Syndax Pharmaceuticals Inc

Our Board currently consists of eight directors. Our amended and restated certificate of incorporation (“Certificate of Incorporation”) provides for a classified Board consisting of three classes of directors. Currently, Classes II and III each consist of three directors and Class I consists of two directors. Each class serves a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election, or until the director’s death, resignation or removal. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. There are currently no vacancies on the Board.

There are three directors in Class III whose term of office expires in 2025. Upon the recommendation of the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), our Board has nominated the three individuals listed in the table below for election as directors at the Annual Meeting. The biographies below under “Information About Our Board” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Nominating and Corporate Governance Committee to believe that each nominee should continue to serve on the Board. Messrs. Katkin and Podlesak have previously been elected by our stockholders. Dr. Rizo, who was appointed by our Board on May 15, 2024, was recommended by a third-party search firm. If you elect the nominees, they will each hold office until the annual meeting of stockholders in 2028 and until each of their successors has been duly elected and qualified, or until the director’s death, resignation or removal.

All nominees have consented to being named in this proxy statement and to serve if elected.

If any nominee is unable or does not qualify to serve, you or your proxy may vote for another nominee proposed by the Board. If, for any reason, these nominees prove unable or unwilling to stand for election or cease to qualify to serve as directors, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancies. The Board has no reason to believe that any of the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee.

(1) Ages as of April 1, 2025.