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IDEAYA Biosciences Inc

For the period ended May 31, 2024. Filed Apr 19, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 31, 2024 · Filed Apr 19, 2024

Use the contents to explore the available documents and sections.

IDYA$31.24+1.9%Stored close · as of Nov 6, 2026
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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

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

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐Fee paid previously with preliminary materials.

Dear Stockholder:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of IDEAYA Biosciences, Inc. (“IDEAYA”), which will be held online atwww.proxydocs.com/IDYA, on May 31, 2024 at 12:30 p.m. Pacific Time.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone or by mail. If you decide to attend the Annual Meeting online, you will be able to vote electronically or via phone using the control number on your proxy card, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your interest in IDEAYA.

Sincerely,

/s/Yujiro Hata

Yujiro Hata

President and Chief Executive Officer

7000 Shoreline Court, Suite 350

South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 31, 2024

To the Stockholders of IDEAYA Biosciences, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), will be held on Friday, May 31, 2024, at 12:30 p.m. Pacific Time. The Annual Meeting will be held entirely online in order to provide expanded stockholder access and participation, as well as improved communications. You will be able to attend and participate in the Annual Meeting online by registering atwww.proxydocs.com/IDYA. Once registered you will receive further instructions via email on how to listen to the meeting live, submit questions, and vote. The Annual Meeting will be held for the following purposes:

  1. To elect two Class II directors to hold office until the 2027 annual meeting of stockholders or until their successors are elected;

  2. To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of PricewaterhouseCoopers LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024; and

  3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders;

  4. To hold a non-binding advisory vote on the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers; and

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

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 4, 2024 (the “Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you vote as follows on the matters to be presented to stockholders at the Annual Meeting:

  1. FORthe election of the director nominees named in Proposal 1 of the Proxy Statement, to hold office until the 2027

annual meeting of stockholders or until their successors are elected;

  1. FORthe ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024, as described in Proposal 2 of the Proxy Statement;

  2. FORthe advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal 3 of the Proxy Statement; and

4.1 YEARfor the non-binding advisory vote regarding the frequency of future advisory votes by stockholders on the compensation of the Company’s named executive officers, as described in Proposal No. 4 of the Proxy Statement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

By Order of the Board of Directors

/s/ Yujiro Hata

Yujiro Hata

President and Chief Executive Officer

South San Francisco, California

April 19, 2024

TABLE OF CONTENTS

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS1
INFORMATION ABOUT THE PROXY PROCESS AND VOTING3
PROPOSAL NO. 1 ELECTION OF DIRECTORS8
Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders9
Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders9
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders10
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM13
Principal Accountant Fees and Services13
Pre-Approval Policies and Procedures13
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS14
PROPOSAL NO. 3 NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS15
PROPOSAL NO. 4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY (“SAY-ON-PAY”) VOTES BY STOCKHOLDERS ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS16
CORPORATE GOVERNANCE17
Code of Conduct and Ethics17
Corporate Governance Guidelines17
Independence of the Board of Directors17
Leadership Structure of the Board17
Role of Board in Risk Oversight Process18
Board Committees18
Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance20
Stockholder Communications with the Board of Directors20
Compensation Committee Interlocks and Insider Participation21
Anti-Hedging Policy21
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS22
Indemnification Agreements and Directors’ and Officers’ Liability Insurance22
Policies and Procedures for Related Party Transactions22
DIRECTOR COMPENSATION23
EXECUTIVE OFFICERS25
COMPENSATION DISCUSSION AND ANALYSIS26
Executive Summary26
Details of our Compensation Program27
EXECUTIVE COMPENSATION TABLES33
Summary Compensation Table33
Grants of Plan-Based Awards34
Outstanding Equity Awards at Fiscal Year-End35
Option Exercises and Stock Vested35
Potential Payments Upon Termination or Change in Control35
Pay Ratio of CEO to Median Employee37
Pay Versus Performance38
Equity Compensation Plan Information42
INFORMATION ABOUT STOCK OWNERSHIP43
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE45
ADDITIONAL INFORMATION45
Householding of Proxy Materials45
Other Matters45

7000 Shoreline Court, Suite 350

South San Francisco, California 94080

PROXY STATEMENT

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