Atea Pharmaceuticals, Inc.
For the period ended Jun 18, 2026. Filed Apr 27, 2026.
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Jun 18, 2026 · Filed Apr 27, 2026
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Contents
Proxy Statement Summary
Advancing Oral Antiviral Therapies
We are a late-stage clinical biopharmaceutical company with deep expertise in antiviral drug development, advancing a pipeline focused on areas of significant unmet medical need. Our lead program—a combination regimen of bemnifosbuvir and ruzasvir for the treatment of chronic hepatitis C virus (HCV)—progressed into Phase 3 development in 2025, supported by robust Phase 2 results which demonstrated a 98% sustained virologic response rate among treatment‑adherent patients. Results to-date support our regimen as a potential best-in-class HCV treatment option with a differentiated profile. In clinical trials, the regimen has demonstrated efficacy and tolerability, low risk of drug-drug interactions and convenient dosing with no food effect.
In 2025, we expanded our antiviral portfolio with the addition of AT‑587, a novel product candidate for the treatment of hepatitis E virus (HEV). With heightened impact on immunocompromised and other high‑risk populations, HEV is an emerging global public health concern for which there are no currently approved therapies. For immunocompromised patients living with chronic HEV infection there is a major unmet medical need for an approved treatment. In these patients, chronic HEV can rapidly progress to cirrhosis within three to five years if left untreated.
The HCV and HEV commercial market opportunities are substantial and are anticipated to remain that way for the foreseeable future. In 2025, global net sales of currently approved HCV antiviral therapies exceeded $2.5 billion with the US accounting for approximately 50% of these sales. For HEV, we estimate that treatment of immunocompromised patients with a direct acting antiviral represents a significant market opportunity.
Our Board Provides Robust Oversight of Management
Our Board includes high-quality and accomplished directors who contribute complementary skills, experience, backgrounds and perspectives that facilitate robust oversight of management and the Company.
With more than half of our independent directors appointed since 2020, including two independent directors newly appointed in 2025, the Board has been significantly refreshed welcoming new perspectives while retaining the institutional knowledge possessed by our directors with longer tenure.
Our Board is focused on ensuring the execution of our strategy, enhancing performance and creating an environment that increases operational efficiency – all of which will contribute to Atea’s long-term growth and the creation of sustainable stockholder value.
| Board Highlights | ||
|---|---|---|
| Directors with PhD or MD | Board Independence | New Directors Since 2020 |
Director Skillsets
Our Corporate Governance Promotes Accountability
The governance structure adopted at the time of Atea’s initial public offering (“IPO”) in 2020 reflects the Board’s intentions to allow leadership to drive the creation of long-term stockholder value by focusing, in a financially disciplined manner, on the discovery and development of first- or best-in-class oral antiviral therapeutics.
| GovernancePrinciples | Corporate Governance Practice |
|---|---|
| Accountability toStockholders | One vote per share of Common Stock |
| No dual class or unequal-voting structure | |
| No poison pill | |
| Simple majority vote on merger proposals | |
| RobustIndependence | 8 of our 9 directors are independent |
| 5 new independent directors appointed since 2020 | |
| Independent Lead Director with delineated role and approval authority | |
| Our independent directors regularly meet in executive sessions. | |
| All four standing Board committees—Audit, Compensation, Nominating and Corporate Governance, and Strategy and Public Policy—are independent | |
| ComprehensiveEvaluation andRisk Oversight | Our Board periodically reviews its performance, as well as the performance of each of its standing committees |
| Our Compensation Committee evaluates our CEO’s performance annually and oversees management of risks associated with our compensation policies and programs | |
| Our Nominating and Corporate Governance Committee oversees management of risks associated with overall governance and Board composition matters | |
| Our Audit Committee oversees management of financial and cybersecurity risks | |
| Strong Alignmentof Interests withStockholders | We have a clawback policy that applies to both cash and equity incentives and is triggered by a financial restatement |
| Our directors and executive officers are prohibited from pledging or hedging transactions | |
Executive Compensation is Aligned with Company Performance
Despite being a smaller reporting company under SEC rules, we voluntarily provide supplementary disclosure that provides enhanced transparency of our compensation structure
Our Compensation Committee designs incentives based on Company performance that both emphasize the creation of sustainable long-term stockholder value and attract, motivate and retain highly qualified and experienced executives.
| Our Executive Compensation Philosophy is designed to reward executives for actions that create incremental stockholder value and align the interests of stockholders and executives | |
|---|---|
| Pay for Performance | Reward executives for actions that create incremental stockholder value |
| Align Interests | Ensure executives’ interests are aligned with long-term stockholders |
| Attract & Retain | Provide appropriate compensation for each executive relative to industry |
The design of our executive compensation program promotes performance alignment and protects stockholder interests.
| Design Feature | Rationale & Impact | Pay for Performance | Align Interests | Attract & Retain |
|---|---|---|---|---|
| Emphasize at-risk compensation | ➣ | 79% of CEO 2025 target pay at risk | ||
| Balance short- and long-term incentives | ➣ | Reward executives for actions that create stockholder value | ||
| Focus on equity pay mix | ➣ | Performance stock units (“PSUs”) accounted for greater than 50% of CEO 2025 equity value | ||
| Link annual bonus to preset goals | ➣ | Rewards executives for achieving strategic objectives No guaranteed bonuses | ||
For 2025, the resulting Target Pay mix was:
Our Commitment to Stockholder Engagement
The Board is committed to maintaining regular, meaningful engagement with our stockholders to better understand their perspectives. The Board values stockholder feedback received as it serves as a key input to Board and Board committee discussions and ultimately informs decision-making. Since our 2020 IPO, we have regularly engaged constructively and proactively with stockholders to understand their views on matters of strategy, corporate governance, executive compensation, capital allocation, and overall performance.
During 2025, we conducted a robust and comprehensive outreach effort, engaging both existing and potential stockholders through a broad range of meetings and interactions designed to communicate our strategy, governance practices, and long-term priorities, while also soliciting investor feedback. Following the 2025 Annual Meeting, we offered engagement opportunities to stockholders representing more than 50% of our outstanding shares of common stock. Stockholders with whom we engaged—representing the majority of responding share ownership—generally focused discussions on our strategic direction, operational execution, capital stewardship, and governance practices.
These meetings with stockholders included members of our senior management team. Feedback received through this outreach was communicated directly to the full Board and to relevant Board committees and was a meaningful input into Board deliberations, including governance and compensation-related decisions. The Board values this ongoing dialogue and views stockholder engagement as an integral component of effective corporate governance and long-term stockholder value creation.
Actions taken by the Compensation Committee in line with stockholder preferences include:
Included PSUs as a significant part of the 2025 total compensation
Provide enhanced voluntary disclosures to convey to stockholders the rationale, guiding principles and polices that our Compensation Committee and Board follow when determining compensation of our named executive officers (“NEOs”)
Enhanced disclosure of our annual performance-based cash incentive to demonstrate the link between Company performance and preset, objective goals
Committed to disclose Company performance against the preset long-term goals when the PSU performance period is completed
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.