Syndax Pharmaceuticals Inc

Elements of Our Executive Compensation Program

Base Salary

We provide our NEOs with base salaries to compensate them for their day-to-day responsibilities. Generally, the initial base salaries of our executive officers are established through arm’s-length negotiation at the time the individual executive officer is hired, taking into account the executive’s qualifications, experience and comparable market data.

Thereafter, the Compensation Committee, in consultation with our CEO and in consideration of the market data that Aon provides, reviews and recommends to the Board adjustments, as necessary or appropriate, to the base salaries of our executive officers on an annual basis. Consistent with such practice, the Compensation Committee recommended, and the Board approved, base salaries of the NEOs for 2024 that were within a range that is competitive with salaries paid to executives at companies in our peer group. None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

In establishing base salaries, the Compensation Committee exercises its judgment and discretion and considers several factors, including the performance of the individual executive officer, the officer’s potential to contribute to our long-term strategic goals, the officer’s role and scope of responsibilities within our Company, individual experience and skills, the officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, competitive market dynamics for the position and the input of our CEO. No specific formula is applied to determine the weight of each criterion.

Annual base salaries for our NEOs for their positions they held as of December 31, 2024, as compared with the compensation for the positions held with us as of December 31, 2023, were as follows:

(1)

Mr. Closter’s hire date was March 18, 2024.

Annual Performance-Based Cash Compensation Program

The annual incentive plan for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the annual cash plan incentivizes NEOs to achieve annual financial and operational results that the Compensation Committee views as critical to the execution of our business strategy.

Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. The target cash incentive opportunity for a newly hired NEO is prorated based on the salary earned during the year of hire unless otherwise negotiated as part of the new hire package. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary and the proportion of total direct compensation represented by the annual incentive.

Allocation of Annual Incentive Opportunity Between Corporate and Individual Performance. The total annual incentive opportunity for each NEO is allocated between corporate performance and individual performance as follows:

Corporate Performance Measures. To establish the corporate goals for the year, the Compensation Committee, with the input of the executive leadership team, considered our results for 2023, the business objectives and plans for 2024, and the related risks associated with those plans. Based on this information, the Compensation Committee established the performance-based metrics and targets for the annual incentive plan at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. In doing so, the Compensation Committee placed a larger weighting on objectives related to the Company’s menin inhibitor program. Unlike the Company’s axatilimab, the Company does not have an external collaboration partner for the menin inhibitor program. Therefore, the Company’s achievement of these performance measures are solely dependent on the Company’s activities. The amount of the corporate performance payout, if any, under the annual incentive plan is based on achievement against corporate performance measures as follows:

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research and development as well as commercial milestones related to menin inhibitors (60%);

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research and development as well as commercial milestones related to axatilimab (20%); and

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organizational development milestones to support growth (20%).

For each identified research, commercial or organizational development milestone, the Compensation Committee set applicable performance levels as follows:

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the performance that would not meet the threshold level;

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the target performance necessary to meet the objective; and

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the performance that would exceed the objective.

Individual Performance. For the NEOs who have a portion of their annual incentive tied to individual performance, the NEOs’ 2024 individual measures target allocation and performance with respect thereto are set forth below:

With respect to Mr. Goldan, key performance highlights included successfully completing our November 2024 synthetic royalty financing, leading our investor relations team and increasing investor engagement, and continuing to strengthen the capabilities and infrastructure of our finance and information technology teams.

With respect to Dr. Gallagher, key performance highlights included ensuring the high quality achievement of regulatory approvals for axatilimab and revumenib, ensuring that the teams had high quality processes in place prior to NPM1 database lock, and his focus on trial enrollment, accrual and site initiation, particularly for our MAXPIRe trial in idiopathic pulmonary fibrosis (“IPF”).

With respect to Mr. Closter, key performance highlights included overseeing the successful deployment of our field-based customer facing team, leveraging his experience in co-promotion agreements to successfully engage with Incyte in advance of Niktimvo’s launch and his external contributions engaging with investors and key stakeholders.

Payout Levels. The Compensation Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance relative to the objectives. If achievement is below the threshold level of performance, the Compensation Committee set the payout at 0% in order to motivate performance and underscore the importance of achieving, or closely approaching, the objectives at this critical time in our development. If we achieve the objective, the Compensation Committee will authorize a payout of up to 100% of the portion of the overall opportunity allocated to that element; if we exceed the objective, the Compensation Committee may, in its discretion, authorize a higher payout for that objective, but the payout will not exceed 200% of the target for that objective or of an executive’s overall target incentive.

In February 2025, the Compensation Committee met to consider how we had performed against the pre-established corporate performance goals. While the Compensation Committee considered management’s views regarding their 2024 achievements, the Compensation Committee made an independent determination regarding the corporate performance, and established that the 2024 corporate performance was 105%, based on the overachievement of our goals related to our:

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menin inhibitor program, including (i) Revuforj’s launch in the U.S. in late November 2024, following the FDA’s approval on November 15, 2024 for the treatment of relapsed or refractory (R/R) acute leukemia with a KMT2A translocation in adult and pediatric patients one year and older; (ii) reporting the first-ever, positive NPM1 pivotal data in November 2024; and (iii) exceeding internal commercial revenue projections for fiscal year 2024;

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axatilimab program, including (i) Niktimvo’s U.S. FDA approval on August 14, 2024 for the treatment of chronic graft-versus-host disease after failure of at least two prior lines of systemic therapy in adult and pediatric patients weighing at least 40 kg (88.2 lbs); and (ii) enrollment progress in the ongoing MAXPIRe trial in IPF; and

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successful completion of an internal business development transaction as well as completing a $350 million royalty funding agreement with Royalty Pharma based on U.S. net sales of Niktimvo.

The Compensation Committee recommended its determination regarding the 2024 corporation performance to the Board for approval, prior to approving the compensation implications for each of the executive officers. The Compensation Committee then considered the achievement of pre-established individual goals described above of the three NEOs who have a portion of their annual cash incentive for 2024 determined by individual performance. The Compensation Committee determined that Mr. Closter achieved 100% of his individual objectives, Mr. Goldan achieved 95% of his individual objectives and Dr. Gallagher achieved 80% of his individual objectives.

Having determined the 2024 corporate and individual performance levels for each NEO, the Compensation Committee then translated those performance levels to a payout level based on the payout curve described above. The dollar amount of the annual incentive award targets and payout ranges for 2024, as well as the actual annual incentive award payouts that the Board approved for each of the NEOs for 2024, are:

Equity-Based Incentive Awards

The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders.

We believe that equity awards 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. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term.

Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and Board and are generally made upon commencement of employment, promotion or annually during the first quarter of each year based upon performance during the prior year. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees.

Equity Vehicles

The Compensation Committee has structured the mix of equity vehicles and the relative weight assigned to each type to motivate performance against long-term targets and stock price appreciation over the long term and to encourage ownership and retention while aligning executive officers’ interests with those of our shareholders. Stockholder feedback has been a key driver of the evolution of our compensation structure.

In the first quarter of 2024, the Compensation Committee, with the assistance of its independent compensation consultant, took the first step toward growing the performance nature of long-term incentive equity grants by introducing grants of PRSUs to all members of our executive team, including all of our NEOs. The PRSUs have a performance aspect that aligns the interests of the NEOs with the core long-term interest of stockholders, which is to increase the value of the enterprise, by incentivizing achievement relative to key performance goals of the Company. The performance-based metric, in conjunction with the proportion of total compensation that was variable and at-risk, further enhances the link between pay and performance for the NEOs, as well as strengthens the alignment of the interests of the executive officers with those of our stockholders. The actual number of PRSUs earned will be based on the Company’s performance relative to target.

Historically, we have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our stockholders. Stock options motivate stock price appreciation over the long term because they deliver value only if the stock price increases. The use of stock options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation.

Beginning in 2024, we also began company-wide grants of restricted stock units (“RSUs”), which we had historically issued as special incentive awards, such as in connection with a new hire, or in connection with the completion of a project or research milestone. The RSUs are complementary to the PRSUs and the stock options because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company.

Annual Grants

In determining the number of stock options, RSUs or PRSUs to be granted to an NEO, the Compensation Committee takes into account equally both the range of long-term incentive award values granted to executive officers at the companies in the peer group and the range of grant size as a percent of the company in the peer group in determining the appropriate number of options for an NEO.

The 2024 PRSUs have a performance metric related to revenue from Revuforj in the first twelve months of commercial sales, one third of which vest upon the achievement of that goal, and the remainder of which vest in equal one third tranches on the first and second anniversary of the goal achievement, respectively, in each case subject to continuous service through each vesting date. Before the conclusion of the performance period, we do not publicly disclose our specific performance measure target and the corresponding minimums and maximums because of the potential for competitive harm from such disclosure. This measure is competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The Compensation Committee believes that it has set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goal has been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, we will disclose the targets and achievement relative to such targets.

The exercise price of all stock options granted to NEOs is equal to the closing price of our stock on the date of the grant, and all of our stock options granted in 2024 have a ten-year term until expiration.

In connection with our annual grant process, on February 6, 2024, our Compensation Committee recommended, and our Board approved, grants to each of Messrs. Metzger, Albrecht and Goldan, and Dr. Gallagher of PRSUs, RSUs and options to purchase shares of our common stock. Each stock option vests in equal monthly installments on the last day of each month over a four-year period, subject to the executive’s continuous service to us through each vesting date. The RSUs vest in equal on third tranches annually over three years from the grant date.

The February 2024 stock option grants made by the Compensation Committee are shown in the following table:

We expect to continue to evaluate our equity compensation strategy across the organization to manage our equity utilization during 2025 and beyond. In 2025, the Compensation Committee again granted PRSUs with commercial as well as research and development-related metrics.

Compensation Related to Leadership Transition

The Compensation Committee has also granted equity-based incentives in connection with the hire of new executives, either in the form of stock options, RSUs or both.

In connection with Mr. Closter’s hire as our Chief Commercial Officer in March 2024, he was awarded 150,000 stock options. One-quarter of the options vest on the first anniversary of the grant date, and the remainder vest in equal monthly installments on the last day of each month over a three-year period thereafter, subject to Mr. Closter’s continuous service through each vesting date. Additionally, Mr. Closter was awarded a grant of 9,000 RSUs, one-third of which vests annually on the date of grant over a three-year period thereafter, subject to Mr. Closter’s continuous service through each vesting date. Finally, Mr. Closter was awarded a grant of 25,000 PRSUs, one-third of which vests upon the achievement of a specified performance goal tied to Revuforj’s commercial launch and the remainder of which vests in equal one-third tranches on the first and second anniversary of the goal achievement, respectively, in each case subject to Mr. Closter’s continuous service through each vesting date. Please see “Compensation Discussion and Analysis—Equity-Based Incentive Awards.”

Additional Elements of Compensation

Employee Benefits

Our NEOs are eligible to participate in all our employee benefit plans, such as medical, dental, vision, group life, short and long-term disability and our 401(k) plan, in each case on the same basis as other employees, subject to applicable laws. Under our 401(k) plan, we currently make matching contributions of 200% of an employee’s contributions to the plan, up to a maximum of $10,000 per year. We believe these benefits are important to attracting and retaining experienced employees, including our executives.

Perquisites

We do not currently provide any perquisites to our executive officers.

Severance Arrangements

We have entered into employment agreements with all of our NEOs that provide for at-will employment without any specific term. Each of the agreements sets forth the NEO’s severance benefits payable upon a qualifying termination of employment or change in control of our Company. The “Potential Payments Upon Termination or Change in Control” section located in the “Executive Officer and Director Compensation” section below describes and quantifies the severance and other benefits potentially payable to the NEOs in further detail.

We offer severance benefits because we compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to their officers. These severance benefits may consist of a payment equal to a specified number of months of base salary continuation, payment of premiums for continued health insurance coverage for a specified period of time, an amount determined by reference to the executive’s annual performance-based cash incentive and accelerated vesting of equity or an extension of time in which to exercise stock options.

We provide severance benefits outside of the change in control context if our NEOs’ employment is terminated without cause, or if the executive terminates employment for good reason, as each of those terms are defined in the employment agreements, subject to the executive officer’s execution of an effective release of claims. The Company believes that it is appropriate to provide severance in this instance to bridge executives to new employment, particularly in view of the Developments, Non-Disclosure and Non-Solicitation agreements that our executives have signed with the Company.

We provide enhanced severance benefits in the change in control context because we believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. The Company believes it serves the best interest of the Company and its stockholders to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. As such, we provide severance protections in connection with a change in control, subject to each executive officer’s execution of an effective release of claims, to help ensure that executive officers can objectively evaluate change in control transactions that may be in the best interest of our stockholders, despite the potential negative consequences such transactions may have on them personally.

We believe that the severance benefits provided to our executive officers under their Employment Agreements are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.