, the abstention will have the same effect as a vote AGAINST such proposal.

•

Proposal No. 3: The approval, on a non-binding, advisory basis, of the Company’s executive compensation as disclosed in these proxy materials requires an affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal No. 3, the abstention will have the same effect as a vote AGAINST such proposal. This vote is advisory and not binding on the Company, the Board or the Compensation Committee of the Board (the “Compensation Committee”) in any way. To the extent there is any significant vote against the executive compensation as disclosed in this Proxy Statement, the Board and the Compensation Committee will evaluate what actions, if any, may be appropriate to address stockholder concerns.

•

Proposal No.4: The affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon is required to recommend, on a non-binding advisory basis, the frequency with which the Company should conduct future advisory votes on the compensation of the Company’s named executive officers. You may vote FOR 1 YEAR, FOR 2 YEARS or FOR 3 YEARS, or ABSTAIN. If you ABSTAIN from voting on Proposal No. 4, the abstention will have the same effect as a vote AGAINST such proposal. This vote is advisory and not binding on the Company, our Board of Directors or the Compensation Committee in any way. However, we will take into account the outcome of this year’s vote when determining how frequently the Company will conduct future advisory votes on executive compensation and will disclose our frequency decision as required by the SEC.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our Board of Directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We have engaged D.F. King, at an anticipated cost of approximately $10,500, for proxy solicitation services related to the Annual Meeting.

TABLE OF CONTENTS

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

What if multiple stockholders share the same address?

To reduce expense we have adopted an SEC-approved procedure called “householding.” Under this procedure, we are delivering a single copy of the Notice of Internet Availability and, if applicable, the proxy materials to certain stockholders who share a single address, unless otherwise requested by one of the stockholders. A separate proxy card is included in the voting materials for each of these stockholders. To receive a separate copy of the Notice of Internet Availability and, if applicable, the proxy materials you may contact us as follows: Y-mAbs Therapeutics, Inc., Attention: Secretary, 230 Park Avenue, Suite 3350, New York, New York 10169, Telephone No. (646) 885-8505. You may also contact us by calling or writing if you would like to receive separate materials for future annual meetings.

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

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

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four (4) business days after the Annual Meeting. If final voting results are not available to us at that time, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four (4) business days after the final results are known to us, file an amendment to the Current Report on Form 8-K to publish the final results.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals to be Included in Proxy Statement

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. Stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2022 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 29, 2021. Stockholder proposals should be addressed to: Y-mAbs Therapeutics, Inc., Attention: Secretary, 230 Park Avenue, Suite 3350, New York, New York 10169.

Stockholder Proposals Not Included in Proxy Statement

Our amended and restated bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws also provide that the only business that may be conducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before the annual meeting by or at the direction of our Board of Directors, or (iii) properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our amended and restated bylaws.

TABLE OF CONTENTS

Under our amended and restated bylaws, to be timely for our 2022 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:

•

not earlier than February 9, 2022; and

•

not later than March 11, 2022.

In the event that we hold our 2022 annual meeting of stockholders more than 30 days before or more than 60 days after the first anniversary of the date of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two (2) dates:

•

the 90th day prior to such annual meeting; or

•

the 10th day following the day on which public announcement of the date of such annual meeting is first made.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board of Directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance — Stockholder Recommendations for Nominations to the Board of Directors.”

In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time period described above under “Stockholder Proposals Not Included in Proxy Statement” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our amended and restated bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our Secretary at our principal executive office for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

TABLE OF CONTENTS

BOARD OF DIRECTORS, NOMINEES AND CORPORATE GOVERNANCE

Election of Directors

Our business affairs are managed under the direction of our Board of Directors, which is divided into three (3) classes with staggered three (3) year terms. There are currently two (2) Class I directors (Dr. Gérard Ber and David N. Gill), whose terms expire at the 2022 annual meeting of stockholders; three (3) Class II directors (James I. Healy, M.D., Ashutosh Tyagi, M.D. and Laura J. Hamill), whose terms expire at the 2023 annual meeting of stockholders; and three (3) Class III directors (Thomas Gad, Claus Juan Møller-San Pedro, M.D., PhD., and Johan Wedell-Wedellsborg), whose terms expire at the Annual Meeting (in all cases subject to the election and qualification of their successors or to their earlier death, resignation or removal).

Johan Wedell-Wedellsborg, who stands for re-election as a Class III director at the Annual Meeting will continue to serve as member of our Board of Directors and as a member of our Audit Committee until the Annual Meeting. If elected at the Annual Meeting, he will continue to serve in those positions until his term expires at the 2024 annual meeting of stockholders, subject to the election and qualification of his successors or to his earlier death, resignation or removal. Mr. Gad and Dr. Møller-San Pedro each of whom stands for re-election as Class III directors at the Annual Meeting, will continue to serve as members of our Board of Directors until the Annual Meeting. If elected at the Annual Meeting, they will both continue to serve in those positions until their term expires at the 2024 annual meeting of stockholders, subject to the election and qualification of their successors or to their earlier death, resignation or removal.

Following the Annual Meeting, assuming the election of Mr. Gad, Dr. Møller-San Pedro and Mr. Wedell-Wedellsborg, six (6) of our eight (8) directors, Dr. Ber, Mr. Gill, Dr. Healy, Dr. Tyagi, Mr. Wedell-Wedellsborg and Ms. Hamill, have been determined by our Board of Directors to be independent within the meaning of the independent director requirements of Nasdaq Listing Rules and SEC Rules.

Set forth below are the names, ages and positions of the members of our Board of Directors and nominees, and the committees of the Board on which they will serve following the Annual Meeting, including the three (3) nominees for election as Class III directors, Mr. Gad, Dr. Møller-San Pedro and Mr. Wedell-Wedellsborg. The information presented includes each director’s and nominee’s principal occupation and business experience for the past five (5) years, and the names of other public companies of which he/she has served as a director during the past five (5) years. The information presented below regarding the specific experience, qualifications, attributes and skills of each director and nominee led our Nominating and Corporate Governance Committee and our Board of Directors to conclude that each such individual should serve as a director. In addition, we believe that all of our directors and nominees possess the attributes or characteristics described in “Corporate Governance Matters — Director Nomination Process” that the Nominating and Corporate Governance Committee expects of each director.

Name	Age	Position
Class I Directors
Gérard Ber, Ph.D.(2)(3)	63	Director
David N. Gill(1)(2)(3)	66	Director
Class II Directors
James I. Healy, M.D.(1)(2)	56	Director
Ashutosh Tyagi, M.D.(3)	44	Director
Laura J. Hamill	56	Director
Class III Directors and Nominees
Thomas Gad	51	Founder, Chairman, President, Head of Business Development and Strategy and Director and Director Nominee
Claus Juan Møller San Pedro, M.D., Ph.D.	59	Chief Executive Officer, Director and Director Nominee
Johan Wedell-Wedellsborg(1)	51	Director and Director Nominee

(1)

Member of our Audit Committee.

(2)

Member of our Compensation Committee

TABLE OF CONTENTS

(3)

Member of our Nominating and Corporate Governance Committee

Class I Directors

Dr. Gérard Ber, Director

Dr. Ber has been a member of our Board of Directors since December 2018. Dr. Ber has more than 30 years of experience in Molecular Nuclear Medicine (“MNM”) including development, production and commercialization of diagnostics and therapeutic products for several indications in oncology, cardiology, neurology and infectious/inflammatory diseases. In 2002, Dr. Ber co-founded Advanced Accelerator Applications S.A., and was its Chief Operating Officer from 2002 to 2018, when it was sold to Novartis AG. Dr. Ber grew Advanced Accelerator Applications S.A. from a start-up to a global leader in MNM and was member of its board of directors from 2002 to 2015, when Advanced Accelerator Applications S.A. listed on The Nasdaq Global Select Market. Dr. Ber currently serves on the board of Lantheus Holdings, Inc. (Nasdaq: LNTH) which is the parent company of Lantheus Medical Imaging, Inc., a company focused on diagnostic imaging. From 2019 until June 2020, Dr. Ber served on the board of Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX). He received his Ph.D. degree in Pharmacy from the Scientific and Medical University of Grenoble. Dr. Ber currently serves as a member of our Compensation Committee and our Nominating and Corporate Governance Committee.

David N. Gill, Director

Mr. Gill has been a member of our Board of Directors since December 2017. Mr. Gill currently serves as Chief Financial Officer of Perspectum Ltd., a UK based diagnostic tools company. Mr. Gill served as the President and Chief Financial Officer of EndoChoice, Inc., a medical device company focused on gastrointestinal disease, from April 2016 through the sale of the company in November 2016 and as Chief Financial Officer from August 2014 to November 2016. Previously, he served as the Chief Financial Officer of INC Research (now known as Syneos Health), a clinical research organization, from February 2011 to August 2013 after having served as a board member and its audit committee chairman from 2007 to 2010. Mr. Gill also currently serves on the boards of Evolus, Inc. (Nasdaq: EOLS), and Strongbridge Biopharma plc. (Nasdaq: SBBP). He previously served on the board of Histogenics, Inc. (now Ocugen, Inc.), Melinta Therapeutics, Inc., and Strata Skin Sciences, Inc. (Nasdaq: SSKN). Earlier in his career, Mr. Gill served in a variety of senior executive leadership roles for several publicly-traded companies, including NxStage Medical, CTI Molecular Imaging, Inc., Interland Inc. and Novoste Corporation. Mr. Gill holds a B.S. degree, cum laude, in accounting from Wake Forest University and an M.B.A. degree, with honors, from Emory University, and was formerly a certified public accountant. Mr. Gill currently serves as Chair of our Audit Committee, as a member of our Compensation Committee and our Nominating and Corporate Governance Committee.

Class II Directors

James I. Healy, M.D., Ph.D., Director

Dr. Healy has served as a member of our Board of Directors since November 2017. Dr. Healy has been a general partner at Sofinnova Investments, Inc. (formerly Sofinnova Ventures, Inc.), a biotech investment firm, since June 2000. Prior to June 2000, Dr. Healy held various positions at Sanderling Ventures, Bayer Healthcare Pharmaceuticals (as successor to Miles Laboratories) and ISTA Pharmaceuticals, Inc. Dr. Healy is currently on the board of directors of Ascendis Pharma A/S (Nasdaq: ASND), Bolt Therapeutics, Inc. (Nasdaq: BOLT), Coherus BioSciences, Inc. (Nasdaq: CHRS), NuCana plc (Nasdaq: NCNA), Karuna Therapeutics, Inc. (Nasdaq: KRTX), Natera, Inc. (Nasdaq: NTRA), ObsEva SA (Nasdaq: OBSV) and two private companies. Previously, he served as a board member of Amarin Corporation, Auris Medical Holding AG, Edge Therapeutics, Inc., Hyperion Therapeutics, Inc., InterMune, Inc., Iterum Therapeutics plc, Anthera Pharmaceuticals, Inc., Durata Therapeutics, Inc., CoTherix, Inc., Movetis NV and several private companies. In 2011, Dr. Healy won the IBF Risk Innovator Award and was named as one of the industry’s top leading Life Science investors in 2013 by Forbes Magazine. In 2021 Dr. Healy was selected as the winner of the National Venture Capital Association (NVCA) Excellence in Healthcare Innovation Award for his commitment to the advancement of healthcare innovation through his investment in groundbreaking

TABLE OF CONTENTS

biotechnology companies that are working on treatments and cures for the most deadly and costly diseases. Dr. Healy holds an M.D. and a Ph.D. in Immunology from Stanford University School of Medicine and holds a B.A. in Molecular Biology and a B.A. in Scandinavian Studies from the University of California, Berkeley. He was previously a Director on the board of the NVCA and the board of the Biotechnology Innovation Organization (BIO). Dr. Healy currently serves as Chair of our Compensation Committee and as a member of our Audit Committee.

Ashutosh Tyagi, M.D., Director

Dr. Tyagi has been a member of our Board of Directors since November 2017, representing until the end of 2018 Scopia Capital Management LP, or Scopia Capital, an institutional alternative asset management firm. Dr. Tyagi was with Scopia Capital from 2010 to 2018 (as a partner from 2012 to 2018). At Scopia Capital, Dr. Tyagi managed global health care investments and was a Co-Portfolio Manager of Scopia Capital’s health care funds. Prior to joining Scopia, he worked at Lombard Odier, Morgan Stanley, and Citigroup. Dr. Tyagi received a B.A. in Asian Studies from the University of Michigan, an MBA from the University of Michigan Business School and an M.D. from the University of Michigan School of Medicine. Dr. Tyagi currently serves as Chair of our Nominating and Corporate Governance Committee.

Laura Jean Hamill, Director

Ms. Hamill has been a member of our Board of Directors since June 2020. Ms. Hamill has extensive experience in the biopharmaceutical industry, with over 30 years of global commercial experience in a variety of executive leadership positions. Most recently Ms. Hamill served as Executive Vice President, Worldwide Commercial Operations, for Gilead Sciences, Inc., where she was accountable for 2,200 employees and $22 billion in annual revenue and led the global commercial strategic direction and long-term planning. As a member of the executive team she contributed to the corporate strategy and overall governance of the organization. Ms. Hamill also held a number of U.S. and international executive roles at Amgen, over an 18-year career with her last role being Senior Vice President US Commercial Operations, managing 2,000 employees across all Amgen’s therapeutic areas with annual revenue of $20 billion. Ms. Hamill’s areas of therapeutic expertise include inflammation, oncology, gene therapy, nephrology, osteoporosis, cardiovascular disease, migraine, HIV, hepatology, GI and anti-infectives. Since September 2019, Ms. Hamill has served on the board of directors of AnaptysBio, Inc., (Nasdaq: ANAB) a publicly traded clinical-stage antibody-based biotechnology company. Since September 2020 Ms. Hamill has served on the board of directors of Acceleron Pharma, Inc. (Nasdaq: XLRN), a publicly traded clinical stage biopharmaceutical company. Ms. Hamill holds a B.A. in business administration from the University of Arizona.

Class III Directors and Director Nominees

Thomas Gad, Founder, Chairman, President and Head of Business Development and Strategy, Director and Director Nominee

Mr. Gad founded our Company in April 2015 and has served as our Chairman, President and Head of Business Development and Strategy and as a member of our Board of Directors since our inception. Mr. Gad founded our Company inspired by his daughter, who went through six years of various cancer treatments before receiving breakthrough cancer immunotherapy at Memorial Sloan Kettering Cancer Center (“MSK”) and overcoming high-risk neuroblastoma. He was also responsible for securing executive management and seed capital for our Company. Mr. Gad has more than 12 years of industry experience in the pharmaceutical industry, including business development, senior management, financing and licensing negotiations and manufacturing site qualification. He was the co-founder of Singad Pharma, a Danish specialty pharmaceutical and distribution company, from 2003 to 2013. Prior to that, Mr. Gad worked with Aspen Capital Partners/FFC A/S in investment banking from 1998 to 2003 and has extensive experience in raising capital for publicly listed companies. Mr. Gad has a B.S. in Business Administration from Pepperdine University.

Claus Juan Møller-San Pedro, M.D., Ph.D., Chief Executive Officer, Director and Director Nominee

Dr. Møller has served as our Chief Executive Officer and has served as a member of our Board of Directors since June 2015. Dr. Møller was the founder of Azanta A/S, or Azanta, a Danish specialty

TABLE OF CONTENTS

biopharmaceutical company and its Chief Executive Officer from 2009 to 2015. In addition, in 1999, Dr. Møller co-founded Genmab A/S (“Genmab”), one of the largest European biopharmaceutical companies, where he served as Executive Vice President and Chief Operating Officer until 2008. Dr. Møller has also held previous executive management positions at various biopharmaceutical companies, including Executive Vice President, Chief Medical and Chief Operating Officer of OXiGENE, Inc., and Medical Director of Synthélabo Scandinavia. Dr. Møller received his M.D. and Ph.D. degrees from the University of Copenhagen.

Johan Wedell-Wedellsborg, Director and Director Nominee

Mr. Wedell-Wedellsborg has been a member of our Board of Directors since September 2015. Mr. Wedell-Wedellsborg has been the owner and Chairman of the board of Weco A/S (“Weco”) since May 2001. Weco is involved in shipping, investments in biotechnology companies, real estate investments and the financial services industry. Mr. Wedell-Wedellsborg is the majority owner of WG Biotech ApS, one of our principal stockholders. Mr. Wedell-Wedellsborg currently serves as a member of our Audit Committee and, if elected as a Class III director at the Annual Meeting, he will continue to serve in that capacity.

Corporate Governance Matters

General

Our Board of Directors has the responsibility for establishing broad corporate policies and for overseeing our overall performance. Members of our Board of Directors are kept informed of our business activities through discussions with the Chief Executive Officer, President, Chief Financial Officer and other officers, by reviewing analyses and reports sent to them, and by participating in Board of Directors and committee meetings. Mr. Gad serves as Chairman of our Board of Directors and Dr. Møller as our Chief Executive Officer, and we have not designated a lead independent director. We believe that having the offices of Chairman of our Board of Directors and Chief Executive Officer held by two (2) different people is appropriate for a company of our size and stage of development in order to maximize efficiencies of our limited available personnel resources. In accordance with our amended and restated bylaws, our Board of Directors is divided into three (3) classes with staggered three-year terms. Our Board of Directors presently has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. As noted above, Mr. Gill is Chair of our Audit Committee, Dr. Healy is Chair of our Compensation Committee and Dr. Tyagi is Chair of our Nominating and Corporate Governance Committee.

Our Board of Directors believes that sound governance practices and policies provide an important framework to assist them in fulfilling their duty to stockholders. Our Board of Directors has implemented separate committees for the areas of audit, compensation and nomination of directors, annual review of the independence of our Audit and Compensation Committee members, maintenance of a majority of independent directors, and written expectations of management and directors, among other best practices.

Board Determination of Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one (1) year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Exchange Act. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Rule 5605(a)(2) of the Nasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of the 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, 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 order to be considered independent for purposes of Rule 10C-1, a company’s board of directors must consider, for each member of a compensation committee

TABLE OF CONTENTS

of a listed company, 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, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

In April 2021, our Board of Directors undertook a review of the composition of our Board of Directors and its committees and the independence of each director including the three director nominees. Based upon information requested from and provided by each director including the three director nominees concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that following the Annual Meeting, each of our directors, other than Mr. Gad (if elected) and Dr. Møller (if elected), is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. Mr. Gad is not an independent director under Rule 5605(a)(2) because he is our President and Dr. Møller is not an independent director under Rule 5605(a)(2) because he is our Chief Executive Officer. Our Board of Directors also determined that each of Mr. Gill, Dr. Healy and Mr. Wedell-Wedellsborg (if elected), all of whom will continue to comprise our Audit Committee following the Annual Meeting, satisfies the independence standards for the Audit Committee established by the SEC and the Nasdaq Listing Rules, including the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Our Board of Directors further determined that, each of Dr. Ber, Mr. Gill and Dr. Healy, members of our Compensation Committee, are independent within the meaning of Rule 10C-1 under the Exchange Act. Finally, our Board of Directors determined that each of Dr. Ber, Mr. Gill and Dr. Tyagi, members of our Nominating and Corporate Governance Committee, meets the independence requirements of the Nasdaq Listing Rules with regard to the independence of the members of nominating and corporate governance committees. In making such determinations, our Board of Directors considered the relationships that each such non-employee director and nominee has with the Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director and nominee.

Board of Director Meetings and Attendance

Our Board of Directors held four (4) meetings and acted by written consent four (4) times, during the year ended December 31, 2020 (“fiscal 2020”). During fiscal 2020, each of the directors then in office attended at least 75% of the aggregate of the number of Board of Director meetings and the number of meetings held by all committees of the Board of Directors on which such director then served. Members of our Board of Directors are invited to attend each annual meeting of stockholders.

Communicating with the Independent Directors

Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The Chairman of our Board of Directors (if an independent director), or the lead independent director (if one is appointed), or otherwise the Chair of the Nominating and Corporate Governance Committee, subject to advice and assistance from our Chief Financial Officer, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he or she considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the Chairman of our Board of Directors, Chair of our Audit Committee, Chair of our Compensation Committee or Chair of our Nominating and Corporate Governance Committee, as applicable, considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our Board of Directors should address such communications to Y-mAbs Therapeutics, Inc., Attention: Secretary, 230 Park Avenue, Suite 3350, New York, New York 10169.

TABLE OF CONTENTS

Information Regarding Committees of the Board of Directors

We have established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these committees operates under a charter that has been approved by our Board of Directors. A copy of each committee’s charter can be found under the “Investor Relations — Corporate Governance — Governance Overview” section of our website, which is located at www.ymabs.com.

The following table provides membership and meeting information for fiscal 2020 for each of the committees of the Board of Directors:

Name

Audit

Compensation

Nominating and
Corporate
Governance

Dr. Gérard Ber

David N. Gill

X(1)

Dr. James I. Healy

X(1)

Dr. Ashutosh Tyagi

X(1)

Johan Wedell-Wedellsborg

Total meetings in fiscal 2020

(1)

Committee Chair for fiscal 2020.

Below is a description of each committee of the Board of Directors.

Audit Committee

Our Audit Committee’s responsibilities include:

•

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

•

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

•

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

•

overseeing our risk assessment and risk management policies;

•

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

•

meeting independently with our internal auditing 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.

The current members of our Audit Committee are Mr. Gill, Dr. Healy and Mr. Wedell-Wedellsborg. Mr. Gill is Chair of our Audit Committee. Our Board of Directors has determined that Mr. Gill qualifies as an “Audit Committee financial expert” within the meaning of applicable SEC rules. Our Audit Committee held four (4) meetings during fiscal 2020.

Compensation Committee

Our Compensation Committee’s responsibilities include:

•

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

TABLE OF CONTENTS

•

overseeing the evaluation of our senior executives;

•

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 if and to the extent such disclosure is then required by SEC rules; and

•

preparing the Compensation Committee report if and to the extent then required by SEC rules.

The processes and procedures followed by our Compensation Committee in considering and determining executive and director compensation are described below under the heading “Narrative Disclosure to Summary Compensation Table”.

The current members of our Compensation Committee are Dr. Ber, Mr. Gill and Dr. Healy. Dr. Healy is Chair of our Compensation Committee. Our Compensation Committee held one (1) meeting and acted by written consent four (4) times during fiscal 2020.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee’s responsibilities include:

•

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

•

reviewing and making recommendations to our Board of Directors with respect to our board leadership structure and board committee structure;

•

reviewing and making recommendations to our Board of Directors with respect to management succession planning;

•

developing and recommending to our board corporate governance principles; and

•

overseeing an annual evaluation of our board.

The current members of our Nominating and Corporate Governance Committee are Dr. Ber, Mr. Gill and Dr. Tyagi. Dr. Tyagi is the current Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held two (2) meetings during fiscal 2020.

Director Nomination Process

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to members of our Board of Directors 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 Nominating and Corporate Governance Committee and our Board of Directors.

Criteria and Diversity

In considering whether to recommend to our Board of Directors any particular candidate for inclusion in our Board of Directors’ slate of recommended director nominees, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee of our Board of Directors applies the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, the ability to act in the interests of all stockholders and lack of conflicts of interest.

The biographies for the director nominees set forth in this proxy statement under the heading “Board of Directors and Corporate Governance — Election of Directors,” indicate each nominee’s experience, qualifications, attributes and skills that led our Nominating and Corporate Governance Committee and our Board of Directors to conclude that she or he should be elected to serve as a director. Our Nominating

TABLE OF CONTENTS

and Corporate Governance Committee and our Board of Directors believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our Board of Directors as a whole.

Our Nominating and Corporate Governance Committee does not have a policy (formal or informal) with respect to diversity, 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 members of our Board of Directors. The Nominating and Corporate Governance Committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

Stockholder Nominations

Stockholders may recommend individuals to our Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, to Y-mAbs Therapeutics, Inc., Attention: Secretary, 230 Park Avenue, Suite 3350, New York, New York 10169. Assuming that appropriate biographical and background material has been provided on or before the dates set forth in this proxy statement under the heading “Stockholder Proposals for our 2022 Annual Meeting”, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If our Board of Directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting.

Stockholders also have the right under our amended and restated by-laws to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or our Board of Directors, by following the procedures set forth in this proxy statement under the heading “Stockholder Proposals for our 2022 Annual Meeting.”

Oversight of Risk

Our Board of Directors oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-day basis. The role of our Board of Directors and its committees is to oversee the risk management activities of management. Our Board of Directors fulfills this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our Board of Directors oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks. Our Audit Committee oversees risk management activities related to financial controls and legal and compliance risks. Our Compensation Committee oversees risk management activities relating to our compensation policies and practices. Our Nominating and Corporate Governance Committee oversees risk management activities relating to the composition of our Board of Directors and management succession planning. Each committee reports to the full Board of Directors on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full Board of Directors discuss particular risks.

Compensation Committee Interlocks and Insider Participation

During fiscal 2020, the members of our Compensation Committee were Dr. Healy (chair), Dr. Ber and Mr. Gill. No director serving on the Compensation Committee during any part of fiscal 2020 was, at any time either during or before such fiscal year, an officer or employee of the Company or any of its subsidiaries. None of our executive officers serves, or in the past has served, as a member of the board of directors or Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board of Directors or our Compensation Committee.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

TABLE OF CONTENTS

There are no arrangements or understandings between any two (2) or more of our directors or executive officers or between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current Board of Directors. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales, prepaid variable forward contracts, equity swaps, collars and exchange funds) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits our employees, officers and directors, or any of their designees, from purchasing any such financial instruments, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of any of our securities. Our insider trading policy also provides that such individuals should not engage in the trading of options to purchase or sell our securities or in derivative transactions of our stock and expressly prohibits purchases of any derivative securities that provide the economic equivalent of ownership.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a written Code of 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. Our Code of Conduct has been distributed to all directors, officers, and employees. A copy of our Code of Conduct can be found under the “Investors — Corporate Governance — Governance Overview” section of our website at www.ymabs.com. We intend to disclose future amendments to certain provisions of our Code of Conduct, or waivers of such provisions, applicable to our directors and executive officers, at the same location on our website identified above. The inclusion of our website address in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Policies and Procedures for Related Person Transactions

Our Board of Directors has adopted a written related person transaction policy to set forth policies and procedures for the review of any transaction, arrangement or relationship in which our company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” has a direct or indirect material interest (a “related party transaction”). Additionally, for the purposes of such related person transaction policy, our Board of Directors has determined that MSK shall be regarded as a related person irrespective of MSK’s beneficial ownership level.

Any proposed related party transaction must be reported to our chief financial officer. The policy calls for the proposed related person transaction to be reviewed and approved by our Audit Committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review and, in its discretion, may ratify the related person transaction. The policy also permits the Chair of our Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under this policy will be considered approved or ratified if it is authorized by our Audit Committee in accordance with the standards set forth in the policy after full disclosure of the related person’s interests in the transaction. As appropriate for the circumstances, the policy provides that our Audit Committee will review and consider:

TABLE OF CONTENTS

•

the related person’s interest in the related person transaction;

•

the approximate dollar value of the amount involved in the related person transaction;

•

the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•

whether the transaction was undertaken in the ordinary course of our business;

•

whether the terms of the transaction are no less favorable to us than the terms that could have been reached with an unrelated third party;

•

the purpose of, and the potential benefits to us of, the transaction; and

•

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Our Audit Committee may approve or ratify the related person transaction only if our Audit Committee determines that, under all of the circumstances, the transaction is in our best interests. Our Audit Committee may impose any conditions on the related person transaction as it deems appropriate. The policy also provides that transactions involving compensation of executive officers will be reviewed and approved by our Compensation Committee in the manner specified in its charter.

Related Person Transactions

In addition to the compensation arrangements with directors and executive officers described elsewhere in this proxy statement, since January 1, 2020, we have engaged in, or currently propose to engage in, the following transactions in which the amount involved exceeds $120,000 and any of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, or any person who was in any of those categories at the time of such transaction, had or has a direct or indirect material interest. We believe that all of these transactions were on terms comparable to terms that could have been obtained from unrelated third parties.

SADA Technology

On April 15, 2020, we entered into a license agreement, or the SADA License Agreement, with MSK and Massachusetts Institute of Technology, or MIT, that grants us an exclusive, worldwide, sublicensable license to certain patent and intellectual property rights developed by MSK and MIT to develop, make, and commercialize licensed products and to perform services for all therapeutic and diagnostic uses in the field of cancer diagnostics and cancer treatments using SADA-BiDE (2-step Self-Assembly and DisAssembly-Bispecific DOTA-Engaging antibody system) Pre-targeted Radioimmunotherapy Platform, or the SADA Technology, a concept we also refer to as Liquid RadiationTM. The patents and patent applications covered by the SADA License Agreement are directed, in part, to the SADA Technology, as well as a number of SADA constructs developed by MSK. Upon entering into the SADA License Agreement in April 2020 and in exchange for the licenses, we paid MSK and MIT a cash upfront payment and issued an aggregate of 42,900 shares of our common stock to them. The SADA License Agreement requires us to pay to MSK and MIT mid to high single-digit royalties based on annual net sales of licensed products or the performance of licensed services by us and our affiliates and sublicensees. We are obligated to pay annual minimum royalties of $40,000, increasing to $60,000 once a patent has been issued, over the royalty term, commencing on the tenth anniversary of the license agreement. These amounts are non-refundable but are creditable against royalty payments otherwise due under the SADA License Agreement. Under the SADA License Agreement, we also committed to funding scientific research at MSK for up to $1,500,000 over the next three years. Accordingly, in October 2020, we entered into a SADA sponsored research agreement with MSK pursuant to which we agreed to fund $1,500,000 in scientific research at MSK over the next three years to related to the intellectual property licensed under the SADA License Agreement.

Public Offering

In February 2021, we completed our follow-on public offering under which we issued and sold an aggregate of 2,804,878 shares of our common stock at a price per share of $41.00, for an aggregate purchase price of approximately $115 million.

TABLE OF CONTENTS

Certain of our greater-than-five percent holders, purchased an aggregate of approximately $15.6 million in shares of our common stock in our follow-on public offering in February 2021 at the public offering price. The underwriting discount for the shares sold to such stockholders in the follow-on public offering was the same as the underwriting discount for the shares sold to the public.

TABLE OF CONTENTS

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Executive Officers

Certain information regarding our executive officers is set forth below.

Name	Age	Position
Thomas Gad	51	Founder, Chairman of the Board of Directors, President and Head of Business Development and Strategy
Claus Juan Møller San Pedro, M.D., Ph.D.	59	Chief Executive Officer and Director
Bo Kruse	49	Executive Vice President, Secretary, Treasurer, and Chief Financial Officer
Torben Lund-Hansen, Ph.D.	70	Senior Vice President and Chief Technical Officer
Steen Lisby, M.D., DMSc	57	Senior Vice President and Chief Scientific Officer
Joris Wiel Jan Wilms	47	Senior Vice President and Chief Operating Officer
Philip Herman	42	Senior Vice President and Chief Commercial Officer
Vignesh Rajah, M.D.	56	Senior Vice President and Chief Medical Officer

Certain additional information concerning the individuals named above is set forth below. This information is based on information furnished us by each individual noted.

Thomas Gad, Founder, Chairman, President and Head of Business Development and Strategy — Please see “Board of Directors and Corporate Governance — Election of Directors” above for biographical information regarding Mr. Gad.

Claus Juan Møller-San Pedro, M.D., Ph.D. — Please see “Board of Directors and Corporate Governance — Election of Directors” above for biographical information regarding Dr. Møller.

Bo Kruse, Chief Financial Officer, Treasurer and Secretary — Mr. Kruse has served as our Executive Vice President, Secretary, Treasurer and Chief Financial Officer since June 2015. Mr. Kruse also served as a member of our Board of Directors from June 2015 to June 2019. Mr. Kruse has broad international finance experience, including knowledge of capital markets, accounting and other financing activities. Prior to joining our company, Mr. Kruse was Azanta’s Chief Financial Officer from 2009 to 2015. Further, Mr. Kruse served as Genmab’s Vice President and Chief Financial Officer from 2005 to 2008 and in a number of other positions, including as Vice President and Chief Accounting Officer from 2000 to 2005. During his tenure at Genmab, Mr. Kruse was directly involved in several financing rounds, including Genmab’s initial public offering in 2000. Mr. Kruse has a M.Sc. in Business Economics and Auditing from the Copenhagen Business School.

Torben Lund-Hansen, Ph.D., Senior Vice President and Chief Technical Officer — Dr. Lund-Hansen has served as our Senior Vice President and Chief Technical Officer since January 2016. Dr. Lund-Hansen has substantial experience in antibody process development, commercial manufacturing and global project management. Dr. Lund-Hansen was Vice President and Head of Manufacturing from 2002 to 2006, Vice President and Head of Manufacturing and Preclinical Safety from 2006 to 2008 and Senior Vice President, Technical Operations from 2008 to 2009 at Genmab and President and Treasurer at Genmab MN Inc., a wholly owned subsidiary of Genmab located near Minneapolis-St. Paul, Minnesota, from 2008 to 2009. At Genmab, Dr. Lund-Hansen was responsible for outsourcing of clinical and commercial drug substance and drug product manufacturing. He was also President and Treasurer from 2008 to 2009 of Genmab MN Inc. Dr. Lund-Hansen was the owner of Lund-Hansen Consulting ApS from 2009 to 2016, where he provided consulting services related to manufacturing processes for biopharmaceutical-related industries. Dr. Lund-Hansen has been responsible for compiling technical Chemistry, Manufacturing, and Controls documentation packages submitted to global regulatory agencies followed by approval and launch of several biologics. Dr. Lund-Hansen received his M.Sc. and Ph.D. from the University of Copenhagen.

TABLE OF CONTENTS

Steen Lisby, M.D., DMSc, Senior Vice President and Chief Scientific Officer — Dr. Lisby joined our Company in June 2017 as our Senior Vice President and Chief Medical Officer and he served in that capacity until June 2020 when his position was changed to Senior Vice President and Chief Scientific Officer. Dr. Lisby has extensive clinical and scientific experience, and is the author of over 50 scientific peer-reviewed publications in clinical research. Previously, Dr. Lisby was Vice President, Head of Medical at Genmab A/S from 2014 to 2017 and also held other positions there including Senior Medical Director from 2010 to 2014, Medical Director from 2008 to 2010 and Medical Advisor from 2004 to 2007. Dr. Lisby received his M.D. degree from the University of Copenhagen and is a named inventor on seven patent applications. Dr. Lisby oversees our Research & Development Laboratories located in Nutley, New Jersey.

Joris Wiel Jan Wilms, Senior Vice President and Chief Operating Officer — Mr. Wilms has served as our Senior Vice President and Chief Operating Officer since November 2017. Mr. Wilms joined our Company in July 2016 as Vice President and Head of Clinical Operations and has extensive industry experience in clinical development, primarily within oncology and hematology indications. Mr. Wilms was at KLIFO A/S (“KLIFO”) from 2010 to 2016, where he served as Vice President — Clinical Trial Services and Pharmacovigilance Services, and at Genmab from 2004 to 2010, where he served as Associate Director of Clinical Development from 2008 to 2010. At KLIFO and Genmab, he was responsible for overseeing several first-in-human studies and pivotal clinical trials, leading to the approval of two monoclonal antibody-based products. Mr. Wilms received his M.Sc. in Pharmacy from the University of Groningen in The Netherlands.

Philip Herman, Senior Vice President and Chief Commercial Officer — Mr. Herman joined our Company in June 2018 as Vice President and Chief Commercial Officer and since January 1, 2020 has been Senior Vice President and Chief Commercial Officer. Mr. Herman brings extensive commercial experience with a focus in oncology and rare diseases. He has a proven track record of commercial success, including launch and sales attainment across the full product life cycle. Previous positions include VP, Head of Santhera U.S. and Head of Commercial, Head of Marketing at Dyax Corp., Director of Marketing at Vanda Pharmaceuticals, and various commercial positions of increasing responsibility at Pfizer. Mr. Herman received his MBA from the Kellogg School of Management at Northwestern University.

Vignesh Rajah, MBBS, DCH, MRCP(UK), MBA, Senior Vice President and Chief Medical Officer — Dr. Rajah joined our company in June 2020 as our Senior Vice President and Chief Medical Officer. Dr. Rajah qualified as physician in University of London, and has 10 years’ experience in hospital practice, specializing in Internal Medicine and Paediatric Critical Care in the United Kingdom. He brings extensive experience in medical affairs since joining the industry in 2001, with roles of increasing seniority in global pharma companies including Sanofi, Wyeth LLC and most recently GlaxoSmithKline plc, (“GSK”), covering multiple therapeutic areas such as Oncology, Vaccines, Immunology and Respiratory. In his most recent role in GSK, from 2015 to 2020 he was VP, Europe Area Medical Head managing a large medical organization, accountable for medical affair activities in pre-launch and post-launch phase, life-cycle management of medicines, safety and pharmacovigilance, medical governance, and building industry-leading medical capabilities.

Compensation Discussion and Analysis

Introduction

This section sets forth our Compensation Discussion and Analysis (“CD&A”) and presents the material elements of our executive compensation policies and practices for our “named executive officers” and the most important factors relevant to an analysis of these policies. In addition, this section provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our named executive officers and is intended to place in perspective the data presented in the following tables and the corresponding narrative.

For fiscal 2020, our “named executive officers” were: Thomas Gad, our Founder, Chairman, President and Head of Business Development and Strategy, Claus Juan Møller-San Pedro, M.D., Ph.D., our Chief Executive Officer, Bo Kruse, our Executive Vice President, Secretary, Treasurer and Chief Financial Officer, Philip Herman, our Senior Vice President and Chief Commercial Officer and Dr. Vignesh Rajah, our Senior Vice President and Chief Medical Officer.

TABLE OF CONTENTS

Dr. Møller is our Principal Executive Officer and Mr. Kruse is our Principal Financial Officer.

Main objectives

The main objectives of our executive compensation program are to (i) attract, retain and reward executive officers who contribute to our long-term success; (ii) align compensation with the short- and long-term interests of stockholders; and (iii) motivate and reward high levels of team and individual performance. These objectives collectively seek to link executive officer compensation to our overall performance, which helps to align the interests of our executives with the interests of our stockholders.

Components of Executive Compensation

We believe that by structuring the executive compensation program so that a significant portion of our named executive officers’ pay is at risk, including a meaningful equity-based component, we can best ensure our named executive officers are incentivized to maximize our performance and increase value for our stockholders. To this end, our program is comprised of three primary elements:

Compensation Element	Objective	Key Features
Base Salary (fixed cash)	To attract and retain executives.	Fixed compensation that is competitive with peer company data and that recognizes each executive’s position, role, responsibility and experience.
Annual Performance Bonus (at-risk cash)	To motivate and reward the achievement of our short-term strategic and business goals that support our longer term objectives.	Target annual performance bonus opportunities, which are expressed as a percentage of base salary, are reviewed annually. Actual bonus payments are determined at the end of the year and are dependent upon the actual achievement of specific corporate performance objectives, determined by our Compensation Committee and our Board of Directors.
Long Term Equity Awards (at-risk equity)	To motivate and reward executives for long-term company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term.	Stock options that are subject to multi-year vesting based on continued service. Individual awards are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, internal equity among executives and competitive market data provided by our compensation committee’s compensation consultant.

These individual compensation elements are intended to create a total compensation package for each named executive officer that we believe supports the achievement of our compensation objectives and provides competitive compensation opportunities.

We review compensation for our executive officers annually.

Role of our Compensation Committee, Management and Consultant

Compensation Committee

Our Compensation Committee makes recommendations to our Board with respect to base salaries, bonuses and grants of equity incentive awards for our our executive management team, consisting of Mr. Gad, Dr. Møller and Mr. Kruse. In proposing base salaries, bonuses and equity incentive awards, our

TABLE OF CONTENTS

Compensation Committee considers compensation for comparable positions in the market, the historical compensation levels of our executives, individual and corporate performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. The Compensation Committee conducts performance evaluations of our executive management team.

Management

The Compensation Committee consults with our executive management team and with the Board of Directors as to the achievement of corporate objectives that drive contingent compensation awards. Performance evaluations of other employees, including our other named executive officers, are performed by the executive management team. Based on this evaluation, base salary for the coming year and cash bonuses for the current year are determined.

Consultant

Our Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation. Our Compensation Committee considered compensation information provided in fiscal years 2018, 2019 and 2020 by Radford, part of Aon Hewitt, a business unit of Aon plc, as its independent compensation consultant, in determining cash compensation and equity awards. The Compensation Committee assessed Radford’s independence and concluded that no conflict of interest existed that would prevent Radford from independently advising the Compensation Committee. The Compensation Committee intends to continue to assess the independence of any of our compensation advisors, consistent with applicable Nasdaq Listing Rules and rules and regulations under the Exchange Act.

The Compensation Committee has the authority to engage and terminate Radford’s services. While we compensate Radford for its services, Radford has no authority to make compensation decisions on behalf of the Compensation Committee or the Company. From time to time Radford may attend Compensation Committee meetings either in person or via conference call as deemed appropriate by the Chair of the Compensation Committee. Our executive management team provides historical data, reviews reports for accuracy and interacts directly with Radford. The Compensation Committee, at its discretion, may also communicate and meet separately with Radford.

Radford provided the following services to the Compensation Committee:

•

reviewed and provided recommendations on the composition of our peer group;

•

provided compensation data related to executives and directors at our peer group based on data from SEC filings and the Radford Global Life Sciences Survey;

•

conducted a competitive review of the compensation of our named executive officers and members of our Board of Directors, including advising on the design and structure of our equity incentive compensation program; and

•

prepared an analysis of our share usage under our 2018 Equity Incentive Plan (the “2018 Plan”), in comparison to our peer group based on data from SEC filings.

Radford’s fee for this engagement in 2020 was less than $120,000. The Compensation Committee determined that these services did not constitute a conflict of interest or prevent Radford from objectively performing its work for the Compensation Committee.

The Compensation Committee believes it is important when making its compensation-related decisions to be informed as to current compensation practices of comparable publicly held companies in the life sciences industry. As noted above, Radford was engaged by our Compensation Committee to develop a peer group for market assessment and conduct a competitive compensation assessment for our executive management team, our senior management team, our Board of Directors and our broad-based employee population. Among other things, Radford provided competitive compensation data for purposes of benchmarking our equity grant values and targets, our bonus targets and structure, our total direct compensation, our target incentive opportunities and our base salaries and target total cash compensation

TABLE OF CONTENTS

for executive officers and directors. The peer group is a group of publicly traded, national and regional companies in the biopharmaceutical and biotechnology industries that were selected based on a balance of the following criteria:

•

industry;

•

size (market capitalization);

•

employee headcount;

•

years since its initial public offering;

•

research and development expenditures;

•

development stage of lead product candidate; and

•

similarity/relevance (biologics, therapeutic area, etc.).

Our Compensation Committee, in consultation with Radford, annually evaluates the composition of our peer group and adjusts its composition for factors such as recent acquisitions of peer companies, new markets that we have entered or changes in the technology market landscape. We believe that our peer group for fiscal 2020, referred to herein as our “2020 peer group”, continues to be aligned with our strategic vision and positions us to attract, retain and engage high performing leaders.

Based on these criteria, our 2020 peer group was approved by our Compensation Committee and was comprised of the companies listed below:

Acceleron Pharma. Inc.	Aimmune Therapeutics, Inc.	AnaptsysBio, Inc.
Atara Biotherapeutics, Inc.	Corbus Pharmaceuticals Holdings, Inc.	Deciphera Pharmaceuticals, Inc.
Esperion Therapeutics, Inc.	G1 Therapeutics, Inc.	Global Blood Therapeutics. Inc.
Intra-Cellular Therapies, Inc.	Iovance Biotherapeutics, Inc.	Karyopharm Therapeutics Inc.
Kura Oncology, Inc.	Odonate Therapeutics, Inc.	Reata Pharmaceuticals, Inc.
Revance Therapeutics, Inc.	Rhythm Pharmaceuticals, Inc.	Stemline Therapeutics, Inc.
TG Therapeutics, Inc.	Xencor, Inc.	Zogenix Inc.

At the time of the determination, these companies each had a market capitalization generally between $500 million and $4.8 billion, had an employee head count generally between 60 and 600 and were generally at a comparable stage to us in the development of their lead product candidate. The Compensation Committee determined that the foregoing selection criteria were appropriate for selecting the 2020 peer group because at such time, we were a late-stage biopharmaceutical company with a market capitalization of over $1.6 billion and 125 employees, which placed us within the range of the 2020 peer group.

We believe that the compensation practices of our 2020 peer group provided the Compensation Committee with an appropriate understanding of the competitive market when evaluating and determining the compensation of our named executive officers during fiscal 2020. However, due to the nature of our business, we compete for executive talent with many public companies, including pharmaceutical companies, that are larger and more established than we are or that possess greater resources than we do, or with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. In addition, while we generally target total direct compensation at the 50th percentile of compensation paid to similarly situated executives at the companies in our 2020 peer group, the assessment of our compensation practices against the competitive market (based on the peer group data) is just one of several factors that inform our Compensation Committee’s judgment in setting executive compensation. Our executive compensation decisions are made on a case-by-case basis and comparability to specific percentile rankings do not, in and of itself, determine individual target compensation opportunities. Although our Compensation Committee uses the 50th percentile as a reference, it also considers other factors, including market conditions, the recommendation of our Chief Executive Officer with respect to named executive officers other than himself, the experience level of each named executive officer and their performance against established corporate goals, in determining actual compensation amounts.

TABLE OF CONTENTS

Other Key Performance Factors in Determining Executive Compensation

As the biopharmaceutical industry is characterized by very long product development cycles, including lengthy research and development periods and rigorous approval phases involving human testing and governmental regulatory approval, many of the traditional measures for evaluating performance, such as product sales, revenues and profits are inappropriate measures for a newly commercial-stage biopharmaceutical company that has only recently launched its first commercial product such as our company. Instead, the specific performance factors our compensation committee considers when determining the cash compensation of our named executive officers include:

•

research and development achievements which advance the development of our lead product candidates;

•

successful initiation, progression and completion of clinical studies for our lead product candidates;

•

successful completion of non-clinical activities for our lead product candidates;

•

the achievement of regulatory goals; and the establishment and maintenance of key business activities and strategic relationships, which include financings.

These and other performance factors are considered by our Compensation Committee in connection with annual performance reviews and are key components in the determination of annual cash bonus for our named executive officers.

Annual Compensation Decisions

Mr. Gad, Dr. Møller and Mr. Kruse

Our Compensation Committee conducts an annual performance review of each of Mr. Gad, Dr. Møller and Mr. Kruse and approves the target compensation opportunity of each of Mr. Gad, Dr. Møller and Mr. Kruse based, in part, on this review. Each year annual corporate goals are determined by our Board of Directors and set forth in writing. Before the end of each year, our Compensation Committee determines cash incentive compensation award amounts for such year as well as the compensation levels for each of Mr. Gad, Dr. Møller and Mr. Kruse for the following year after carefully reviewing overall corporate goals, determining achievement of the established corporate goals and the achievement of individual performance goals. Any merit-based increases in base salary and the size of equity awards are based on the achievement of these corporate performance goals and individual performance goals, a review of competitive market data (based on our 2020 peer group), and consideration of the other factors described above. The cash bonus to Mr. Gad, Dr. Møller and Mr. Kruse for services during fiscal 2020 were based upon achievement of the corporate goals approved by our Board of Directors and individual performance. Typically, our Board of Directors grants annual equity awards to Mr. Gad, Dr. Møller and Mr. Kruse and determines adjustments to their base salary and the amount of any annual cash incentive compensation award, at its last regularly scheduled meeting of the year.

Other Named Executive Officers

During the last quarter of each year, our executive management team, consisting of Mr. Gad, Dr. Møller and Mr. Kruse evaluates our corporate performance and each of our named executive officer’s individual performance (other than themselves). Based on this evaluation, base salary for the coming year and cash bonuses for the current year are determined. For 2018, 2019 and 2020 this determination was made on a discretionary basis. Beginning in 2021, our executive management team will determine overall corporate goals and individual performance goals for each of our named executive officer (other than themselves) and increases in base salary, and base their determination of cash bonus on achievement of the corporate goals and individual performance and a review of competitive market data and consideration of other factors.

Executive Compensation Components

As noted above, the principal components of our executive compensation program for all our named executive officers are (i) base salary, (ii) performance-based annual cash bonus and (iii) long-term equity incentives. Beyond the competitive compensation data provided by Radford for purposes of benchmarking

TABLE OF CONTENTS

our equity grant values and targets, our bonus targets and structure, our total direct compensation, our target incentive opportunities and our base salaries and target total cash compensation, we have not adopted any formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation and non-cash compensation, or among different forms of non-cash compensation. We do not have any pre-established target levels for allocations or apportionment by type of compensation.

Summary Compensation Table

The following table provides information regarding the compensation paid or earned by our five (5) named executive officers for each of the fiscal years set forth below:

Name and Principal Position		Salary ($)			Bonus ($)(1)(2)			Non-equity Incentive Plan Compensation ($)(2)(3)			Option Awards ($)			All Other Compensation ($)(5)			Total ($)
Thomas Gad Founder, Chairman, President and Head of Business Development	2020		$	470,800		$	—		$	205,975		$	2,916,341		$	84,778		$	3,677,894
	2019		$	440,000		$	242,000		$	—		$	2,295,800(4)		$	84,747		$	3,062,547
	2018		$	395,002		$	191,575		$	—		$	1,984,675		$	84,738		$	2,655,990
Dr. Claus Juan Møller-San Pedro M.D., Ph.D.	2020		$	574,000		$	—		$	301,350		$	7,232,652		$	84,778		$	8,192,780
Chief Executive Officer	2019		$	550,000		$	332,750		$	—		$	4,856,500(4)		$	84,747		$	5,823,997
	2018		$	470,000		$	227,950		$	—		$	3,444,195		$	84,738		$	4,226,883
Bo Kruse Executive Vice President, Secretary, Treasurer and Chief Financial Officer	2020		$	420,700		$	—		$	184,056		$	2,307,242		$	778		$	2,912,776
	2019		$	392,000		$	215,600		$	—		$	2,295,800(4)		$	747		$	2,904,147
	2018		$	345,000		$	167,325		$	—		$	1,824,175		$	738		$	2,337,238
Philip Herman Senior Vice President and Chief Commercial Officer	2020		$	403,920		$	141,372		$	—		$	1,196,200		$	444		$	1,741,936
	2019		$	367,200		$	128,520		$	—		$	640,200		$	420		$	1,136,340
	2018		$	202,587		$	63,000(6)		$	—		$	150,800		$	25,263		$	441,650
Dr. Vignesh Rajah Senior Vice President and Chief Medical Officer	2020		$	171,453		$	36,740(7)		$	—		$	1,754,600		$	16,324		$	1,979,117
	2019		$	—		$	—		$	—		$	—		$	—		$	—
	2018		$	—		$	—		$	—		$	—		$	—		$	—

(1)

The amounts reported in the “Bonus” column represent discretionary annual cash bonuses awarded to our named executive officers. Our named executive officers have not received any non-cash compensation in lieu of salary or bonus.

(2)

The disclosure of amounts in the column reflects the performance year to which the bonus/compensation relates, rather than the year in which the bonus/compensation is paid.

(3)

Because our 2020 annual cash bonus plan provides more specificity and less discretion regarding the calculation of the level of achievement of the performance metrics than in prior years, payments made pursuant for 2020 cash bonuses have been reported in the Non-equity Incentive Plan Compensation column instead of the Bonus column.

(4)

These options were granted in January 2020 but were related to services rendered by the named executive officer in 2019 and are reflected in the table above as if granted in December 2019.

(5)

Mr. Gad and Dr. Møller serve as members of our Board of Directors but do not receive any additional compensation for their service as a director. Mr. Kruse served as a member of our Board of Directors until June 2019, but did not receive any additional compensation for his services as a director during that time. Amounts in this column include a monthly housing allowance of $7,000 to cover rental expenses associated with the U.S. residence for each of Mr. Gad and Dr. Møller and a monthly housing allowance of approximately $2,000 to cover rental expenses associated with a Danish residence for Dr. Rajah, as well as a one-time incentive bonus of $25,000 in 2018 for Mr. Herman for relocation. Amounts also include certain insurance premiums and technology expenses paid for by the Company.

TABLE OF CONTENTS

(6)

Mr. Herman joined the Company in June 2018 and therefore received a prorated bonus for 2018.

(7)

Dr. Rajah joined the Company in June 2020 and therefore received a prorated bonus for 2020.

Narrative Disclosure to Summary Compensation Table

Base Salary

In 2018, we paid annual base salaries of $395,002 to Mr. Gad, $470,000 to Dr. Møller, $345,000 to Mr. Kruse and $202,587 to Mr. Herman. Mr. Herman joined the Company on June 8, 2018 and the salary for Mr. Herman represents his base salary earned from his June 8, 2018 start date. Dr. Rajah was not employed by us during 2018.

In 2019, we paid annual base salaries of $440,000 to Mr. Gad, $550,00 to Dr. Møller, $392,000 to Mr. Kruse, $367,200 to Mr. Herman. Dr. Rajah was not employed by us during 2019.

In 2020, we paid annual base salaries of $470,800 to Mr. Gad, $574,000 to Dr. Møller, $420,700 to Mr. Kruse, $403,920 to Mr. Herman and $171,453 to Dr. Rajah. Dr. Rajah joined the Company on June 2, 2020 and the salary for Dr. Rajah represents his annual base salary of $293,920 prorated from his June 2, 2020 start date.

In December 2020, our Board of Directors raised the base salary of each of Mr. Gad, Dr. Møller and Mr. Kruse to $500,000, $630,000 and $464,000, respectively, for fiscal 2021 effective as of January 1, 2021 (an increase of 6.2% compared to the 2020 base salary for Mr. Gad, an increase of 9.8% for Dr. Møller compared to his 2020 base salary and an increase of 10.3% for Mr. Kruse compared to his 2020 base salary). In addition, at the same time, the base salary for each of Mr. Herman and Dr. Rajah was increased to $420,077 and $326,132, respectively (an increase of 4.0% compared to the 2020 base salary for Mr. Herman and an increase of 11.0% for Dr. Rajah compared to his 2020 base salary).

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. For additional information regarding the employment agreements of our named executive officers, see the subsection herein entitled “— Employment Agreements”.

Annual Bonus

From time to time, our Board of Directors has approved discretionary annual cash bonuses to our executive officers with respect to their prior year performance. Beginning 2019 our Board of Directors began to establish certain predetermined annual cash bonus performance targets for Mr. Gad, Dr. Møller and Mr. Kruse.

The other named executive officers have been awarded discretionary annual cash bonuses which, for Mr. Herman was in an amount of 35% of his base salary and 25% for Dr. Rajah (prorated from his June 2020 start date). Beginning in 2021, cash bonuses awarded to all named executive officers will be performance-based with predetermined annual cash bonus performance targets.

In December 2018, our Board of Directors approved discretionary cash bonuses for Mr. Gad, Dr. Møller and Mr. Kruse in the amounts of $191,575, $227,950 and $167,325, respectively, for services performed during 2018. Such amounts were paid in March 2019. Mr. Herman received a discretionary cash bonus in the amount of $63,000 for services performed during 2018. Mr. Herman joined the Company on June 8, 2018 and, therefore, received a prorated bonus. Dr. Rajah was not employed by us in 2018.

In January 2020, our Board of Directors approved discretionary cash bonuses for Mr. Gad, Dr. Møller and Mr. Kruse in the amounts of $242,000, $332,750 and $215,600, respectively, for services performed during 2019. Such amounts were paid in January 2020. The cash bonus for 2019 had a target of 50% of Mr. Gad’s and Mr. Kruse’s annual base salary whereas for Dr. Møller, it was set to 55% of his annual base salary. The cash bonuses paid reflect that each of Mr. Gad, Dr. Møller and Mr. Kruse had met 110% of their 2019 targets. Mr. Herman received a discretionary cash bonus in the amount of $128,520 for services performed during 2019. Dr. Rajah was not employed by us in 2019.

TABLE OF CONTENTS

In December 2020, our Board of Directors approved performance based cash bonuses for Mr. Gad, Dr. Møller and Mr. Kruse in the amounts of $205,975, $301,350 and $184,056, respectively, for services performed during 2020. Such amounts were paid in December 2020. The annual incentive cash bonus for 2020 had a target of 50% of Mr. Gad’s and Mr. Kruse’s annual base salary whereas for Dr. Møller, it was set to 60% of his annual base salary. The cash bonuses paid reflect that each of Mr. Gad, Dr. Møller and Mr. Kruse had met 87.5% of their 2020 performance based targets. The cash bonus paid to Mr. Gad amounts to 43.8% of his base salary for 2020. The cash bonus paid to Dr. Møller amounts to 52.5% of his base salary for 2020. The cash bonus paid to Mr. Kruse amounts to 43.8% of his base salary for 2020.

Mr. Herman and Dr. Rajah received a discretionary cash bonus of $141,372 and $36,740, respectively, for services performed during 2020. Dr. Rajah joined the Company on June 2, 2020 and, therefore, received a prorated bonus. The cash bonus paid to Mr. Herman amounts to 35.0% of his base salary for 2020. The cash bonus paid to Dr. Rajah amounts to 21.4% of his base salary for 2020.

The annual incentive cash bonus for fiscal 2021 has a target of 50% of Mr. Gad’s and Mr. Kruse’s annual base salary whereas for Dr. Møller, it is set to 60% of his annual base salary. The annual incentive cash bonus may be increased if our Board of Directors determines that the named executive officer has exceeded the performance objectives that year. The annual incentive cash bonus for fiscal 2021 for Mr. Herman has a maximum and target of 35% of his annual base salary. For Dr. Rajah the annual incentive cash bonus for fiscal 2021 has a maximum and target of 25% of his annual base salary.

Equity Incentives

Although we do not have a formal policy with respect to the grant of equity incentive awards to our named executive officers or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our named executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our named executive officers and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. Accordingly, our Board of Directors periodically reviews the equity incentive compensation of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options under our 2018 Equity Incentive Plan (the “2018 Plan”), which may be granted as either incentive stock options or non-statutory stock options. Our Board of Directors may also grant other stock based awards under the 2018 Plan. Our Board of Directors generally grants annual equity awards to Mr. Gad, Dr. Møller and Mr. Kruse at its last regularly scheduled meeting of the year. Other named executive officers received a stock option grant at the first board meeting following their employment with us, and thereafter may generally receive annual follow-up stock option grants or other stock based awards in accordance with a grant schedule determined by our Board of directors.

Description of Option Awards

On April 24, 2018, Mr. Gad, Dr. Møller and Mr. Kruse received option grants of 100,000, 125,000 and 75,000 shares of common stock, respectively, at an exercise price of $11.16 per share. On December 11, 2018 Mr. Gad, Dr. Møller and Mr. Kruse received option grants of 107,500, 211,500 and 107,500 shares of common stock, respectively, at an exercise price of $21.97 per share. On July 10, 2018 Mr. Herman received option grants of 20,000 shares of common stock, at an exercise price of $13.11 per share. Dr. Rajah was not employed with the Company in 2018 and did not receive option awards during fiscal 2018.

Mr. Gad, Dr. Møller and Mr. Kruse did not receive option awards during fiscal 2019. On June 12, 2019, Mr. Herman received option grants of 20,000 shares of common stock, at an exercise price of $21.45 per share. On December 10, 2019, Mr. Herman received option grants of 20,000 shares of common stock, at an exercise price of $33.74 per share. Dr. Rajah was not employed with the Company in 2019 and did not receive option awards during fiscal 2019.

On January 7, 2020 Mr. Gad, Dr. Møller and Mr. Kruse received option grants of 130,000, 275,000 and 130,000 shares of common stock, respectively, at an exercise price of $30.34 per share. On December 15, 2020 Mr. Gad, Dr. Møller and Mr. Kruse received option grants of 91,450, 226,800 and 72,350 shares of common stock, respectively, at an exercise price of $53.88 per share. On June 23, 2020 Mr. Herman received

TABLE OF CONTENTS

option grants of 20,000 shares of common stock, at an exercise price of $48.67 per share. On December 15, 2020, Mr. Herman received option grants of 20,000 shares of common stock, at an exercise price of $53.88 per share. On June 23, 2020 Dr. Rajah received option grants of 40,000 shares of common stock, at an exercise price of $48.67 per share. On December 15, 2020 Dr. Rajah received option grants of 20,000 shares of common stock, at an exercise price of $53.88 per share.

All options were granted at an exercise price equal to the closing sale price of our common stock on the Nasdaq Global Select Market on the date of grant. The shares subject to each option will vest and become exercisable based on our “Standard Vesting Schedule” of 25% on the one-year anniversary of the date of grant, and 1/48th of the total shares subject to the options award vesting on the same day of the month as the grant date over the course of the next three (3) years, subject to the named executive officer’s continued employment on each vesting date.

In the event of a change of control, as defined in the 2018 Plan and the preceding 2015 Equity Incentive Plan (the “2015 Plan”), each option granted to our named executive officers under the 2015 Plan and under the 2018 Plan will fully vest and become immediately exercisable.

In the event any of our named executive officers’ employment is terminated by the Company without “cause” or by either of the named executive officers for “good reason”, or by their “retirement” or “disability”, as such terms are defined in the 2015 Plan and/or as determined for grants made under the 2018 Plan (with respect to good reason, as summarized below), or by death, the options granted to the named executive named officers will continue to vest and become exercisable in accordance with our Standard Vesting Schedule. If a named executive officer’s employment is terminated for “cause” or by the named executive officer voluntarily (other than for retirement), the vesting schedule for options granted to the named executive officer will terminate immediately and shares subject to the option which have not vested prior to such termination will not become exercisable.

As defined in the 2015 Plan and the 2018 Plan:

•

“change of control” generally means (1) the acquisition by a person or entity of more than 50% of our combined voting power (except a change in ownership as a result of a private financing of us that is approved by our Board of Directors), (2) the change in effective control of us which occurs on the date that a majority of members of our Board of Directors is replaced during any twelve (12) month period by directors whose appointment of election is not endorsed by a majority of the members of our Board of Directors prior to the date of the appointment or election (if any person or entity is considered to be in effective control of us, the acquisition of additional control of us by the same person or entity will not be considered a change in control), and (3) the acquisition by a person or entity of a substantial portion of our assets with a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately prior to such acquisition.

As defined in the 2015 Plan and as determined in connection with grants made under the 2018 Plan:

•

“cause” generally means abuse of alcohol or another drug while performing his or her duties as an employee of the Company, or a breach of or failure or refusal by participant to comply with any material provision of his or her employment agreement or arrangement with us if not cured within ten (10) days after written notice thereof from us; and

•

“good reason” generally means, during the term of the participant’s employment relationship with the Company, without the participant’s written consent, we cause a material reduction in base salary or compensation and bonus opportunity, a relocation of participant’s principal place of employment by more than 50 miles, any material breach by the Company of any provision in the participant’s employment agreement or arrangement or other agreements, the Company’s failure to obtain an agreement from any successor to us to assume and agree to perform a participant’s employment agreement or arrangement in the same manner and to the same extent that we would be required to perform if no succession had taken place (except where such assumptions occurs by operation of law), a material, adverse change in the participant’s title, authority, duties, or responsibilities (except temporary change while participant is physically or mentally incapacitated or as required by applicable law), or a material change in the reporting structure applicable to the participant.

TABLE OF CONTENTS

All options expire 10 years from the date of grant. None of the options granted to the named executive officers provide for tax-reimbursements or tax gross-ups.

Grants of Plan-Based Awards in 2020

The following table shows information regarding grants of plan-based awards during fiscal 2020, to our named executive officers:

Name	Award Type	Grant Date(1)	Non-equity Incentive Target ($)(2)			Stock Option Awards:Number of Securities Underlying Options (#)		Exercise Price of Stock Option Awards ($/share)			Grant Date Fair Value of Stock Option Awards ($)(3)
Thomas Gad	Stock Option	January 7, 2020					130,000		$	30.34		$	2,295,800
		December 15, 2020					91,450		$	53.58		$	2,916,341
	Performance Bonus			$	235,400		—
Dr. Claus Juan Møller-San Pedro M.D., Ph.D.	Stock Option	January 7, 2020					275,000		$	30.34		$	4,856,500
		December 15, 2020					226,800		$	53.58		$	7,232,652
	Performance Bonus			$	344,400
Bo Kruse	Stock Option	January 7, 2020					130,000		$	30.34		$	2,295,800
		December 15, 2020					72,350		$	53.58		$	2,307,242
	Performance Bonus			$	210,350
Philip Herman	Stock Option	June 23, 2020					20,000		$	48.67		$	558,400
		December 15, 2020					20,000		$	53.58		$	637,800
	Performance Bonus			$	—
Dr. Vignesh Rajah	Stock Option	June 23, 2020					40,000		$	48.67		$	1,116,800
		December 15, 2020					20,000		$	53.58		$	637,800
	Performance Bonus			$	—

SEC Form DEF 14A filed by Y-mAbs Therapeutics, Inc.