Syndax Pharmaceuticals Inc

Say-on-Pay Results

As part of the Compensation Committee’s annual review of the executive compensation program, it considers the outcome of the annual advisory vote of stockholders, commonly known as the “say-on-pay” vote. At the Company’s Annual Meeting in May 2023, approximately 98.6% of shares were cast in favor of the compensation of the Company’s NEOs in 2022.

The Compensation Committee considered this vote and believes it reflects significant support for our efforts to appropriately structure executive compensation to align with performance as well as with stockholder interests. The Compensation Committee considered the say-on-pay vote and determined not to make any significant changes to our executive compensation policies in 2023.

We value the opinions of our stockholders and we will continue to consider the results of these stockholder votes, along with other forms of stockholder input and feedback, when structuring executive pay in the future.

Role of Compensation Committee

The Compensation Committee establishes our compensation philosophy and objectives; determines the structure, components and other elements of executive compensation, or recommends them to the Board for approval; and reviews and approves the compensation of the NEO’s or recommends it for approval by the Board. The Compensation Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above.

The Compensation Committee annually reviews compensation policies and procedures to determine if any updates are needed. The Compensation Committee also makes recommendations to the Board with respect to the corporate objectives associated with our annual performance-based cash compensation program, as well as assessing the Company’s performance against those corporate objectives after the end of the year or making a recommendation to the Board as to the extent to which the Company has met those corporate objectives.

Role of the CEO

The Compensation Committee generally seeks input of our CEO when discussing the performance of, and compensation for, our executive officers, including the NEOs other than the CEO. In addition, other members of management may attend Compensation Committee meetings to provide background information or advice, or to answer Compensation Committee member questions, including with respect to the financial, accounting, tax and retention implications of various compensation discussions.

Our CEO reviews the performance of the other executive officers, including the other NEOs, annually and presents to the Compensation Committee his conclusions and other input as to their compensation, including base salary adjustments, annual performance-based cash compensation targets and payouts, and equity awards. The Compensation Committee considers the CEO’s input as one factor in its deliberations to determine the compensation of our executive officers, including for the other NEOs. The Compensation Committee gives significant weight to the CEO’s recommendations in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO.

While the CEO and other NEOs may attend Compensation Committee meetings, the CEO and other NEOs may not be present during voting or deliberations on their compensation.

Role of the Compensation Consultant

The Compensation Committee recognizes that there is a value in procuring independent, objective expertise in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors to assist it with carrying out its duties and responsibilities.

The Compensation Committee has engaged the services of an independent compensation consultant, Aon, to assist in it in connection with making executive compensation decisions. The Compensation Committee has the authority, under its charter, to retain, terminate and set the terms of the Company’s relationship with Aon or any other outside advisors that assist the Compensation Committee in carrying out its responsibilities.

The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the base salary, annual performance-based cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, and to review other market practices and trends.

The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules to determine whether Aon is independent and that no conflict of interest exists that would prevent Aon from serving as an independent advisor to the Compensation Committee. The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest.

While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

Consideration of Comparative Market Data

Relevant market and benchmark data provide a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company.

With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices.

The Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of revenue and market capitalization.

2023 Executive Compensation Peer Group

In September 2022, as the Company approached commercialization, the Compensation Committee determined that our peer group for purposes of determining the compensation of our NEOs in fiscal year 2023 would consist of Phase 2, Phase 3 and commercial stage public biopharmaceutical companies, with a preference toward companies focused on oncology. In general, the selection criteria consisted of companies with market capitalizations between $450 million and $4 billion, fewer than 500 employees, and more than $50 million in research and development expenses. Below is a list of the 18 companies that the Compensation Committee identified as our peer group for fiscal year 2023:

The Compensation Committee focused on selecting companies that in whole had similar attributes as the Company, while the companies may differ across some of the attributes.

The Compensation Committee evaluates the peer group for suitability at least annually and modifies the peer group as needed. Our Compensation Committee utilizes the compensation of executive officers of the companies in this peer group data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions. In addition to the Compensation Committee-approved peer group, the Compensation Committee also considers compensation survey data reflecting broader, size-appropriate comparisons in the biotechnology industry.

We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2023.

Compensation Positioning

For fiscal year 2023, the Compensation Committee and Board sought to position the Company’s executive pay programs, in the aggregate, at the 50th percentile of the peer group, with variances by executive. However, the amount of compensation delivered for target total cash compensation and long-term incentives are based on performance, and therefore the amount of compensation actually paid may be different – either higher or lower – than the targeted amount. In addition, the individual pay levels may be above or below the 50th percentile based on the experience of each executive officer, including the scope of the officer’s position and performance, as well as internal equity and other factors.