BPMC Blueprint Medicines Corporation

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  ý                            Filed by a Party other than the Registrant  o

Check the appropriate box:

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BLUEPRINT MEDICINES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Payment of Filing Fee (Check all boxes that apply):

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BLUEPRINT MEDICINES CORPORATION

45 Sidney Street

Cambridge, Massachusetts 02139

(617) 374-7580

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Important Notice Regarding Internet Availability of Proxy Materials:

We are furnishing proxy materials to our stockholders primarily via the Internet. On April 29, 2022, we mailed to our stockholders a Notice of Internet Availability, or Notice, containing instructions on how to access our proxy materials, including this proxy statement and our 2021 annual report. The Notice also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other stockholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.

A copy of this proxy statement and our 2021 annual report to stockholders are available at www.proxyvote.com.

Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the annual meeting, and conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

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45 Sidney Street

Cambridge, Massachusetts 02139

(617) 374-7580

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Q.    Why did I receive these proxy materials?

A.    We have made these materials available to you on the Internet in connection with the solicitation of proxies for use at our 2022 annual meeting of stockholders to be held online on Tuesday, June 21, 2022 at 3:30 p.m., Eastern Daylight Time, at http://www.virtualshareholdermeeting.com/BPMC2022. As a holder of common stock, you are invited to attend the annual meeting online and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

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

A.    In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our annual report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

Q.    What is the purpose of the annual meeting?

A.    At the annual meeting, stockholders will consider and vote on the following matters:

Q.    Who can vote at the annual meeting?

A.    To be entitled to vote, you must have been a stockholder of record at the close of business on April 25, 2022, the record date for our annual meeting. As of the record date, there were 59,570,547 shares of our common stock outstanding and entitled to vote at the annual meeting.

Q.    How many votes do I have?

A.    Each share of our common stock that you own as of the record date will entitle you to one vote on each matter considered at the annual meeting.

Q.    How do I vote?

A.    If you are the “record holder” of your shares, meaning that your shares are registered in your name in the records of our transfer agent, Computershare Trust Company, N.A., and not in the name of a bank, brokerage firm or other nominee, you may vote your shares as follows:

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If your shares are held in “street name,” meaning they are held for your account by an intermediary, such as a bank, brokerage firm or other nominee, then you are deemed to be the beneficial owner of your shares, and the bank, brokerage firm or other nominee that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, brokerage firm or other nominee that holds your shares. In order to vote your shares, you will need to follow the instructions that your bank, brokerage firm or other nominee provides you. Many banks, brokerage firms or other nominees solicit voting instructions over the Internet or by telephone.

If you do not give instructions to your bank, brokerage firm or other nominee, they will still be able to vote your shares with respect to certain “discretionary” items. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal 3) is considered a discretionary item. Accordingly, your bank, brokerage firm or other nominee may vote your shares in its discretion with respect to that matter even if you do not give voting instructions on Proposal 3.

However, under applicable stock exchange rules that regulate voting by registered banks, brokerage firms or other nominees, the election of our nominees to serve as Class I directors (Proposal 1) and a non-binding, advisory vote on the compensation paid to our named executive officers (Proposal 2) is not considered to be a discretionary item. Accordingly, if you do not give your bank, brokerage firm or other nominee voting instructions on Proposals 1 or 2 they may not vote your shares with respect to this matter and your shares will be counted as “broker non-votes” with respect to the proposal. A “broker non-vote” occurs when shares held by a bank, brokerage firm or other nominee are not voted with respect to a particular proposal because the bank, brokerage firm or other nominee does not have or did not exercise discretionary authority to vote on the matter and has not received voting instructions from its clients.

Regardless of whether your shares are held in street name, you are welcome to attend the annual meeting online. You may not vote shares held in street name at the annual meeting, however, unless you obtain a legal proxy, executed in your favor, from the holder of record (i.e., your bank, brokerage firm or other nominee). A legal proxy is not the form of proxy included with this proxy statement. You will not be able to vote shares you hold in street name at the annual meeting unless you have a legal proxy from your bank, brokerage firm or other nominee issued in your name giving you the right to vote your shares.

Q.    How do I attend the annual meeting online?

A.    Our 2022 annual meeting will be held entirely online because it allows stockholders to attend the meeting from anywhere while providing stockholders the same rights and opportunities as an in-person meeting and it enables us to continue to support the health and well-being of our partners, employees, and stockholders during the continuing uncertainty and public health impact of the COVID-19 pandemic. There will not be a physical location for in-person stockholder attendance at the meeting. Stockholders of record as of April 25, 2022 will be able to attend and participate in the annual meeting by accessing http://www.virtualshareholdermeeting.com/BPMC2022. To join the annual meeting, you will need to have your 16-digit control number, which is included on your Notice and your proxy card.

Even if you plan to attend the annual meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the annual meeting.

Log in Instructions. To attend the online annual meeting, log in at http://www.virtualshareholdermeeting.com/BPMC2022. Stockholders will need their unique 16-digit control number, which appears on the Notice and the instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than June 20, 2022, so that you can be provided with a control number and gain access to the meeting.

If questions submitted are repetitive as to a particular topic, the Chairman of the meeting may limit discussion on such topic. During the formal portion of the meeting, all questions presented should relate directly to the proposal under discussion. We will also hold a question and answer period at the end of the meeting, as time permits, during which time we welcome questions not relating to specific proposals.

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For further details, please review the annual meeting’s Rules of Conduct, which will be posted on http://www.virtualshareholdermeeting.com/BPMC2022 during the annual meeting.

Following the annual meeting, an archived replay of the audio webcast will be available on the Investor Relations section of our website for approximately 30 days thereafter.

Q.    Can I change my vote?

A.    If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the vote is taken at the annual meeting. To do so, you must do one of the following:

If your shares are held in street name, you may submit new voting instructions by contacting your bank, brokerage firm or other nominee. You may also vote at the annual meeting online if you obtain a legal proxy as described in the answer above.

Q.    How many shares must be represented to have a quorum and hold the annual meeting?

A.    A majority of our shares of common stock outstanding at the record date must be present or represented by proxy to hold the annual meeting. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy by mail or that are represented at the meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares held in street name by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote those shares. If a quorum is not present, we expect to adjourn the annual meeting until we obtain a quorum.

The presence at the annual meeting, online or by proxy, of holders representing a majority of our outstanding common stock as of the record date, April 25, 2022, or approximately 29,785,274 shares, constitutes a quorum at the meeting and permits us to conduct the business of the meeting.

Q.    What vote is required to approve each matter and how are votes counted?

A.    Proposal 1—Election of Class I Directors

The three nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Proposal 1 is a non-discretionary matter. Therefore, if your shares are held by your brokerage firm in street name and you do not timely provide voting instructions with respect to your shares, your brokerage firm cannot vote your shares on Proposal 1. Shares held in street name by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee. As a result, such “broker non-votes” will have no effect on the voting on Proposal 1. You may:

¨    vote FOR all nominees;

¨    vote FOR one or more nominees and WITHHOLD your vote from the other nominee(s); or

¨    WITHHOLD your vote from all nominees.

Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.

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Proposal 2. Proposal 2 is non-binding. Because this vote is advisory and not binding on us or our board in any way, our board may decide that it is in our and our stockholders’ best interests to compensate our named executive officers in an amount or manner that differs from that which is approved by our stockholders.

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where he was a member of the management team and oversaw the U.S. commercial and business functions. Prior to Algeta, from July 2005 to November 2011, Mr. Albers was at Genzyme Corporation, or Genzyme, a biotechnology company that is now a wholly-owned subsidiary of Sanofi S.A., most recently as vice president of the U.S. hematology and oncology business unit. Mr. Albers received a B.S. from Indiana University and an M.B.A. and a J.D. from Georgetown University. We believe that Mr. Albers’ leadership in the life sciences industry qualifies him to serve on our board of directors.

Mark Goldberg, M.D. has served as a member of our board of directors since June 2015. Dr. Goldberg has served as a member of the board of directors of ImmunoGen, Inc. since November 2011, including currently serving as a member of its compensation committee and its governance and nomination committee, and as a member of the board of directors of GlycoMimetics, Inc. since July 2014, currently serving as chair of its governance and nomination committee and a member of its compensation committee. Dr. Goldberg has also served as a member of the board of directors of Idera Pharmaceuticals, Inc. since March 2014 currently serving on its audit committee and as chair of its science and technology committee, and a member of the board of directors of Avacta Group plc since August 2021. Additionally, he has been a member of the board of directors of Walden Biosciences since March 2020. Dr. Goldberg served in various executive capacities of increasing responsibility at Synageva BioPharma Corp., or Synageva, a biopharmaceutical company, from 2011 to 2014, including as executive vice president, medical and regulatory strategy from January to October 2014. From October 2014 through the acquisition of Synageva by Alexion Pharmaceuticals, Inc. in 2015, Dr. Goldberg, while no longer an officer, remained employed by Synageva contributing to medical and regulatory strategy. Prior to joining Synageva, Dr. Goldberg served in various management capacities of increasing responsibility at Genzyme from November 1996 to July 2011, including as senior vice president, clinical development and global therapeutic head, oncology, genetic health, and as chairman of Genzyme’s early product development board. Prior to joining Genzyme, Dr. Goldberg was a full-time staff physician at Brigham and Women’s Hospital and the Dana-Farber Cancer Institute and he still has an appointment at Brigham and Women’s Hospital. He served as a member of the board of directors of Audentes Therapeutics, Inc. between December 2017 and its acquisition by Astellas Pharma Inc. in January 2020, and from April 2015 until December 2017 was a member of the board of directors of aTyr Pharma, Inc. Dr. Goldberg is a part-time Lecturer in Medicine at Harvard Medical School. From 2015 to 2018 he served as acting chief medical officer of CANbridge Life Sciences Ltd. where he is still an advisor.  From 2010 to 2017, Dr. Goldberg served on the board of directors of the New England Division of the American Cancer Society. Since December 2017, he has been on the eastern New England Board of the American Cancer Society serving as the chair from December 2017 until April 2020, and since January 2019 has been a member of the national board of directors of the American Cancer Society currently serving on the audit committee, governance committee, compensation committee and as chair of the mission outcomes committee. Dr. Goldberg received an A.B. in biochemical sciences from Harvard College and an M.D. from Harvard Medical School. We believe Dr. Goldberg is qualified to serve on our board of directors due to his extensive healthcare and regulatory experience.

Nicholas Lydon, Ph.D., FRS is a scientific founder of Blueprint Medicines and has served as a member of our board of directors since April 2011 and as a member of our scientific advisory board since 2017. Dr. Lydon is a co-founder and chairman of Recludix Pharma Inc. and has served as a member of its board of directors and as a scientific advisor since 2019. Dr. Lydon is a managing member of VB Therapeutics LLC, which he co-founded in 2019. Dr. Lydon is a co-founder of IDRX, Inc., which was formed in 2021. In addition, Dr. Lydon currently serves as the managing member of Staurus Biopharma, LLC, a privately held biopharmaceutical company that he co-founded. Dr. Lydon is a co-founder of AnaptysBio Inc. and served as a scientific advisor and member of its board of directors between 2006 and 2019. From 2003 to 2011, Dr. Lydon served as a scientific advisor and member of the board of directors of Ambit Biosciences Corp., a biopharmaceutical company. From 2000 to 2002, Dr. Lydon served as vice president, small molecule drug discovery, at Amgen, Inc., or Amgen. Prior to joining Amgen, Dr. Lydon founded Kinetix Pharmaceuticals, Inc., or Kinetix, a biotechnology company focused on the discovery and development of selective protein kinase inhibitors, which was acquired by Amgen in 2000, and served as Kinetix’s chief executive officer and as a member of its board of directors. Prior to founding Kinetix, Dr. Lydon worked for Ciba-Giegy AG (now Novartis AG) where he was responsible for the tyrosine protein kinase program, including the discovery and preclinical development of imatinib. Dr. Lydon has been awarded the Lasker-DeBakey Clinical Medical Research Award, the Kettering Price from the General Motors Cancer Research Foundation and the Japan Prize for his role in the development of imatinib. Dr. Lydon received a B.S. in biochemistry and zoology from the University of Leeds, England, and received a Ph.D. in biochemistry from the Medical Sciences Institute, University of Dundee, Scotland. We believe Dr. Lydon’s detailed knowledge of our company and long tenure with us, having served as one of our scientific founders, along with his experience working with and serving on the boards of directors of life sciences companies and his experience as a senior executive with several life sciences companies qualifies him to serve on our board of directors.

Class II Directors — Term Expiring at the 2023 Annual Meeting of Stockholders

Alexis Borisy has served as a member of our board of directors since April 2011. Mr. Borisy co-founded Blueprint Medicines and served as our interim chief executive officer from May 2013 through July 2014. Mr. Borisy is the executive chairman, co-founder, and former chief executive officer of EQRx Inc., a pharmaceutical company committed to developing and delivering innovative medicines to patients at radically lower prices. From 2010 to 2019, Mr. Borisy was a partner at Third Rock Ventures, a life sciences venture capital firm focused on the formation, development and strategy of new companies. Mr. Borisy currently serves as chairman on the board of directors of Relay Therapeutics, Inc., and serves on its audit, compensation, and research and development committees, and as chairman on the board of directors of Tango Therapeutics, Inc. and on its audit and compensation committees. In addition, Mr. Borisy serves on the board of directors for Revolution Medicines, Inc. and as a member of its compensation committee

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and nominating and corporate governance committee, and on the board of directors of Magenta Therapeutics, Inc. and on its compensation committee and nomination and corporate governance committee. Mr. Borisy also serves on the board of directors of Celsius Therapeutics, Inc., a privately held biopharmaceutical company, and previously served as its chief executive officer. From November 2013 to March 2018, Mr. Borisy served as a member of the board of directors of Editas Medicine, Inc. From 2007 to 2012, Mr. Borisy served as chairman of FORMA Therapeutics, Inc., a biopharmaceutical company focused on discovering and developing medicines in cancer and other genetically-driven diseases. Mr. Borisy co-founded Foundation Medicine, Inc., or Foundation Medicine, where he served as its interim chief executive officer from 2009 to 2011 and served as a member of its board of directors from 2009 until its acquisition by F. Hoffmann-La Roche AG, including as chairman of Foundation Medicine’s board of directors from 2011 to February 2017. In 2000, Mr. Borisy founded CombinatoRx, Inc. and served as its chief executive officer and on its board of directors from 2000 to 2009. Mr. Borisy received an A.B. in chemistry from the University of Chicago and an A.M. in chemistry and chemical biology from Harvard University. We believe Mr. Borisy’s detailed knowledge of our company and long tenure with us, having served as one of our founders, along with his experience working with and serving on the boards of directors of life sciences companies and his experience working in the life sciences venture capital industry qualifies him to serve on our board of directors.

Lonnel Coats has served as a member of our board of directors since February 2016. Since July 2014, Mr. Coats has served as chief executive officer and a member of the board of directors of Lexicon Pharmaceuticals, Inc., or Lexicon, a biopharmaceutical company with a mission of pioneering medicines that transform patients’ lives in a range of diseases including neuropathic pain, heart failure, diabetes, and metabolism.  Prior to joining Lexicon, from 1996 through June 2014, Mr. Coats served in a series of leadership positions at Eisai Inc. and Eisai Corporation of North America, both of which are U.S. subsidiaries of Tokyo-based Eisai Co., Ltd., including as chief executive officer of Eisai Inc. from 2010 to June 2014 and as president and chief operating officer of Eisai Inc. from 2004 to 2010. Mr. Coats also previously held a variety of sales and management positions at Janssen Pharmaceuticals, Inc., a division of Johnson & Johnson, from 1988 to 1996. Mr. Coats received a B.S. from Oakland University. We believe that Mr. Coats’ extensive professional experience in the biotechnology industry, including developing and commercializing pharmaceutical products and managing pharmaceutical marketing and sales efforts, qualifies him to serve as a member of our board of directors.

Kathryn Haviland has served as our president and chief executive officer and as a member of our board of directors since April 4, 2022. Ms. Haviland previously served as our chief operating officer from January 2019 to April 2022 and as our chief business officer from January 2016 to January 2019. Ms. Haviland also currently serves as chairperson of the board of directors and as a member of the audit and compensation committees of Fulcrum Therapeutics, Inc. Prior to joining us, Ms. Haviland served as vice president, rare diseases and oncology program leadership at Idera Pharmaceuticals, Inc. from April 2014 to December 2015, as head of commercial development at Sarepta Therapeutics, Inc. from June 2012 to April 2014, as executive director of Commercial Development at PTC Therapeutics, Inc. from April 2007 to June 2012 and held various corporate development and project management roles at Genzyme from July 2005 to April 2007. Ms. Haviland received a B.A. from Wesleyan University with a double major in biochemistry/molecular biology and economics and an M.B.A. from Harvard Business School. We believe that Ms. Haviland’s leadership experience in the life sciences industry and at our company qualifies her to serve as a member of our board of directors.

Charles A. Rowland, Jr., M.B.A. has served as a member of our board of directors since March 2015. From April 2016 to February 2017, Mr. Rowland served as president and chief executive officer of Aurinia Pharmaceuticals Inc., or Aurinia, and as a member of the board of directors of Aurinia from July 2014 to February 2017. Mr. Rowland previously served as vice president and chief financial officer of ViroPharma Incorporated, or ViroPharma, an international biopharmaceutical company, from October 2008 until it was acquired by Shire plc in January 2014. Prior to joining ViroPharma, from 2006 to 2008, Mr. Rowland served as executive vice president and chief financial officer, as well as the interim co-chief executive officer, for Endo Pharmaceuticals Inc., a specialty pharmaceutical company with a primary focus in pain management. Mr. Rowland previously held positions of increasing responsibility at the following biopharmaceutical companies: Biovail Pharmaceuticals, Inc., Breakaway Technologies, Inc., Pharmacia Corporation, Novartis AG and Bristol-Myers Squibb Co. Mr. Rowland has served as a member of the board of directors and chairman of the audit committee and compensation committee of Orchard Therapeutics plc since June 2018, as a member of the board of directors, chairman of the compensation committee and member of the audit committee of Viking Therapeutics, Inc. since July 2017, and as a member of the board of directors and chairman of the compensation committee of Nabriva Therapeutics, AG, since January 2015. In addition, Mr. Rowland currently serves on the board of directors and as chairman of the audit committee of Generation Bio. Mr. Rowland has also previously served as a member of the board of directors of Idenix Pharmaceuticals, Inc., Vitae Pharmaceuticals, Inc., BIND Therapeutics, Inc. and PsiOxus Therapeutics. Mr. Rowland received a B.S. in Accounting from Saint Joseph’s University and an M.B.A. with a finance concentration from Rutgers University. We believe that Mr. Rowland’s extensive professional experience as a chief financial executive in the biotechnology and pharmaceutical industries and his experience serving as a director of various publicly traded biotechnology companies qualifies him to serve as a member of our board of directors.

Class III Directors Nominees —Term Expiring at the 2024 Annual Meeting of Stockholders

Daniella Beckman has served as a member of our board of directors since December 2021. Since September 2019, she has served as the chief financial officer of Tango Therapeutics, Inc., or Tango. Prior to joining Tango, Ms. Beckman provided consulting services and served as the interim chief financial officer for early-stage biotechnology companies from November 2015 to September 2019. Previously, Ms. Beckman was chief financial officer of Idenix Pharmaceuticals, Inc., where she was responsible for finance,

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investor relations, and IT from June 2011 until the company was acquired by Merck in 2014. Earlier in her career, she held various finance positions at Coley Pharmaceutical Group, Inc., Biogen Inc., and PricewaterhouseCoopers. Ms. Beckman also serves as a member of the board of directors of Vor Biopharma Inc., as chair of its audit committee and as a member of its compensation committee, and as a member of the board of directors of 5:01 Acquisition Corp., as chair of the audit committee and as a member of the nomination and governance committee. She also previously served a member of the board of directors of Translate Bio, Inc. and as chair of both its audit committee and its nomination and governance committee. Ms. Beckman received her BA in business administration and accounting from Boston University. We believe that Ms. Beckman’s deep financial and operational experience across the biotechnology industry, having worked with both private and publicly traded companies throughout her career, qualifies her to serve as a member of our board of directors.

George D. Demetri, M.D., FASCO has served as a member of our board of directors since December 2014. Since 1989, Dr. Demetri has served on the faculty of the Dana-Farber Cancer Institute, or DFCI, and Harvard Medical School, where he is a Professor of Medicine and serves as a co-director of the Ludwig Center at Harvard. At DFCI, Dr. Demetri is Director of the Sarcoma Center, the senior vice president for Experimental Therapeutics, the Quick Family Chair in Medical Oncology and an associate director for clinical sciences at the NCI-designated Dana-Farber/Harvard Comprehensive Cancer Center Consortium. Dr. Demetri’s research and clinical interests have centered on mechanism-based drug development for solid tumors, with an emphasis on molecularly-defined subsets of sarcomas such as gastrointestinal stromal tumors. Dr. Demetri has contributed to the development of several new drugs for sarcomas and other malignancies, including imatinib, sunitinib, dasatinib, trabectedin, everolimus, pazopanib and regorafenib. He was also a member of the scientific advisory board for Plexxikon Inc. and helped to develop the mutant BRAF inhibitor, vemurafenib. In addition, Dr. Demetri has served as a member of the board of directors of Translate Bio since July 2019. Dr. Demetri also previously served as a member of the board of directors and organization and compensation committee of Merrimack Pharmaceuticals, Inc. between December 2017 and October 2019. Dr. Demetri serves as chair of the Science Policy and Government Affairs Committee for the American Association for Cancer Research as well as several other scientific and editorial advisory boards. Dr. Demetri received an A.B. in biochemistry from Harvard College and an M.D. from Stanford University School of Medicine. We believe that Dr. Demetri’s more than 25 years of experience as an oncologist and his significant leadership experience on various national and international scientific and company advisory boards qualifies him to serve as a member of our board of directors.

Lynn Seely, M.D. has served as a member of our board of directors since April 2016 and as our lead independent director since June 2021. In addition, Dr. Seely has served as a member of the board of directors and on the nominating and corporate governance committee of Lyell Immunopharma, Inc. since May 2021. Between June 2016 and January 2021, Dr. Seely served as the chief executive officer and a member of the board of directors of Myovant Sciences, Inc., or Myovant, a biopharmaceutical company focused on redefining care for women and for men by developing and commercializing innovative therapies such as ORGOVYX (relugolix), approved for the treatment of men with advanced prostate cancer, and MYFEMBREE, approved for the treatment of women with uterine fibroids and heavy menstrual bleeding. Prior to joining Myovant, Dr. Seely served as chief medical officer at Medivation, Inc. from March 2005 until her retirement in October 2015. In this role, Dr. Seely led the development of XTANDI (enzalutamide) from the first-in-human clinical trial through global approvals for the treatment of men with castration-resistant prostate cancer. Dr. Seely previously served as vice president of clinical development at Anevisa, Inc. (formerly Corgentech Inc.), Cyctc Health Corporation and ProDuct Health, Inc., and began her career as an associate director of clinical development at Chiron Corporation. Dr. Seely received a B.A. in journalism from the University of Oklahoma and an M.D. from the University of Oklahoma College of Medicine. She completed her residency and served as chief resident in internal medicine at Yale-New Haven Hospital, and she completed her fellowship in endocrinology and metabolism at the University of California, San Diego. We believe Dr. Seely is qualified to serve on our board of directors due to her extensive healthcare and life sciences experience.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF JEFFREY ALBERS, MARK GOLDBERG, M.D., AND NICHOLAS LYDON, PH.D., TO SERVE AS CLASS I DIRECTORS.

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CORPORATE GOVERNANCE

General

Our board of directors believes that good corporate governance is important to ensure that our company is managed for the long-term benefit of stockholders. This section describes key corporate governance guidelines and practices that our board of directors has adopted. Complete copies of our corporate governance guidelines, committee charters and code of conduct are available on the “Investors & Media — Corporate Governance” section of our website, which is located at http://ir.blueprintmedicines.com. Alternatively, you can request a copy of any of these documents by contacting us at Blueprint Medicines Corporation, 45 Sidney Street, Cambridge, Massachusetts 02139, Attn: Investor Relations, telephone: (617) 714-6674, e-mail: ir@blueprintmedicines.com.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

Our board of directors has adopted a written code of business conduct and ethics, as amended, that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of business conduct and ethics is available on the “Investors & Media — Corporate Governance” section of our website, which is located at http://ir.blueprintmedicines.com. We intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K.

Our board of directors has also adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our company and our stockholders. A copy of our corporate governance guidelines is available on the “Investors & Media — Corporate Governance” section of our website, which is located at http://ir.blueprintmedicines.com.

Board Leadership Structure and Risk Oversight

Board Leadership Structure

Under our corporate governance guidelines, the positions of chairperson our board of directors and of chief executive officer may, but need not be, the same person. Additionally, our corporate governance guidelines provide that if the chairperson of the board of directors is not an independent director, then the independent directors may elect one independent director to serve as the lead independent director.

Until June 2021, Daniel Lynch served as chairperson of the board of directors. When his tenure ended in June 2021, Jeffrey W. Albers, our president and chief executive officer, became chairperson of the board. Because Mr. Albers is employed by us, the board does not consider him to be an “independent” director. Therefore, in June 2021, the board designated Lynn Seely as our lead independent director. Dr. Seely’s service as lead independent director provides an effective independent voice in our leadership structure, encouraging objective oversight of management’s performance and enhancing the effectiveness of the board of directors as a whole. As lead independent director, Dr. Seely presides over meetings of our independent directors, serves as a liaison between our executive chairman and the independent directors and performs such additional duties as our board of directors may otherwise determine and delegate.

Currently, the roles of chairperson and chief executive officer are separated. On April 4, 2022, Mr. Albers transitioned from his prior role as our president and chief executive officer and became executive chairman of the board of directors, and Kathryn Haviland became our president and chief executive officer and a member of our board. Assuming that Mr. Albers is reelected as a director at the 2022 annual meeting, Mr. Albers will serve as executive chairman of the board of directors through December 31, 2022, with continued service as chairman of the board of directors thereafter. Mr. Albers possesses detailed and first-hand knowledge of the issues, opportunities, and challenges facing our business, making him well-suited to preside over meetings of, and oversee, our board of directors. Because Mr. Albers has been employed by us in his role as president and chief executive officer, and continues to be employed by us in his role as executive chairman, the board does not consider him to be an “independent” director in his role as executive chairman of the board and does not expect to consider him to be “independent” in his role as chairman of the board of directors.

Our board of directors has four standing committees that currently consist of, and are chaired by, independent directors. Our board of directors delegates substantial responsibilities to the committees, which then report their activities and actions back to the full board of directors. We believe that the independent committees of our board of directors and their chairpersons promote effective independent governance. Meanwhile, the extensive company-specific experience and expertise of Mr. Albers and Ms. Haviland, together with the outside experience, oversight and expertise of our independent directors, allows for differing perspectives and roles regarding strategy development that benefit our stockholders.

We believe that our current leadership structure provides effective independent director oversight of management, while allowing our board to benefit from Mr. Albers’ and Ms. Haviland’s experience and leadership in our business, enabling Mr. Albers and Ms. Haviland to act as key links between our board of directors and other members of management and enhancing our ability to communicate our strategy clearly and consistently to our investors, employees and partners. We and our board of directors continue to review the leadership structure of the board on a regular basis.

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Risk Oversight

Our board of directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our board of directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our company, our board of directors addresses the primary risks associated with those operations and corporate functions. In addition, our board of directors reviews the risks associated with our company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Each committee of our board of directors also oversees the management of our company’s risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our chief executive officer reports to the audit committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our audit committee meets privately with representatives from our independent registered public accounting firm and our chief executive officer. The audit committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our board of directors regarding these activities.

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 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 Securities Exchange Act of 1934, as amended, or 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 our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other committee of the board of directors, 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, the board of directors must consider, for each member of a compensation committee 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.

Our board of directors annually undertakes a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Jeffrey W. Albers and Kathryn Haviland, is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. Mr. Albers is not an independent director under Rule 5605(a)(2) because he is currently employed as our executive chairman and, until April 4, 2022, was employed as our president and chief executive officer. Ms. Haviland is not an independent director under Rule 505(a)(2) because she is currently employed as our president and chief executive officer and, until April 4, 2022, was previously employed as our chief operating officer. Our board of directors also determined that Charles A. Rowland, Jr., Daniella Beckman, Lonnel Coats and Mark Goldberg, who comprise our audit committee, Lynn Seely, Lonnel Coats, and Charles A. Rowland, Jr., who comprise our compensation committee, Daniel Lynch, who served on our compensation committee until his tenure on our board of directors ended in June 2021, and George D. Demetri, Lonnel Coats and Nicholas Lydon, who comprise our nominating and corporate governance committee, satisfy the independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable, including in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act and in the case of all members of the compensation committee, the independence requirements contemplated by Rule 10C-1 under the Exchange Act. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board of Director Meetings and Attendance

Our board of directors held eight meetings and acted by unanimous written consent eight times during the year ended December 31, 2021. During the year ended December 31, 2021, 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 except Ms. Beckman, who joined our board of directors on December 8, 2021 and missed one meeting of the board of directors.

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Although we do not have a formal policy regarding attendance by members of our board of directors at our annual meeting, we encourage all of our directors to attend. All members of our board of directors who were then directors attended our 2021 annual meeting of stockholders other than Mr. Lynch, whose term expired at our 2021 annual meeting of stockholders.

Communicating with the Board of Directors

Our board of directors will give appropriate attention to written communications that are submitted by stockholders or other interested parties and will respond if and as appropriate. The chairman of the board of directors is primarily responsible for monitoring communications from stockholders and other interested parties and for providing copies or summaries to the other directors as he considers appropriate.

Stockholders who wish to send communications on any topic to our board of directors (or any individual director) should address such communications to Blueprint Medicines Corporation, Attention: Board of Directors, 45 Sidney Street, Cambridge, Massachusetts 02139. Upon receipt of such communications, the correspondence will be directed to the appropriate person, including individual directors. A copy of any such written communication may also be forwarded to the company’s legal counsel and a copy of such communication may be retained for a reasonable period of time. You may submit your concern anonymously or confidentially.

The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The company has also established a toll-free telephone number for the reporting of such activity, which is 1-844-857-5642.

Committees of the Board of Directors

We have established an audit committee, a compensation committee, a nominating and corporate governance committee and a research and development 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 “Investors & Media — Corporate Governance” section of our website, which is located at http://ir.blueprintmedicines.com.

Audit Committee

Our audit committee’s responsibilities include:

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The members of our audit committee are Charles A. Rowland, Jr., Daniella Beckman, Lonnel Coats and Mark Goldberg. Mr. Rowland serves as chair of the audit committee. Our board of directors has determined that each of Mr. Rowland and Ms. Beckman qualifies as an “audit committee financial expert” within the meaning of applicable SEC rules. The audit committee held five meetings and acted by unanimous written consent one time during the year ended December 31, 2021.

Compensation Committee

Our compensation committee’s responsibilities include:

The members of our compensation committee are Lynn Seely, Lonnel Coats and Charles A. Rowland, Jr. Dr. Seely serves as chair of the compensation committee. Daniel Lynch served as chair of the compensation committee in 2021 until his tenure on our board of directors ended in June 2021. The compensation committee held eight meetings and acted by unanimous written consent sixteen times during the year ended December 31, 2021.

The compensation committee may delegate its authority to our chief executive officer to grant certain equity awards to certain individuals, and our compensation committee has delegated such authority to Mr. Albers with respect to certain equity awards. For more information, please see “Compensation Discussion and Analysis—Overview of Executive Compensation Process.”

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee’s responsibilities include:

The members of our nominating and corporate governance committee are George Demetri, Lonnel Coats and Nicholas Lydon. Dr. Demetri serves as chair of the nominating and corporate governance committee. The nominating and corporate governance committee held two meetings during the year ended December 31, 2021.

Research and Development Committee

Our research and development committee’s responsibilities include providing:

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The members of our research and development committee are Nicholas Lydon, Alexis Borisy, George D. Demetri, Mark Goldberg and Lynn Seely. Dr. Lydon serves as chair of the research and development committee. The research and development committee held one meeting during the year ended December 31, 2021.

Director Nomination Process

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the nominating and corporate governance committee and our board of directors.

Criteria

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 experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing, accomplishments in the candidate’s respective field, the candidate’s reputation for high ethical and moral standards, the candidate’s time and ability to devote to the affairs of the company, and to the extent applicable, the candidates history of actively contributing to any boards of directors on which the candidate previously served.

The director biographies on pages 6-9 of this proxy statement indicate each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and our board of directors to conclude such individual should continue to serve as a director. Our nominating 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.

The nominating and corporate governance committee board are committed to equity, diversity and inclusion. We believe that our board of directors, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. While our nominating and corporate governance committee does not assign any particular weighting of diversity or any other characteristic, the committee and our board of directors take diversity into consideration, including with respect to gender, race and national origin, in evaluating nominees and directors. Our nominating and corporate governance committee’s and our board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders.

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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 and a statement as to the amount of our beneficially owned common stock held by the stockholder or group of stockholders making the recommendation as of the date such recommendation is made, to Blueprint Medicines Corporation, Attention: Nominating and Corporate Governance Committee, 45 Sidney Street, Cambridge, Massachusetts 02139. Assuming that appropriate biographical and background material has been provided on a timely basis, 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 the board 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 bylaws 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 under “Stockholder Proposals.”

Our Corporate Social Responsibility Efforts

At Blueprint Medicines, we believe that when we work together, the impact of our collective efforts can make a profound impact on patients, our employees and the communities where we live and work. We understand the importance of expanding our corporate citizenship and sustainability efforts and we are committed to making a meaningful difference by leading with our core values.

We view our corporate responsibility efforts and environmental, social and governance, or ESG, efforts as a journey. In 2022, we plan to issue our first Corporate Responsibility Report. The report will be guided by the Sustainability Accounting Standards Board (SASB) and UN Sustainable Development Goals (UN SDGs) and will be informed by topics that are important to the patients, families and healthcare providers we serve, as well as our employees, investors and community.

ESG matters are coordinated by corporate affairs and overseen by our management and our nominating and governance committee. Our ESG committee, formed in late-2021 and composed of subject matter experts from investor relations, patient advocacy, human resources, legal and compliance, research and development, supply chain, commercial, and facilities, will convene throughout the course of each year to discuss our ESG strategy and reporting. We plan to report ESG matters to our nominating and governance committee at least annually or as relevant matters occur.

Patients and Families

Putting patients first is our primary core value, and we are committed to providing patients with support and access to our therapies. To better support patients and to bring meaningful therapies to the community, we engage with and support patients through a broad range of activities such as our advisory patient council, which helps us incorporate the patient voice throughout the drug development process, the creation and distribution of patient education programs and resources which drive awareness and understanding of cancer and hematologic disease, and our work with patient advocacy organizations supporting their ability to impact communities globally. Through our patient assistance program, YourBlueprint™, we support patient access through the treatment journey. In addition, we provide global pre-approval access programs for eligible patients.

Human Capital Management and Equity Diversity and Inclusion

We are committed to creating an environment where employees feel empowered to do their best work. We promote a culture of transparency, curiosity and diversity where our employees are encouraged to live by our core values.

We provide our employees with robust compensation packages, including competitive base pay, incentive compensation and equity programs, and provide a broad range of benefits, including 401(k) plan (pension outside the U.S.), healthcare and insurance benefits, paid time off, paid family and medical leave, flexible work environment and schedules, and various innovative health and wellness programs. In addition, we are committed to the continuing education and professional development of our employees, who

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can take advantage of various learning opportunities, such as our mentorship program, skill builder accelerator programs, and various training programs. We also support a range of internal and external career development, mentorship, and networking programs focusing on communities of color, women, and the LGBTQ+ community.

At Blueprint Medicines, we support efforts to promote equity, diversity and inclusion, or ED&I, through activities and programs that increase understanding and celebrate the diversity of our employees and the communities we serve, as well as direct efforts to recruit, retain, and develop a diverse workforce. Our efforts are driven by an employee-led ED&I committee, with support and guidance from our executive team. Recent educational and culture-building ED&I initiatives have included an employee storytelling event centered on social justice, quarterly “ED&I Circle” discussion forums, company-wide unconscious bias trainings, and an educational program focused on environmental disparities related to racial and economic inequality in Boston area communities. In addition, we partnered with two non-profit organizations, Life Science Cares’ Project Onramp and American Chemical Society’s Project Seed, to expand the diversity and community impact of our intern program, resulting in the majority of our 2021 intern class coming from traditionally underrepresented groups in the biopharmaceutical industry. In 2021, we were recognized by Energage with a 2021 Top Workplaces Culture Excellence - DE&I Practices Award.

Environmental Impact

Blueprint Medicines is committed to operating our business in a sustainable manner and limiting our environmental impact. Our Green Team coordinates internal educational seminars to raise awareness and provide resources on environmental issues. We have also sponsored waste reduction programs including composting and recycling efforts. We provide commuter benefits, including bike-to-work and public transportation subsidies, to help reduce carbon emissions.

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Percy Carter, Ph.D., has served as our chief scientific officer since May 2021. Dr. Carter previously served as chief scientific officer at FibroGen, Inc. from September 2020 and May 2021. From June 2019 and September 2020, he served as global head of discovery sciences at Janssen Pharmaceuticals, Inc., a division of Johnson & Johnson, where he led more than 700 employees comprising several key research and discovery functions, and drove the synthetic discovery strategy in collaboration with partners across various therapeutic areas. From August 2001 to May 2019, Dr. Carter held roles of increasing responsibility in drug discovery, covering all therapeutic areas, drug platforms and stages of discovery at Bristol-Myers Squibb Company, or BMS, including serving as senior vice president and head of discovery between November 2018 and May 2019. Prior to his experience at BMS, he was senior research scientist in chemical and physical sciences at DuPont Pharmaceuticals Company, until it was acquired by BMS in 2001. Dr. Carter is an inventor or co-inventor on more than 28 U.S. patents, and has authored or co-authored numerous peer-reviewed publications. Dr. Carter received an A.B. in Chemistry from Dartmouth College and a Ph.D. in Organic Chemistry from Harvard University. In addition, he received an M.B.A. from Massachusetts Institute of Technology.

Debra Durso-Bumpus has served as our chief people officer since February 2020. She has been with us since April 2015 and previously served as our senior vice president, human resources. With more than fifteen years of experience focused on leading business’s through expediential growth and complexity, building organizational capabilities, and shaping high performance culture, Ms. Durso-Bumpus has operated in a number of leadership positions. Prior to joining our company, she served as the interim head of human resources at Cubist Pharmaceuticals, Inc. or Cubist, where she was appointed to lead the post-merger human resource integration following the acquisition of Cubist by Merck & Co., from January 2015 to April 2015. Between April 2009 and the acquisition, Ms. Durso-Bumpus served as the global head for talent management and organizational development at Cubist, where she was primarily responsible for building talent and leadership strength and depth while managing growth on a global scale to create a cohesive and highly differentiated culture. Ms. Durso-Bumpus serves as a member of the board of directors for the Massachusetts Biotechnology Education Foundation, a nonprofit organization committed to supporting science and biotechnology education in Massachusetts through school programs, workforce training and lifelong learning. Ms. Durso-Bumpus received a B.S. in business management from Bentley University.

Becker Hewes, M.D. has served as chief medical officer since January 2021. Dr. Hewes previously served as our senior vice president of clinical development from May 2020 to January 2021. Prior to joining us, he served as chief medical officer of Repertoire Immune Medicines, Inc. from February 2017 to May 2020, where he built their multidisciplinary clinical and biomarker team and advanced its immuno-oncology programs into clinical development. From June 2013 to February 2017, Dr. Hewes served as executive director of translational clinical oncology at the Novartis Institutes for BioMedical Research where he led clinical development and translational medicine teams. Prior to joining Novartis, he worked at AstraZeneca PLC, Genzyme Corporation and Wyeth Pharmaceuticals Inc. where he led registration programs. Dr. Hewes brings 20 years of industry and clinical experience in oncology and hematology to our company. Dr. Hewes holds an M.D. from the Georgetown University of Medicine and a B.S. from Vanderbilt University.

Ariel Hurley has served as our vice president, finance and controller since February 2019. Ms. Hurley previously served as our Senior Director, Controller from January 2016 to December 2018 and as our Director, Controller from September 2014 to December 2015. Prior to joining us, Ms. Hurley served in various accounting and finance roles at Millennium Pharmaceuticals, Inc. (now a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited) from December 2005 to September 2014. Ms. Hurley began her career at Deloitte & Touche, LLP. She earned her certified public accountant license in Massachusetts. Ms. Hurley received a B.S. in accounting from Providence College.

Michael Landsittel has served as our chief financial officer since January 2019. Mr. Landsittel previously served as our vice president, finance from February 2016 to January 2019 and as our senior director, finance from September 2014 to February 2016. Prior to joining our company, Mr. Landsittel served as senior director, finance at Algeta ASA from October 2012 to July 2014, as

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director, finance at Infinity Pharmaceuticals, Inc. from March 2012 to October 2012 and held various business development and strategic planning roles of increasing responsibility at Genzyme Corporation from August 2002 to March 2012. Mr. Landsittel began his career at Arthur Andersen LLP, and he earned his certified public accountant license in Illinois. Mr. Landsittel received a B.B.A from the University of Michigan and an M.B.A. from the Tuck School of Business at Dartmouth College.

Philina Lee, Ph.D., has served as our chief commercial officer since April 4, 2022. Dr. Lee previously served as our senior vice president, head of portfolio strategy and program management from January 2021 to April 2022, our vice president, marketing and precision medicine from August 2019 to December 2020, our vice president, commercial strategy and operations from July 2017 to August 2019 and as our senior director, new product strategy and development from August 2014 to June 2017. Previously, Dr. Lee held product strategy and marketing roles of increasing responsibility at Algeta ASA, Sanofi S.A. and Genzyme Corporation. Dr. Lee also serves on the board of Fusion Pharmaceuticals, as a member of the nomination and governance and the research and development committees. Dr. Lee earned a B.S. in biochemistry from the University of Alberta, and a Ph.D. in cell biology from the Massachusetts Institute of Technology.

Tracey L. McCain, Esq. has served as our executive vice president and chief legal officer since September 2016 and as our chief compliance officer since June 2017. Prior to joining us, from January 2016 to September 2016, Ms. McCain served as senior vice president and head of legal of Sanofi Genzyme, a global business unit of Sanofi S.A., or Sanofi. Ms. McCain held roles of increasing responsibility after joining Genzyme Corporation, or Genzyme, in May 1997, including becoming its general counsel after Genzyme was acquired by Sanofi in 2011. In her capacity as senior vice president and general counsel of Genzyme from May 2011 to December 2015, she oversaw all aspects of its legal department in the United States and Europe, including general corporate, commercial and intellectual property matters. Prior to joining Genzyme, Ms. McCain was an associate at the law firm Palmer & Dodge LLP. Ms. McCain has served as a member of the board of directors of Kiniksa Pharmaceuticals, Ltd. since 2018 and currently serves on its audit committee. She has also served as a member of the board of directors of ImmunoGen, Inc. since December 2021 and currently serves on its audit committee. Ms. McCain holds a B.A. from the University of Pennsylvania with a major in political science and a J.D. from Columbia University School of Law.

Christopher K. Murray, Ph.D. has served as our senior vice president, technical operations since October 2017. Prior to joining us, from January 2014 to May 2017, Dr. Murray served as vice president, technical operations at ARIAD Pharmaceuticals, Inc., or ARIAD. In this role, Dr. Murray oversaw all aspects of commercial and clinical manufacturing, supply chain and logistics, process development, quality control and analytical chemistry for ARIAD’s approved products and product candidates, including Iclusig® (ponatinib) and Alunbrig® (brigatinib). From 2004 to December 2013, Dr. Murray held multiple roles of increasing responsibility at ARIAD related to process development, manufacturing and clinical supply. Prior to joining ARIAD, Dr. Murray served in various positions with Allos Therapeutics, Inc. and Hauser Inc. related to clinical and commercial manufacturing and supply of active pharmaceutical ingredient. Dr. Murray holds a B.S. from Hope College with a major in chemistry and a Ph.D. in chemistry from the University of Chicago.

Fouad Namouni, M.D. has served as our president, research and development, since September 2020. Prior to joining us, Dr. Namouni served in leadership roles at Bristol-Myers Squibb Company since 1999. Most recently, he served as senior vice president and head of oncology development from August 2016 to April 2020 with the responsibility for driving product development plans across a portfolio of drug candidates. Previously, Dr. Namouni served as head of global medical affairs from September 2015 to September 2017 and head of development for Opdivo (nivolumab) and Yervoy (ipilimumab) from January 2011 to September 2015. Dr. Namouni has served as a member of the board of directors of Aprea Therapeutics, Inc. since June 2020. Dr. Namouni brings more than 20 years of oncology and cancer immunotherapy drug development expertise. He holds an M.D. from the University of Annaba Medical School in Algeria and a Pediatrics degree from Université Rene Descartes in Paris, France. Additionally, Dr. Namouni has received a Pediatric Oncology and Hematology degree and a M.S. in clinical and experimental pharmacology from Université Paris-Sud in France.

Christina Rossi has served as our chief operating officer since April 4, 2022 and previously served as our chief commercial officer from October 2018 to April 2022. Prior to joining us, from January 2015 to October 2018, Ms. Rossi served as the Multiple Sclerosis business unit head, North America, at Sanofi Genzyme, a global business unit of Sanofi S.A. In this role, she was responsible for all aspects of the financial performance of Sanofi Genzyme’s multiple sclerosis franchise and increased market share for existing products, led the launch of new therapies and optimized operations to accelerate patient access. Previously, Ms. Rossi served as vice president, Multiple Sclerosis Sales at Sanofi Genzyme form May 2014 to December 2015 and vice president, Multiple Sclerosis Patient and Provider Services at Sanofi Genzyme from June 2012 to May 2014. Prior to joining Sanofi Genzyme, Ms. Rossi served in various roles at Biogen, Inc., or Biogen, including head, commercial strategy for Eidetica Biopharma GmbH, Biogen’s biosimilar-focused venture, and U.S. brand leader for TYSABRI® (natalizumab). In addition, Ms. Rossi consulted in the healthcare practice at the Boston Consulting Group. Ms. Rossi holds a B.S. in biology, cum laude, from Duke University and an M.B.A. from Harvard Business School.

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As described in more detail below, based on the significant advances that we made on our 2021 corporate performance goals (including the overachievement on some goals balanced against the underachievement of others), upon the recommendation of our compensation committee, our board of directors determined that we achieved our 2021 corporate performance goals at 120.0%.

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Our compensation committee seeks to ensure that our compensation program is aligned with the interests of our stockholders and our business goals and that the total compensation paid to each of our named executive officers is fair, reasonable and competitive. As described in more detail below, key elements of our compensation program include the following:

In addition to our direct compensation elements, the following features of our compensation program are designed to align with stockholder interests and market best practices while being able to achieve our stated objectives and philosophy and support our ambitious business goals:

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Compensation Objectives and Philosophy

Our compensation committee believes that the most effective compensation program is one that rewards value creation for stockholders and progress towards achieving our mission and that promotes company performance. The objectives of our compensation program are to:

To achieve its objectives, our compensation committee evaluates our executive compensation program with the goal of setting total compensation at levels that align with our culture, total rewards strategy, size and life stage. Specifically, our compensation committee targets key elements of our compensation programs as follows:

We believe that targeting overall compensation in this manner is necessary and appropriate in order to attract and retain the quality of talent we need to successfully grow our business, achieve our challenging goals, sustain strong performance, and seek to ensure that compensation levels are competitive with those of other companies against which we compete for talent. In addition, we believe this approach to overall compensation creates a strong alignment with stockholder value and encourages long-term value creation. However, any given individual employee’s compensation may vary from the targeted pay framework, based on the unique responsibilities and requirements of his or her position, his or her experience and other qualifications, internal parity relative to similar positions within the company, and individual or company performance relative to performance goals and the peer group to ensure appropriate pay-for-performance alignment. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, we generally strive to provide our named executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance.

Annual Say-on-Pay Vote on Executive Compensation

The compensation committee considered the results of the non-binding, stockholder advisory votes on the compensation of our named executive officers conducted at our 2021 annual meeting of stockholders, commonly referred to as a “say-on-pay” vote. As

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reported in our current report on Form 8-K, filed with the SEC on June 4, 2021, approximately 98% of the votes cast on the proposal expressed support for the compensation program offered to our named executive officers as disclosed in last year’s proxy statement. The compensation committee appreciated this support and believes it indicates that our stockholders are supportive of the current executive compensation structure and policies. As such, the committee made no changes to our executive compensation program as a result of the say-on-pay vote.

Further, our board of directors has elected to conduct the say-on-pay vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our named executive officers each year. We will be conducting our annual say-on-pay vote as described in Proposal 2 of this proxy statement at our 2022 annual meeting of stockholders. Our board of directors and our compensation committee will consider the outcome of the say-on-pay vote, as well as feedback received throughout the year, when making compensation decisions for our named executive officers in the future. Following our 2022 annual meeting, the next say-on-pay vote will be held at the 2023 annual meeting of stockholders.

Overview of Executive Compensation Process

Role of Management. As a part of determining named executive officer performance and compensation, our compensation committee receives recommendations from our chief executive officer, other than with respect to his or her own compensation and performance. Our chief executive officer’s performance is evaluated and approved directly by the compensation committee, taking into account input from our board of directors. Evaluations of each of our named executives are based on our overall corporate performance against annual goals that are approved by the board of directors at the beginning of each year and, in the case of executive officers other than our chief executive officer, the achievement of individual goals, as discussed in more detail below. The evaluation of our chief executive officer is based solely on our corporate performance goals, in recognition of his or her overall responsibility for our corporate performance and to incentivize the chief executive officer to drive the execution of our strategic plans and achievement of our corporate goals.

Role of the Compensation Consultant. The compensation committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the compensation committee in performing its responsibilities. The compensation committee may terminate the services of the consultant if the compensation committee deems it appropriate. In 2021, the compensation committee utilized the services of Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon (formerly known as Radford), to assist it in fulfilling its responsibilities. Aon was retained exclusively by the compensation committee and has not been retained by management to perform any work for the company other than projects performed at the direction of the compensation committee. Aon provides analysis and recommendations regarding:

In addition, we subscribe to Aon’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. Aon advised the compensation committee on all of the principal aspects of executive compensation, including executive new hire compensation arrangements. Aon consultants attend meetings of the compensation committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. Aon reports to the compensation committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. The compensation committee annually evaluates its engagement of compensation consultants, and selected Aon to advise with respect to compensation matters based on Aon’s industry experience and reputation, which our compensation committee concluded give Aon useful context and knowledge to advise it. The compensation committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Aon from independently advising the compensation committee.

Role of the Compensation Committee. The compensation committee works closely with Aon throughout the year to develop our executive compensation program and to align pay with performance, stockholder interests, and pay at our peer companies. Annual base salaries for the year, and annual performance-based cash incentives and equity incentive awards for all employees for the prior year are generally determined in the first quarter of the year based on company and individual performance of the prior year, as well as other factors, including compensation trends in the biopharmaceutical industry and among our benchmark peers.

Our compensation committee has delegated authority to our chief executive officer to make equity awards under our 2015 Plan to any new hire, or replacement or substitute hire of the company or its subsidiaries and existing employees of the company or any of its subsidiaries in connection with promotions, employee recognition or exceptional performance, in each case, subject to

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certain limitations. In particular, our chief executive officer is not authorized to grant equity awards (i) to an employee who is a senior vice president (or above) or a direct report to the chief executive officer; (ii) to an employee who is an officer or director of the company or its subsidiaries and is subject to Section 16 of the Exchange Act; (iii) to an employee who is at the time of grant, or who is anticipated to become during the term of the applicable equity award, a “covered employee”, as defined in Section 162(m)(3) of the Internal Revenue Code; (iv) to himself or herself; or (v) to any other person that our board of directors or compensation committee, respectively, may from time to time designate in writing as not being eligible to receive equity awards under the authority delegated to the chief executive officer. In addition, the number of shares underlying any equity awards granted by our chief executive officer must be within the range specified by our compensation committee for these awards, and the aggregate number of shares underlying equity awards that our chief executive officer may grant in any one calendar year or to any person in any one calendar year must be within specified limits established by our compensation committee. The exercise price of stock options must be equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant, and all equity awards must have vesting terms consistent with those approved by our compensation committee. In addition, our chief executive officer is required to maintain a list of equity awards granted pursuant to such delegated authority and periodically report to our compensation committee regarding such awards.

With respect to any equity awards granted by our chief executive officer to new hires, our chief executive officer approves the awards in connection with such hires and provides that the awards are to be granted to the new hires on the first day of the calendar month following the date of such new hires’ first date of regular employment. With respect to any equity awards granted by our chief executive officer to employees in connection with mid-year promotions, our chief executive officer approves the awards in connection with such promotions and provides that the awards are to be granted on July 1 of the applicable year.

Notwithstanding the delegation of authority to our chief executive officer to grant certain equity awards in connection with new-hires and promotions, our compensation committee approves all equity awards that are a) granted under the 2020 Plan or 2015 Plan and b) in connection with annual promotions as part of our annual compensation review process.

Defining and Comparing Compensation to Market Benchmarks

In evaluating the total compensation of our named executive officers, our compensation committee, using information provided by Aon, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:

Based on these criteria, our peer group for 2021, referred to as our 2021 peer group, as approved by our compensation committee, was comprised of the following 20 companies:

The compensation committee believes the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers. Such information provides a solid reference point for making decisions and useful context. Notwithstanding the similarities of our peer group to our Company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive’s performance against established corporate goals and individual objectives, may require that our compensation committee vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances. We believe that the compensation practices of our 2021 peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers during 2021.

For purposes of compensation for 2022, our compensation committee, with the advice of Aon, examined our 2021 peer group in light of our continued growth throughout 2021, which we anticipate to continue in 2022, the stage of commercialization and development of our approved drug and clinical programs and changes in our market capitalization. With reference to market

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capitalization, therapeutic area, stage of development, number of employees and other key business metrics, as well as whether the companies in our 2021 peer group suffered any clinical setbacks or experienced reduced growth, our compensation committee approved the following 17 companies as our 2022 peer group:

* addition to 2022 peer group from the 2021 peer group

# Acceleron Pharmaceuticals Inc. was subsequently removed from our 2022 peer group when it was acquired in November 2021

Based on the considerations described above, six companies that were in our 2021 peer group were not included in our 2022 peer group — bluebird bio, Inc., Deciphera Pharmaceuticals, Inc., FibroGen, Inc., Global Blood Therapeutics, Inc., Intercept Pharmaceuticals, Inc. and Seagen, Inc.

Executive Compensation Elements

The primary elements of our executive compensation program are base salary, annual performance-based cash incentives and equity incentive awards. Our compensation committee uses sound judgment to allocate long-term and short-term compensation for our named executive officers, in alignment with our pay-for-performance philosophy and the long-term interests of stockholders. After reviewing information provided by our compensation consultant and other relevant data, our compensation committee exercises its judgment to determine what it believes to be the appropriate level and mix of the various compensation components. We generally strive to provide our named executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance. Ultimately, the objective in allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain talent, while providing incentives to maximize long-term value for our company and our stockholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward performance on an annual basis and in the form of incentive compensation to incent and reward performance based on specific annual goals. To further focus our executives on longer-term performance, we rely upon equity-based awards that vest over a meaningful period of time, thereby reinforcing stockholder value creation.

In addition, we provide our executives with benefits that are available to all employees, including medical, vision and dental insurance; life and disability insurance; medical and dependent care flexible spending accounts; a 401(k) plan; and an opportunity to invest in our company pursuant to our employee stock purchase plan. We offer our executives severance benefits upon an involuntary or constructive termination, as we believe such post-employment compensation protections are appropriate in light of similar benefits available to executive officers at companies in our peer group. We also offer our executives additional severance benefits in connection with change-in-control situations. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our stockholders because they incentivize senior executives to continue to strive to achieve stockholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our company and our stockholders.

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. However, on an annual basis, our compensation committee reviews and evaluates, with input from our chief executive officer, the need for adjustment of the base salaries of our executive officers (other than our chief executive officer), and our compensation committee reviews and evaluates, without input from our chief executive officer, the need for adjustment of the base salary of our chief executive officer, in each case, based on among other things, changes and expected changes in the scope of an executive officer’s responsibilities, including promotions, the individual contributions made by and performance of the executive officer during the prior year, our overall growth and development as a company and general salary or other market trends in our industry.

In February 2021, our compensation committee approved salary increases for each of our named executive officers (other than Dr. Carter, who joined the company in May 2021) based on a review of market data provided by Aon, the current compensation levels of our named executive officers, the company’s performance against the 2020 corporate performance goals and, in the case of

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executive officers other than our chief executive officer, each executive officer’s achievement of individual goals. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our named executive officers:

*Includes a market adjustment to align with the 50th percentile of our peer group in addition to merit increase. The base salary of Messrs. Albers and Landsittel were consistently below the 50th percentile of our peer group in prior years notwithstanding salary adjustments in previous years to bring their base salary closer to the 50th percentile of our peer group

Annual Performance-Based Cash Incentives

Our board of directors has adopted a senior executive cash incentive bonus plan, or the executive bonus plan, which provides for cash bonus payments to eligible executives based upon the attainment of performance targets established by the compensation committee for each executive during the first quarter of the applicable fiscal year. The payment targets are related to individual performance measures or objectives (other than for our chief executive officer), which we refer to as individual performance goals, and corporate financial and operational measures or objectives, which we refer to as corporate performance goals. Other than for our chief executive officer whose target award opportunity is solely based on corporate performance goals, the target award opportunity for each of our named executive officers is based 25% on individual performance goals and 75% on corporate performance goals. We believe this executive bonus plan provides incentive that motivates and rewards achievement of performance goals that directly correlates to enhancement of stockholder value, consistent with our compensation philosophy.

Each executive officer who is selected to participate in the executive bonus plan has a target award opportunity set for each performance period. Subject to the rights contained in any agreement between the executive officer and the company, an executive officer must be employed by the company on the bonus payment date to be eligible to receive a bonus payment. The executive bonus plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion, but the compensation committee did not approve any such additional bonuses in 2021. Each of our named executive officers is eligible to participate in the executive bonus plan. Our compensation committee caps annual cash incentive program payouts in any given year at 150% of the target payout level.

Below is the list of the company’s 2021 corporate performance goals and relative weighting assigned to each goal, which were approved by our board of directors and considered by our executive leadership team and compensation committee in their respective assessment of the company’s achievement of corporate performance goals for 2021:

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Based on the recommendation of our compensation committee (including the overachievement on some goals balanced against the underachievement of others), our board determined that our company achieved the 2021 corporate performance goals at 120.0%, as set forth in the table below.

The individual objectives in 2021 assigned to our named executive officers other than our chief executive officer were as follows:

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Based on company and individual performance, the compensation committee approved the following 2021 cash incentive payments for each of our named executive officers:

Equity Incentive Awards

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. Accordingly, our compensation committee and board of directors periodically review 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 and RSUs.

Equity compensation represents the largest at-risk component of our named executive officers’ compensation arrangements. We believe that it is appropriate to align the interests of our named executive officers with those of our stockholders to achieve and sustain long-term stock price growth. For employees at or above the vice president level, including our executive officers, our compensation committee granted a combination of stock options and RSUs in connection with their annual equity awards at a fixed ratio. The compensation committee structured the mix of equity vehicles and the relative weight assigned to each type of award to motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases, and to ensure some amount of value delivery through the RSUs, which are complementary because they have upside potential but deliver some value even if the stock price does not go up, while also reinforcing an ownership culture and commitment to us. We also expect to generally grant stock options and RSUs to executive officers in the form of initial grants and on an annual basis in subsequent years. None of our named executive officers are currently party to an employment agreement that provides for an automatic equity award.

Any initial equity awards granted to executive officers in connection with the commencement of their employment are typically granted on the first day of the calendar month following the date of such new hires’ first date of regular employment, and any annual equity awards granted to executive officers are typically granted in the first quarter of the year following the applicable performance period. Any stock options granted to our executive officers will have an exercise price equal to the closing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant, will have time-based vesting and will expire ten years after the date of grant. The initial stock options granted to executive officers upon the commencement of their employment vest as to 25% of the shares underlying the option on the first anniversary of the grant date and as to an additional 1/48^th of the shares underlying the option monthly thereafter, subject to the executive officer’s continued employment. The annual stock options granted to executive officers vest as to 1/48^th of the shares underlying the option on the one-month anniversary of the grant date and as to an additional 1/48^th of the shares underlying the option monthly thereafter, subject to the executive officer’s continued employment. Upon a termination of employment, vesting for any stock options granted to executive officers will cease and exercise rights will

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generally cease three months thereafter. Each RSU granted to our executive officers will have time-based vesting and will entitle the executive officer to one share of our common stock if and when the RSU vests. Any initial RSUs granted to executive officers upon the commencement of their employment and any annual RSUs granted to executive officers vest as to 25% of the shares underlying the RSU award on the first anniversary of the grant date and as to an additional 25% of the shares underlying the RSU award annually thereafter, subject to the executive officer’s continued employment. Vesting for any RSUs granted to executive officers will cease upon termination of employment. In specified termination and change-in-control circumstances, equity awards held by our named executive officers are subject to accelerated vesting. See “—Severance and Change-in-Control Benefits” below for further information.

In determining the size of the equity awards to our named executive officers, our compensation committee, with assistance from Aon, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, the company’s broader organizational equity needs and overall dilution, as well as industry and peer group benchmark data. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels.

In February 2021, our compensation committee granted stock options and RSUs to our named executive officers (other than Dr. Carter, who joined the company in May 2021) in the amounts set forth in the table below, generally aligning competitive equity award grants with the 65^th percentile of our peer group. In connection with Dr. Carter’s commencement of employment, our compensation committee granted stock options and RSUs to Dr. Carter, in the amounts set forth in the table below.

Health and Welfare Benefits. Our named executive officers are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans and commuting benefits plan, in each case, on the same basis as other employees.

401(k) Plan. We maintain a 401(k) plan that is intended to qualify under Section 401(k) of the Internal Revenue Service Code of 1986, as amended, or the Internal Revenue Code. In general, all of our employees, including our named executive officers, are eligible to participate in the 401(k) plan. Under the 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit. We currently match 100% of the first 2% contributed to the plan and 50% of the next 4% of compensation contributed to the plan. Matching contributions are 100% vested immediately. Matching contributions made to each of our named executive officers are included in the “2021 Summary Compensation Table” below.

Employee Stock Purchase Plan. Pursuant to our employee stock purchase plan, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of the employee stock purchase plan is to encourage our employees, including our named executive officers, to become our stockholders and better align their interests with those of our other stockholders.

Perquisites. We do not provide perquisites or personal benefits to our named executive officers other than in connection with relocation assistance for new hires on a limited basis.

No Tax Gross-ups. We do not provide for any tax gross-up payments to our named executive officers other than in connection with the tax protection of certain relocation expenses.

Other Compensation Policies and Practices

Clawback Policy. Our clawback policy covers incentive compensation paid to our executive officers, or covered executives. The policy provides that if we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement and intentional misconduct by a covered executive, our compensation committee may require the covered executive to repay to us any excess compensation received by the covered executive during the 12-month period preceding the publication of such restatement. For purposes of this policy, excess compensation means annual cash bonus and equity incentive

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compensation that is in excess of the amount such covered executive would have received, if the annual cash bonus and/or equity incentive compensation had been determined wholly or in part based on the restated financial reporting measures.

Stock Ownership Guidelines. In December 2020, our board of directors adopted stock ownership guidelines designed to ensure that our directors and senior executive officers are focused on both short- and long-term objectives and to better align their interests with other stockholders.

The guidelines provide that each of our chief executive officer and other named executive officers should achieve the ownership level associated with his or her position within five years from the date of the appointment as the chief executive officer or designation as a named executive officer, as the case may be. Each non-employee director is required to achieve the ownership level required for non-employee directors within five years from the date of his or her initial election to our board. The guidelines are determined in comparison to base salary as follows.

For the purpose of determining stock ownership levels, we include shares underlying restricted stock and restricted stock units (whether or not vested) and shares underlying “in-the-money” vested stock option awards. As of December 31, 2021, our chief executive officer and other named executive officers and our non-employee directors had each satisfied the requirements of our stock ownership guidelines.

Anti-Hedging and Pledging Policy. Our insider trading policy expressly prohibits all of our employees, including our named executive officers, as well as our directors, from engaging in speculative transactions in our stock, including buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, and buying or selling derivatives on our securities. Our insider trading policy generally prohibits all of our employees, including our named executive officers, as well as our directors, from pledging our securities as collateral for a loan, other than as may be allowed in certain exceptional and limited circumstances, with prior approval of our audit committee. To date, no such requests have been made or approved.

Tax and Accounting Considerations

We account for equity compensation paid to our employees under the rules of the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ACS Topic 718, which rules require us to estimate and record an expense over the service period of any such award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation programs and practices.

Prior to January 1, 2018, when the Tax Cuts and Jobs Act of 2017, or the Tax Act, became effective, Section 162(m) of the Internal Revenue Code, or Section 162(m), generally limited to $1 million the deduction that a public company could claim in any tax year with respect to compensation paid to each of its chief executive officer and three other named executive officers whose compensation was required to be disclosed in the proxy statement (other than the chief financial officer), unless such compensation was performance-based as determined under the Section 162(m) regulations. Under the Tax Act, the performance-based compensation exception has been repealed, subject to certain transition rules. In addition, the deduction limitation now applies to anyone serving as the chief executive officer, the chief financial officer, and the top three other most highly compensated officers, and once an executive becomes a “covered employee” under Section 162(m), the individual will continue to be a “covered employee” as long as he or she remains employed by the company. The new rules generally apply to taxable years beginning after December 31, 2017 but do not apply to compensation paid pursuant to a written binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. As a result, for fiscal years beginning after December 31, 2017, all compensation in excess of $1 million paid to the specified executives will not be deductible, subject to the transition relief. On March 11, 2021, The American Rescue Plan Act of 2021, or ARPA, was signed into law to assist in the economic and health recovery brought on by the COVID-19 pandemic. Beginning on or after January 1, 2027, the ARPA expands the applicability of Section 162(m) to also include the next five highest paid corporate officers so that the total number of covered employees subject to the $1 million deduction limitation will at least be 10. In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, our compensation committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, to maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, our compensation committee has not adopted a policy that all compensation must be deductible. Our compensation committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense.

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2022 Executive Compensation

Base Salary Compensation for Our Named Executive Officers in 2022

Mr. Albers served as our president and chief executive officer until April 4, 2022 when he became our executive chairman. In connection with Mr. Albers’ transition to the role of executive chairman, in the first quarter of 2022 the compensation committee reviewed Mr. Albers’ overall compensation and determined to maintain his base salary of $745,000 for the period beginning on January 1, 2022 and ending on April 3, 2022 and a base salary of $425,000 for the remainder of 2022. Further, in connection with Ms. Haviland’s transition to serve as our president and chief executive officer effective April 4, 2022, in the first quarter of 2022 the compensation committee reviewed Ms. Haviland’s overall compensation and determined to increase her base salary to $501,227 for the period beginning on January 1, 2022 and ending on April 3, 2022 and a base salary of $745,000 for the remainder of 2022. In addition, in the first quarter of 2022, our compensation committee approved merit increases in base salary for each of our other named executive officers effective January 1, 2022 based upon the company’s achievement of 2021 corporate performance goals, each executive officer’s achievement of individual performance goals and the comparison to the base salary of similar executive officers in our 2022 peer group. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our named executive officers:

*Includes a market adjustment to align with the 50th percentile of our peer group in addition to merit increase. Mr. Landsittel’s base salary was consistently below the 50th percentile of our peer group in prior years notwithstanding salary adjustments in previous years to bring his base salary closer to the 50th percentile of our peer group.

Cash Incentive Compensation for Our Named Executive Officers in 2022

In the first quarter of 2022, our compensation committee approved target award opportunities for each of our named executive officers for 2022. As a result of our leadership transitions, the target award opportunity for Mr. Albers will be based solely on 2022 corporate performance goals for the period starting January 1, 2022 and ending on April 3, 2022, and the target award opportunity for Ms. Haviland will be based 25% on individual performance goals and 75% on 2022 corporate performance goals for the period starting January 1, 2022 and ending on April 3, 2022 and will be based solely on 2022 corporate performance goals for the remainder of 2022. The target award opportunity for each of our other named executive officers for 2022 will be based 25% on individual performance goals and 75% on 2022 corporate performance goals. The table below shows the target award as a percentage of each named executive officer’s annual base salary in 2022, as well as the target cash incentive payment in dollars for 2022.

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In determining the 2022 actual cash incentive compensation for our named executive officers, our compensation committee and board of directors will review the performance of the company during 2022. Our compensation committee retains the discretion to adjust upward or downward any bonus award as it deems appropriate. However, as noted above, any annual performance-based cash incentive program payouts will be capped at 150% of the target payout level. We expect to pay any cash incentive compensation in the first quarter of 2023.

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