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Syndax Pharmaceuticals Inc

For the period ended Apr 30, 2026. Filed Apr 30, 2026.

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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.

Apr 30, 2026 · Filed Apr 30, 2026

SNDX$9.54+1.8%Stored close · as of Nov 6, 2026
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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

(Amendment No.__)

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 Pursuant to §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 in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 30, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Syndax Pharmaceuticals, Inc. (“Syndax”) The meeting will be held on June 10, 2026 at 12:00 p.m. EDT. The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the meeting in person. You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visitingwww.meetnow.global/MUGAWRX.

Details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders and proxy statement.

The agenda for the Annual Meeting includes the election of two (2) Class I directors, each to serve a three-year term, a non-binding advisory vote on the compensation paid to Syndax’s named executive officers, the ratification of the appointment of Deloitte & Touche LLP as Syndax’s independent registered public accounting firm for the fiscal year ending December 31, 2026, approval of the Company’s 2026 equity incentive plan, and approval of the Company’s 2026 employee stock purchase plan.

Under Securities and Exchange Commission rules, Syndax is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote your shares in advance of the Annual Meeting atwww.investorvote.com/SNDX. Instructions for accessing the proxy materials and voting are described in the attached proxy statement and in the Notice Regarding Availability of Proxy Materials that you received. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please carefully review the proxy statement and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet in advance of the Annual Meeting or by telephone or proxy card will not affect your right to vote during the Annual Meeting if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker, bank or other agent), you will receive instructions from your broker, bank or other agent explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet in advance of the Annual Meeting if your voting instruction form from your broker, bank or other agent includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

We hope that you will join us on June 10, 2026 and greatly appreciate your continuing interest in Syndax.

Sincerely,

Michael A. Metzger

Chief Executive Officer

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. If you participate virtually in the Annual Meeting, you may vote at that time, even if you previously submitted your vote. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account and registered with Computershare as set forth in the proxy statement accompanying this notice.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Time12:00 p.m., Eastern Daylight Time
DateWednesday, June 10, 2026
Virtual MeetingThe Annual Meeting will be a virtual meeting through which you can listen to the meeting, submit questions and vote online. You may access the Annual Meeting by visiting www.meetnow.global/MUGAWRX and entering the control number (included in the Notice Regarding the Availability of Proxy Materials mailed to you). Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
Purpose(1)To elect the Board of Directors’ nominees, Pierre Legault and Michael A. Metzger, as Class I members of the Board of Directors, to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.(2)To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement.(3)To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.(4)To approve the Syndax Pharmaceuticals, Inc. 2026 Equity Incentive Plan.(5)To approve the Syndax Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan.(6)To transact any other business that may properly come before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement accompanying this notice.
Record DateThe Board of Directors has fixed the close of business on April 21, 2026 as the record date for determining stockholders entitled to notice of and to vote at the meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder of record for purposes germane to the Annual Meeting for a period of ten (10) days prior to the Annual Meeting. Please contact the Secretary of the Company to make arrangements to inspect the list. In addition, during the Annual Meeting, that list of stockholders will be available for examination by any stockholder of record at www.meetnow.global/MUGAWRX.

By order of the Board of Directors,

Luke J. Albrecht

General Counsel & Secretary

New York, New York

April 30, 2026

TABLE OF CONTENTS

Page
GENERAL INFORMATION1
PROPOSAL 1 — ELECTION OF DIRECTORS7
General7
Our Recommendation7
Information About Our Board of Directors8
INFORMATION ABOUT OUR BOARD OF DIRECTORS
EXECUTIVE OFFICERS11
THE BOARD OF DIRECTORS AND ITS COMMITTEES12
Board Independence12
Board Meetings and Attendance12
Board Committees13
Compensation Committee Interlocks and Insider Participation17
Leadership Structure and Risk Oversight17
Code of Business Conduct and Ethics18
Stockholder Communications with Our Board of Directors18
PROPOSAL 2 — ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS19
PROPOSAL 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM20
Pre-Approval Policies and Procedures20
Independent Registered Public Accounting Firm Fees20
Our Recommendation20
PROPOSAL 4 — APPROVAL OF THE SYNDAX PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN21
Why Stockholders Should Support This Proposal21
The 2026 Plan Is Intended to Protect Stockholder Interests and Is Consistent with Good Corporate Governance23
The 2026 Plan23
U.S. Federal Income Tax Consequences26
Tax Consequences to the Company28
New Plan Benefits28
Registration with the SEC28
Our Recommendation28
PROPOSAL 5 — APPROVAL OF THE SYNDAX PHARMACEUTICALS, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN29
The ESPP29
U.S. Federal Income Tax Consequences30
New Plan Benefits31
Registration with the SEC31
Our Recommendation31
COMPENSATION DISCUSSION AND ANALYSIS32
Company Overview32
Leadership Transition32
Executive Compensation Philosophy and Objectives33
Pay Program Overview33
CEO and Other NEO Pay Mix33
Compensation Program Governance34
Compensation Determination Process34
Components of Our Executive Compensation Program37
Additional Compensation Policies and Practices42
Report of Compensation Committee on Executive Compensation43
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION44
Executive Officer Compensation44

i

Outstanding Equity Awards at Fiscal Year-End46
Option Exercises and Stock-Vested48
Equity Plans48
Employment Agreements with Named Executive Officers49
Potential Payments Upon Termination or Change in Control50
Pay Ratio Disclosure52
Director Compensation53
Limitation on Liability and Indemnification54
Rule 10b5-1 Sales Plans54
PAY VERSUS PERFORMANCE55
Relationship Between PEO and Non-PEO NEO CAP, Company TSR and Peer Group TSR57
Relationship Between PEO and Non-PEO NEO CAP and Net Income57
Relationship Between PEO and Non-PEO NEO CAP and Stock Price57
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS60
Policies and Procedures Regarding Transactions with Related Parties60
Certain Related-Party Transactions60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS61
Security Ownership of Certain Beneficial Owners and Management61
Securities Authorized for Issuance Under Equity Compensation Plans63
OTHER INFORMATION FOR STOCKHOLDERS64
Stockholder Proposals for the 2027 Annual Meeting of Stockholders64
Householding of Proxy Materials64
Other Matters64

ii

SYNDAX PHARMACEUTICALS, INC.

730 THIRD AVENUE, FLOOR 9

NEW YORK, NEW YORK 10017

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2026

AT 12:00 PM EDT

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.