Syndax Pharmaceuticals Inc

In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officers (“PEOs”) and our non-PEO NEOs (“Non-PEO NEOs”) and certain financial performance of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance information presented in this section in making its pay decisions for any of the years shown. For further information concerning our pay for performance philosophy and how our executive compensation aligns with our performance, please refer to “Executive Compensation – Compensation Discussion and Analysis.”

(1)

Briggs W. Morrison (referred to in these tables as the “First PEO”) was our PEO from June 2015 to February 2022, and Michael A. Metzger (referred to in these tables as the “Second PEO”) has been our PEO since February 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below:

(2)

The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

CAP reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” column are the totals from the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table.

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

For the values of equity awards in the above tables, the values of the February 2, 2022 performance-based stock option award uses an assumption or methodology that differs materially from those disclosed as of the grant date. That award was originally valued using a Black-Scholes model and are valued for purposes of this table using a Monte Carlo model for the stock price hurdle position of the award.

(4)

The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5)

Wedetermined the Stock Price to be the most important financial performance measure used to link Company performance to CAP to the Second PEO in 2024. The amounts in the column represents the closing represents the closing price of our stock on the last trading date of the listed year. The Board made an award of performance-based stock options to the First PEO and Second PEO, and half of those stock options vest upon our stock closing at or above $30 per share. We may determine a different financial performance measure to be the most important financial performance measure in future years. For purposes of this disclosure, there was no financial performance measure used to link Company performance to CAP to our Non-PEO NEOs in 2024.