Syndax Pharmaceuticals Inc

This proposal asks shareholders to cast a non-binding advisory vote to approve the total compensation paid to Syndax’s named executive officers as disclosed in the proxy statement. Management has structured executive pay to emphasize variable, at-risk compensation — a mix of base salary, annual performance-based cash bonuses tied to corporate and individual metrics, and long-term equity incentives including PRSUs, RSUs and stock options — with a stated intent to align pay with performance and retention. The Board seeks the advisory vote each year in accordance with stockholder preference and intends to consider the voting outcome and investor feedback when setting future compensation. The Company highlights recent operational milestones (product launches and revenue outperformance) and uses compensation to attract and retain commercial, clinical and technical talent critical at this stage. While the vote is advisory and non-binding, the Board frames it as an important governance mechanism and signaling device about stockholder support for pay practices. The proxy discloses pay program governance, peer benchmarking, and the role of an independent compensation consultant (Aon), and notes safeguards such as clawback policy and double-trigger CIC provisions. Management’s recommendation to vote FOR is based on the view that the program is competitive, pays for performance, and supports long-term value creation, while the Board acknowledges it will consider results of the vote in subsequent determinations. Given the advisory nature, shareholders should view this as a governance checkpoint rather than an operational directive — a means to endorse or express concerns about the company’s overall approach to executive compensation.

This proposal requests stockholder approval of the Company’s new 2026 Equity Incentive Plan (the “2026 Plan”), which would authorize 7,200,000 newly issued shares plus returning shares from the expired 2015 Plan (resulting in an initial maximum of 17,134,916 shares available after effectiveness) to be used for stock options, RSUs, PRSUs, SARs and other equity awards. Management frames the request as necessary to attract, incentivize, and retain specialized commercial, medical, and R&D talent while preserving cash as the company scales two newly launched products and advances clinical programs. The 2026 Plan removes the prior evergreen feature and replaces it with a fixed share pool subject to future stockholder approval for increases, a governance choice intended to give stockholders greater control over dilution. The Company discloses detailed guardrails — prohibitions on repricing without shareholder approval, limits on discounted option grants, clawback provisions, an annual cap on non-employee director compensation, and double-trigger change-in-control vesting — to mitigate governance and dilution risks. Compensation Committee materials show analysis of historical burn rate (~5.8% three-year average), anticipated two-year run-rate needs, projected overhang (~9.0% including inducement shares) and peer-comparison context placing the request between the median and 75th percentile of peers. If not approved, management warns it would hinder the Company’s ability to grant equity broadly, potentially forcing higher cash compensation and impairing recruitment and retention at a critical commercial and clinical inflection point. The Board recommends FOR citing competitive necessity, the specific lifecycle stage (recent commercial launches), and the structural protections embedded in the plan — but investors should weigh the requested dilution, plan design features, and historical equity usage against the Company’s near-term hiring and incentive needs. From a governance perspective, the elimination of automatic replenishment combined with explicit anti-repricing and clawback measures are positive, but the absolute size and potential future requests for additional share authority remain monitoring points for long-term holders.

This proposal seeks shareholder approval for the Company’s 2026 Employee Stock Purchase Plan (ESPP), which would reserve 500,000 shares for employee purchase through payroll deductions and other permitted contributions. The ESPP is structured with two components: a Section 423-qualified component intended to provide favorable U.S. tax treatment for participating U.S. employees and a Non-423 component that allows participation by foreign nationals and employees outside the U.S. in a manner compliant with local laws. The plan permits offerings with durations up to 27 months and purchase prices at no less than 85% of the fair market value on either the offering date or purchase date (whichever is lower), consistent with common market practice. Annual participation limits are imposed (including the $25,000 annual limit relevant to Section 423 qualification), and payroll-deduction mechanics, withdrawal rights, and anti-dilution adjustments are defined. Management argues the ESPP fosters employee ownership and aligns employee incentives with stockholder interests while supporting recruitment and retention at the commercial and development stages. The Board recommends voting FOR, emphasizing that the ESPP complements the equity incentive plan by broadening equity participation beyond executives and helping sustain a culture of ownership; investors should note the modest share reserve relative to the equity plan request and the inclusion of a non-423 component to enable global participation, which introduces some difference in tax treatment but increases the plan’s practicality for an international workforce.