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
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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
| Time | 12:00 p.m., Eastern Daylight Time |
|---|---|
| Date | Wednesday, June 10, 2026 |
| Virtual Meeting | The 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 Date | The 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 INFORMATION | 1 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 7 |
| General | 7 |
| Our Recommendation | 7 |
| Information About Our Board of Directors | 8 |
| INFORMATION ABOUT OUR BOARD OF DIRECTORS | |
| EXECUTIVE OFFICERS | 11 |
| THE BOARD OF DIRECTORS AND ITS COMMITTEES | 12 |
| Board Independence | 12 |
| Board Meetings and Attendance | 12 |
| Board Committees | 13 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| Leadership Structure and Risk Oversight | 17 |
| Code of Business Conduct and Ethics | 18 |
| Stockholder Communications with Our Board of Directors | 18 |
| PROPOSAL 2 — ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 19 |
| PROPOSAL 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 |
| Pre-Approval Policies and Procedures | 20 |
| Independent Registered Public Accounting Firm Fees | 20 |
| Our Recommendation | 20 |
| PROPOSAL 4 — APPROVAL OF THE SYNDAX PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN | 21 |
| Why Stockholders Should Support This Proposal | 21 |
| The 2026 Plan Is Intended to Protect Stockholder Interests and Is Consistent with Good Corporate Governance | 23 |
| The 2026 Plan | 23 |
| U.S. Federal Income Tax Consequences | 26 |
| Tax Consequences to the Company | 28 |
| New Plan Benefits | 28 |
| Registration with the SEC | 28 |
| Our Recommendation | 28 |
| PROPOSAL 5 — APPROVAL OF THE SYNDAX PHARMACEUTICALS, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN | 29 |
| The ESPP | 29 |
| U.S. Federal Income Tax Consequences | 30 |
| New Plan Benefits | 31 |
| Registration with the SEC | 31 |
| Our Recommendation | 31 |
| COMPENSATION DISCUSSION AND ANALYSIS | 32 |
| Company Overview | 32 |
| Leadership Transition | 32 |
| Executive Compensation Philosophy and Objectives | 33 |
| Pay Program Overview | 33 |
| CEO and Other NEO Pay Mix | 33 |
| Compensation Program Governance | 34 |
| Compensation Determination Process | 34 |
| Components of Our Executive Compensation Program | 37 |
| Additional Compensation Policies and Practices | 42 |
| Report of Compensation Committee on Executive Compensation | 43 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 44 |
| Executive Officer Compensation | 44 |
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| Outstanding Equity Awards at Fiscal Year-End | 46 |
|---|---|
| Option Exercises and Stock-Vested | 48 |
| Equity Plans | 48 |
| Employment Agreements with Named Executive Officers | 49 |
| Potential Payments Upon Termination or Change in Control | 50 |
| Pay Ratio Disclosure | 52 |
| Director Compensation | 53 |
| Limitation on Liability and Indemnification | 54 |
| Rule 10b5-1 Sales Plans | 54 |
| PAY VERSUS PERFORMANCE | 55 |
| Relationship Between PEO and Non-PEO NEO CAP, Company TSR and Peer Group TSR | 57 |
| Relationship Between PEO and Non-PEO NEO CAP and Net Income | 57 |
| Relationship Between PEO and Non-PEO NEO CAP and Stock Price | 57 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 60 |
| Policies and Procedures Regarding Transactions with Related Parties | 60 |
| Certain Related-Party Transactions | 60 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 61 |
| Security Ownership of Certain Beneficial Owners and Management | 61 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 63 |
| OTHER INFORMATION FOR STOCKHOLDERS | 64 |
| Stockholder Proposals for the 2027 Annual Meeting of Stockholders | 64 |
| Householding of Proxy Materials | 64 |
| Other Matters | 64 |
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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.