Skip to main content

IDEAYA Biosciences Inc

For the period ended Jun 24, 2025. Filed Apr 30, 2025.

View on SEC.gov

About this filing

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.

Jun 24, 2025 · Filed Apr 30, 2025

Use the contents to explore the available documents and sections.

IDYA$31.24+1.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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 paid previously with preliminary materials.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Stockholder:

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of IDEAYA Biosciences, Inc. (“IDEAYA”), which will be held online atwww.proxydocs.com/IDYA, on June 24, 2025 at 10:00 a.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

5000 Shoreline Court, Suite 300

South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 24, 2025

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 Tuesday, June 24, 2025, at 10:00 a.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 III directors to hold office until the 2028 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, 2025;

  3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and

  4. 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 28, 2025 (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 2028

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, 2025, as described in Proposal 2 of the Proxy Statement; and

  2. FORthe advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal 3 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, 2024, 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 30, 2025

TABLE OF CONTENTS

PROXY STATEMENT FOR THE 2025 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 2028 Annual Meeting of Stockholders9
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders9
Directors Continuing in Office Until the 2027 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
CORPORATE GOVERNANCE16
Code of Conduct and Ethics16
Corporate Governance Guidelines16
Independence of the Board of Directors16
Leadership Structure of the Board16
Role of Board in Risk Oversight Process17
Board Committees17
Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance19
Stockholder Communications with the Board of Directors19
Compensation Committee Interlocks and Insider Participation20
Anti-Hedging Policy20
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS21
Indemnification Agreements and Directors’ and Officers’ Liability Insurance21
Policies and Procedures for Related Party Transactions21
DIRECTOR COMPENSATION22
EXECUTIVE OFFICERS24
COMPENSATION DISCUSSION AND ANALYSIS25
Executive Summary25
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 Control36
Pay Ratio of CEO to Median Employee38
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

5000 Shoreline Court, Suite 300

South San Francisco, California 94080

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.