DEF 14A

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Terns Pharmaceuticals, Inc. (“Terns”), which will be held online at www.meetnow.global/TERN2024, on June 10, 2024 at 9:00 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, 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, 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 Terns.

TERNS PHARMACEUTICALS, INC.
1065 East Hillsdale Blvd., Suite 100
Foster City, CA 94404

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held on June 10, 2024, at 9:00 a.m. Pacific Time. The Annual Meeting will be held entirely online to allow greater participation and improved communication and provide cost savings for our stockholders and the Company. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/TERN2024, where you will be able to listen to the meeting live, submit questions and vote. The Annual Meeting will be held for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 can be accessed at the following website: www.envisionreports.com/TERN. Only stockholders who owned common stock of the Company at the close of business on April 18, 2024 (the “Record Date”) can vote at this meeting or any adjournments that take place.

FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement; and

FOR the ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm, as described in Proposal No. 2 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, 2023, 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.

TERNS PHARMACEUTICALS, INC.
1065 East Hillsdale Blvd., Suite 100
Foster City, CA 94404

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON

We have sent you this Proxy Statement and the enclosed Proxy Card because the board of directors of Terns Pharmaceuticals, Inc. (referred to herein as the “Company,” “Terns,” “we,” “us” or “our”) is soliciting your proxy to vote at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, June 10, 2024, at 9:00 a.m. Pacific Time. The Annual Meeting can be accessed by visiting www.meetnow.global/TERN2024, where you will be able to listen to the meeting live, submit questions and vote online.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), over the internet in lieu of mailing printed copies. The Proxy Statement and the Form 10-K can be accessed at the following website: www.envisionreports.com/TERN. We will begin mailing the Notice of Internet Availability to our stockholders of record as of April 18, 2024 (the “Record Date”) for the first time on or about April 29, 2024. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “Investors & Media – SEC Filings” section of our website at www.ternspharma.com.

Our outstanding voting securities are shares of common stock, $0.0001 par value per share (the “common stock”), of which there were 64,674,780 shares outstanding as of the Record Date (excluding any treasury shares). The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in attendance online or represented by proxy, are required to hold the Annual Meeting.

We have made this Proxy Statement and Proxy Card available to you on the internet or, upon your request, have delivered printed proxy materials to you, because the board of directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting online to vote on the proposals described in this Proxy Statement. However, you are not required to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below to submit your proxy over the telephone or on the internet.

This Proxy Statement, the Notice of Internet Availability, the Notice of Annual Meeting and accompanying Proxy Card will be first made available for access by our stockholders on or about April 29, 2024 to all stockholders of record entitled to vote at the Annual Meeting.

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 64,674,780 shares of common stock issued and outstanding and entitled to vote.

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Computershare, Inc., then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.meetnow.global/TERN2024 or you may vote by proxy. Whether or not you plan to attend the Annual Meeting online, we encourage you to fill out and return the Proxy Card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting online at www.meetnow.global/TERN2024. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting by attending the Annual Meeting online unless you request and obtain a valid Proxy Card from your broker or other agent.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

This year’s Annual Meeting will be held entirely online to allow greater participation and improved communication and provide cost savings for our stockholders and us. Stockholders of record as of April 18, 2024 will be able to attend and participate in the Annual Meeting online by accessing www.meetnow.global/TERN2024. To join the Annual Meeting, you will need to have your 15-digit control number which is included on your Notice of Internet Availability of Proxy Materials and your Proxy Card.

The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Pacific Time. We encourage our stockholders to access the meeting in advance of the designated start time.

Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the internet. Please follow the instructions on the notice or Proxy Card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Terns Pharmaceuticals, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 5, 2024.

You will receive a confirmation of your registration by email after we receive your registration materials.

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

If you are a stockholder of record, you may vote at the Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet or by telephone. Whether or not you plan to attend the Annual Meeting online, we encourage you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote online. In such case, your previously submitted proxy will be disregarded.

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To vote at the Annual Meeting, attend the Annual Meeting online and vote your shares at www.meetnow.global/TERN2024 during the Annual Meeting by following the instructions on the site. You will need the 15-digit control number which appears on the accompanying Proxy Card and the instructions that accompanied these proxy materials. For additional details, please see “How do I attend the Virtual Annual Meeting?”.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

We provide internet proxy voting to allow you to vote your shares online before the Annual Meeting takes place, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

We have engaged Computershare, Inc. (“Computershare”) as our independent agent to tabulate stockholder votes, or Inspector of Election. If you are a stockholder of record, your executed Proxy Card is returned directly to Computershare for tabulation. As noted above, if you hold your shares through a broker, your broker returns one Proxy Card to Computershare on behalf of all its clients.

With respect to the election of directors (Proposal 1), you may vote “for” or “withhold” authority to vote for each of the nominees for the board of directors. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Broker non-votes will have no effect on the election of the nominees.

With respect to the ratification of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 2), you may vote “for,” “against” or “abstain.” If you “abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “against” the proposal. As explained below, broker non-votes will have no effect on the vote for this proposal.

Votes will be counted by the Inspector of Election appointed for the Annual Meeting, who will separately count “For” votes for all proposals, and, with respect to Proposal 2, “Against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors (Proposal 1), the Inspector of Election will count the number of “Withheld” votes and broker non-votes received. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, we expect that your broker may vote your shares with respect to certain discretionary items, but not with respect to certain nondiscretionary items. See below for more information regarding: “What are ‘broker non-votes’?” and “Which ballot measures are expected to be ‘discretionary’ or ‘nondiscretionary’?”

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “nondiscretionary.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “discretionary,” but not with respect to “nondiscretionary” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are expected to be “discretionary” or “nondiscretionary”?

The election of directors (Proposal 1) is expected to be considered nondiscretionary under applicable rules. A broker or other nominee cannot vote without instructions on nondiscretionary matters, and therefore there may be broker non-votes on Proposal 1. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 2) is expected to be considered discretionary under applicable rules. A broker or other nominee may generally vote on discretionary matters.

Election of Directors (Proposal 1)—Directors shall be elected by a plurality of the votes cast (meaning that the two director nominees who receive the highest number of shares voted “For” their election will be elected). “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the nominees.

Ratification of Independent Registered Public Accounting Firm (Proposal 2)—The ratification of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 requires the affirmative vote of the majority of the votes cast affirmatively or negatively (meaning the number of shares voted “for” the proposal must exceed the number of shares voted “against” the proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted as follows:

If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of four ways:

If your shares are held in “street name” by your broker, bank or other agent, you should follow the instructions provided by them to change your vote.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416.

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 30, 2024, to our Corporate Secretary at 1065 East Hillsdale Boulevard, Suite 100, Foster City, California 94404; provided that if the date of the annual meeting is more than 30 days from June 10, 2025, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’s annual meeting. Pursuant to the bylaws, in order for a stockholder to present a proposal for next year’s annual meeting, other than proposals to be included in the proxy statement as described above, or to nominate a director, you must do so between February 10, 2025 and March 12, 2025; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 10, 2025, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in attendance online or represented by proxy at the Annual Meeting. On the Record Date, there were 64,674,780 shares outstanding and entitled to vote. Accordingly, 32,337,391 shares must be represented by stockholders present at the Annual Meeting online or by proxy to have a quorum.

Your shares will be counted toward the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and “Withhold” votes will be counted toward the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, in attendance online or represented by proxy, may adjourn the Annual Meeting to another time or place.

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and no non-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of:

(1)

(a) December 31, 2026, (b) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, or (c) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which means that the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of prior June 30, and

Our board of directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a staggered, three-year term. Unless the board of directors determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.

The board of directors currently consists of eight seated directors, divided into the three following classes:

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders.

Jeffrey Kindler and Amy Burroughs have been nominated to serve as Class III directors and have each consented to stand for reelection. Each director to be elected will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the board of directors may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

The following table sets forth, for the Class III nominees (who are currently standing for re-election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 18, 2024 and position/office held with us:

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the board of directors to conclude that they should serve as directors.

Jeffrey Kindler, Esq. has served as a member of our board of directors since December 2020. Mr. Kindler has served as Senior Advisor to Blackstone, an investment firm, since June 2020, and as Chief Executive Officer of Centrexion Corporation, a private biopharmaceutical company, since October 2013. From January 2020 until February 2024, Mr. Kindler was a Venture Partner at Artis Ventures, a venture investment firm. From October 2013 until December 2022, Mr. Kindler was the Global Chairperson of GLG Institute, a life sciences and healthcare advisory company. Additionally, from July 2012 until April 2020, Mr. Kindler was a Venture Partner for Lux Capital, a venture capital firm. Previously, Mr. Kindler served as General Counsel and then Chief Executive Officer at Pfizer, Executive Vice President and General Counsel at McDonald’s and Vice President of Litigation and Legal Policy at General Electric. Mr. Kindler is a member of the board of directors for Perrigo Company plc, Precigen, Inc., and several other privately held companies. Mr. Kindler previously served on the board of vTv Therapeutics Inc., a publicly-traded biotechnology company, from July 2015 to December 2020, PPD, Inc. from March 2012 until its acquisition by Thermo Fisher Scientific, Inc. in December 2021, and SIGA Technologies, Inc., a publicly-traded pharmaceutical company, from March 2013 to June 2020. Mr. Kindler received his undergraduate degree from Tufts University and J.D. from Harvard University. We believe Mr. Kindler is qualified to serve on our board of directors due to his extensive experience as an executive and director of companies in the biopharmaceutical industry.

Amy Burroughs, M.B.A. has served as a member of our board of directors and as our Chief Executive Officer since February 2024. Ms. Burroughs previously served as the Chief Executive Officer and President of Cleave Therapeutics, Inc., a privately held biotechnology company, from April 2019 to September 2023, where she has also been a director since April 2019. In October 2023, she became the Consulting CEO for Cleave Therapeutics. From December 2017 to March 2019, Ms. Burroughs served as an Entrepreneur in Residence at 5AM Ventures, a venture capital firm, and, in parallel, as senior advisor to one of its portfolio companies, Crinetics Pharmaceuticals, during its initial public offering. Ms. Burroughs has served on the board of directors of Tenaya Therapeutics, Inc., a publicly traded biotechnology company, since December 2022, and previously served on the board of directors of DiaMedica Therapeutics, Inc. Ms. Burroughs earned a BA in computer science and a minor in economics from Dartmouth College, and an MBA from Harvard Business School. We believe that Ms. Burroughs is qualified to serve on our board of directors due to her extensive experience as an executive and director of companies in the biotechnology industry.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH NAMED NOMINEE.

Carl L. Gordon, Ph.D., CFA has served as a member of our board of directors since October 2018. Dr. Gordon is a founding member, Managing Partner, and Co-Head of Global Private Equity at OrbiMed Advisors LLC, an investment firm. Dr. Gordon currently serves on the boards of directors of Adicet Bio, Inc., ArriVent Biopharma, Inc., Compass Therapeutics Inc., and Keros Therapeutics, Inc., all publicly-traded companies, as well as several private companies. Dr. Gordon previously served on the boards of directors of several publicly-traded companies, including Alector, Inc., Gemini Therapeutics, Inc. (which merged with Disc Medicine, Inc.), Kinnate Biopharma, Inc., ORIC Pharmaceuticals, Inc., Passage Bio, Inc., Prevail Therapeutics Inc., SpringWorks Therapeutics, Inc., Theseus Pharmaceuticals, Inc., and Turning Point Therapeutics, Inc. Dr. Gordon received his B.A. in Chemistry from Harvard College, his Ph.D. in Molecular Biology from the Massachusetts Institute of Technology, and was a Fellow at The Rockefeller University. We believe that Dr. Gordon is qualified to serve on our board of directors due to his scientific expertise, extensive business experience and experience in venture capital and the life science industry.

Hongbo Lu, Ph.D. has served as a member of our board of directors since April 2020. Dr. Lu is the founding member of NEXTBio Capital, a newly launched biotech investment firm. Dr. Lu has over 20 years of healthcare investment management experience in both public securities and private companies, including prior roles previously served as Managing Partner of Vivo Capital, a healthcare investment firm, from December 2020 to January 2024, Managing Partner at Lilly Asia Ventures (LAV), a venture capital firm, from January 2017 to December 2020, and Managing Director at OrbiMed Advisors. Over her investment career, Dr. Lu served on the boards of over 20 healthcare companies, including Turning Point Therapeutics (TPTX), Crown Bioscience Inc (6554.TT), Avedro (AVDR), Rgenta, Ronovo Surgical, Avistone, and BlossomHill Therapeutics Inc. Dr. Lu currently serves on the board of directors for Arrowhead Pharmaceutical, Createrna Science and Technology, Ribox Therapeutics, Visirna Therapeutics, and Zenas BioPharma. She previously served on the boards of directors of public companies including Turning Point Therapeutics, Inc., a publicly traded biotechnology company, from May 2017 to May 2019, and on the board of directors of Avedro, Inc., a publicly traded biotechnology company, from May 2018 to February 2019. Dr. Lu received her undergraduate degree in Material Science and Engineering from Tsinghua University, China, her Ph.D. in Biological Engineering from the University of Washington and her MBA from the University of California, Berkeley. We believe Dr. Lu is qualified to serve on our board of directors due to her experience as a director of public and private companies in the biopharmaceutical industry and experience in venture capital and the life science industry.

Ann Taylor, M.D. has served as a member of our board of directors since September 2021. Until her retirement in August 2021, Dr. Taylor served as the Chief Medical Officer of AstraZeneca plc, a publicly-traded biopharmaceutical company, in which capacity she oversaw regulatory operations, patient safety and quality assurance across AstraZeneca’s entire portfolio. Prior to becoming Chief Medical Officer of AstraZeneca, from April 2018 to March 2019, Dr. Taylor was the Head of Clinical Biologics at MedImmune, LLC, a wholly owned subsidiary of AstraZeneca, where she oversaw clinical development and operations. Prior to AstraZeneca, Dr. Taylor held various leadership roles at Novartis Institute for BioMedical Research (Global Head of Portfolio Management, Interim Head of Cardiovascular and Metabolic Disease Area, Global Head of Translational Medicine for Metabolism) and Pfizer Inc. (Clinical Lead for Obesity, Frailty and Cardiovascular and Metabolic Disease products). Dr. Taylor also serves on the board of directors of Comanche Biopharma, a private biopharmaceutical company, and Unlearn.AI, a company seeking to accelerate clinical development through the use of artificial intelligence. Dr. Taylor is the Co-Chair of the National Academies of Science Engineering and Medicine Forum on Drug Discovery, Development and Translation. She has authored and co-authored numerous peer-reviewed publications and served as a reviewer of several peer-reviewed journals. Dr. Taylor is a board-certified endocrinologist and received her M.D. from Harvard Medical School. She received her B.A. in biology magna cum laude from the University of California, San Diego. We believe that Dr. Taylor is qualified to serve on our board of directors due to her extensive experience as an executive of companies in the biopharmaceutical industry.

David Fellows has served as a member of our board of directors since December 2020 and as chairman of our board of directors since February 2021. Mr. Fellows has been the Chief Executive Officer of Beacon Therapeutics (formerly Applied Genetic Technologies Corporation), a private biopharmaceutical company, since November 2022. Previously, Mr. Fellows served as the Chief Executive Officer and board member of Nightstar Therapeutics plc, a publicly-traded biotechnology company, from January 2015, and as a member of its board of directors from September 2017, until March 2019. Before that, he served as the Vice President of Vision Care at Johnson & Johnson, from September 2005 to December 2014. Mr. Fellows serves on the boards of directors of Beacon Therapeutics, Jaguar Gene Therapy and Oxular Therapeutics and served on the board of directors of Gyroscope Therapeutics until March 2021. Mr. Fellows has also served on the board of the non-profit Glaucoma Foundation since May 2006. Mr. Fellows received his undergraduate degree in Psychology from Butler University. We believe Mr. Fellows is qualified to serve on our board of directors due to his extensive experience as an executive of companies in the biopharmaceutical industry.

Jill Quigley, Esq. has served as a member of our board of directors since December 2020. From November 2023 to February 2024, she also served as our Senior Advisor and Strategy Officer on an interim basis. Since September 2023, Ms. Quigley has served as Chief Executive Officer of a private biotechnology company. Previously, Ms. Quigley served as the Chief Operating Officer of Passage Bio, a publicly-traded biopharmaceutical company, from November 2018 to December 2021. Previously, she served as the Interim Chief Executive Officer and General Counsel of Nutrinia, Inc., from January 2016 to November 2018. From July 2012 to January 2016, Ms. Quigley served in various roles at Shire plc, most recently as Senior Legal Counsel. Ms. Quigley serves on the board of directors of Chemomab Therapeutics Ltd., a publicly-traded biotechnology company. Ms. Quigley received her undergraduate degree in Communications, Legal Institutions, Economics & Governance (CLEG) from American University and J.D. from Rutgers School of Law. We believe Ms. Quigley is qualified to serve on our board of directors due to her extensive experience as an executive and director of companies in the biopharmaceutical industry.

Radhika Tripuraneni, M.D., M.P.H., has served as a member of our board of directors since July 2022. Beginning April 2018, Dr. Tripuraneni held increasing roles of responsibility at Prothena Corporation plc, a publicly-traded biotechnology company, most recently serving as Prothena’s Chief Development Officer from December 2018 until September 2022. Prior to joining Prothena, Dr. Tripuraneni was Vice President, Medical Affairs and Chief of Staff to the Chief Medical Officer of MyoKardia Inc. She was Vice President, Medical Affairs at Synageva BioPharma Corp. and then Alexion Pharmaceuticals Inc., which acquired Synageva. Earlier in her career, Dr. Tripuraneni held various medical director and business development positions at Gilead Sciences, Inc. and Genzyme Corporation, and worked at Summer Street Research Partners, a healthcare equity research firm. Dr. Tripuraneni earned her Bachelor’s degrees in business administration and liberal arts and her M.D. from the University of Missouri, and her Master’s in Public Health from Harvard University. She did her clinical training in general surgery at Harvard - Beth Israel Deaconess Medical Center. We believe Dr. Tripuraneni is qualified to serve on our board of directors due to her extensive experience as an executive of companies in the biopharmaceutical industry.

The table below provides information relating to certain voluntary self-identified characteristics of our directors. Each of the categories listed in the table below has the meaning as set forth in Nasdaq Rule 5605(f).

PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our board of directors is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The audit committee has appointed Ernst & Young LLP (“EY”), an independent registered public accounting firm, to serve as our auditor for the fiscal year ending December 31, 2024. We are seeking ratification of such selection by our stockholders at the Annual Meeting. EY has served as our independent registered public accounting firm since 2020. Representatives of EY are expected to be in attendance online at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Nothing in our bylaws or other governing documents, or in any applicable law, requires stockholder ratification of the selection of EY as our independent registered public accounting firm. However, the audit committee is submitting the selection of EY to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain EY. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.

The following table provides information regarding the approximate fees for professional services billed or to be billed by EY in each of the last two years:

The audit committee has approved all of the fees described above since our initial public offering (“IPO”) in February 2021.

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre‑approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During our 2023 fiscal year, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our future filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of our board of directors. The audit committee’s functions are more fully described in its charter, which is available on our website at https://ir.ternspharma.com/corporate-governance. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management our audited financial statements as of and for the year ended December 31, 2023.

The audit committee has discussed with Ernst & Young LLP (“EY”), our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (“SEC”). In addition, the audit committee discussed with EY their independence and received from EY the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the audit committee discussed with EY, with and without management present, the scope and results of EY’s audit of such financial statements.

Based on these reviews and discussions, the audit committee has recommended to our board of directors that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC. The audit committee also has engaged EY as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and is seeking ratification of such selection by the stockholders.

Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The full text of our code of business conduct and ethics is available on our website at http://www.ternspharma.com under “Investors & Media - Corporate Governance.” Any substantive amendment to, or waiver of, a provision of the code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, will be disclosed on our website.

We believe in sound corporate governance practices and have adopted formal corporate governance guidelines to enhance our effectiveness. Our board of directors adopted these corporate governance guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The corporate governance guidelines are also intended to align the interests of directors and management with those of our stockholders. The corporate governance guidelines set forth the practices our board of directors follows with respect to board of directors and committee composition and selection, meetings of the board of directors, chief executive officer performance evaluation and succession planning. A copy of our corporate governance guidelines is available on our website at https://ir.ternspharma.com/corporate-governance.

As required under the Nasdaq Global Select Market (“Nasdaq”) rules and regulations, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by such board. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees must be an “independent director.” Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The board of directors consults with our counsel to ensure that the board of directors’ determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, our board of directors has determined that all of our directors, other than Ms. Burroughs, qualify as “independent” directors in accordance with The Nasdaq Stock Market LLC Marketplace Rules, or the Nasdaq Listing Rules. Ms. Burroughs is not considered independent because she is an executive officer of our company. From November 2023 to February 2024 when Ms. Quigley served as our Senior Advisor and Strategy Officer on an interim basis, she was not independent under Nasdaq Listing Rules and she did not serve on any committees of our board of directors. Ms. Quigley regained her status as an independent director under Nasdaq Listing Rules following the end of her term as our Interim Senior Advisor and Strategy Officer. While serving as our Interim Senior Advisor and Strategy Officer, Ms. Quigley did not participate in the preparation of our financial statements, including any role in compiling or reviewing financial statements. Under the Nasdaq Listing Rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by the Nasdaq Listing Rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

As required under Nasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the committees of our board of directors are comprised entirely of directors determined by the board of directors to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.

Our bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of chairperson of the board of directors and chief executive officer. Currently, Mr. Fellows serves as chairperson of the board and presides over the executive sessions of the board of directors and acts as a liaison between management and the board of directors. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Our board of directors has responsibility for the oversight of risk management, while management has the day-to-day responsibility for the identification and control of risk at our company. Our board of directors, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on us, and the appropriate steps that should be taken in order to monitor and control such exposures. The committees assist our board of directors in fulfilling its risk oversight responsibilities within their respective areas of responsibility. For example, pursuant to its written charter, the audit committee oversees our processes and procedures with respect to financial and enterprise risk. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and practices. The nominating and corporate governance committee focuses on the management of risks associated with the composition, organization, and governance of the board of directors and its committees, as well as our corporate governance structure. The research and development committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from strategic direction and investment in research and development activities. In accordance with our corporate governance guidelines, our board of directors, together with its committees, manages risks related to the succession and contingency planning for our key management personnel. Each committee of the board meets and reports its findings to our board of directors on a regular basis.

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:

Our audit committee consists of Jill Quigley, Ann Taylor and Radhika Tripuraneni. Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. While serving as our Interim Senior Advisor and Strategy Officer, Ms. Quigley did not participate in the preparation of our financial statements, nor did she play any role in compiling or reviewing financial statements. The chair of our audit committee is Ms. Quigley. Our board of directors has determined that Ms. Quigley is an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Our board of directors has also determined that each member of our audit committee can read and understand fundamental consolidated financial statements, in accordance with applicable requirements. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. The audit committee reviews and evaluates, on an annual basis, the audit committee charter. A copy of the audit committee charter is available on our website at https://ir.ternspharma.com/corporate-governance.

Our compensation committee oversees policies relating to compensation and benefits of our officers and employees. The compensation committee reviews and approves or recommends corporate goals and objectives relevant to compensation of our executive officers (other than our chief executive officer), evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The compensation committee also reviews and approves or makes recommendations to our board of directors regarding the issuance of stock options and other awards under our stock plans to our executive officers (other than our chief executive officer). With respect to our chief executive officer’s compensation, the compensation committee reviews her compensation in light of market trends in executive compensation, and makes compensation recommendations to the board based on such review. Our board of directors retains the authority to make compensation decisions relative to our chief executive officer. The compensation committee will review and evaluate, on an annual basis, the compensation committee charter and the compensation committee’s performance. The compensation committee additionally has the discretion to make all decisions under our Compensation Recovery Policy (the “Clawback Policy”). Our compensation committee consists of Jeffrey Kindler, David Fellows and Hongbo Lu. Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of our compensation committee is Mr. Kindler. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the compensation committee charter is available on our website at https://ir.ternspharma.com/corporate-governance.

The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of our board of directors. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and making recommendations to our board of directors concerning governance matters. Our nominating and corporate governance committee consists of David Fellows, Jill Quigley and Carl Gordon. Our board of directors has determined that all members of the nominating and corporate governance committee are independent under the Nasdaq Listing Rules. The chair of our nominating and corporate governance committee is Mr. Fellows. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the nominating and corporate governance committee charter is available on our website at https://ir.ternspharma.com/corporate-governance.

The nominating and corporate governance committee will consider director candidates recommended by stockholders. For a stockholder to make any nomination for election to the board of directors at an annual meeting, the stockholder must provide us notice, which notice must be delivered to, or mailed and received at, our principal executive offices not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided that, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times, and in the forms, required under our bylaws. As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act, information regarding the proposed nominee’s indirect and direct interests in shares of our common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. In addition to satisfying the advance notice provisions in our bylaws relating to director nominations, including the earlier notice deadlines set out above, in order to comply with the SEC’s universal proxy rule, stockholders who intend to solicit proxies in support of director nominees other than our nominees in compliance with Rule 14a-19 under the Exchange Act must also provide notice that sets forth the information required by Rule 14a-19 no later than April 11, 2025. If the date of the 2025 annual meeting changes by more than 30 calendar days from the date of the 2024 annual meeting, such notice must instead be provided by the later of 60 calendar days prior to the date of the 2025 annual meeting or the 10th calendar day following our public announcement of the date of the 2025 annual meeting. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated, which is available, without charge by accessing our filings on the SEC’s website at www.sec.gov or by request from our Corporate Secretary, at 1065 East Hillsdale Blvd., Suite 100, Foster City, California, 94404.

The research and development committee was established in January 2024. It is responsible for assisting the board in its oversight of our strategic direction and investment in research and development, technology and manufacturing and to identify and discuss significant emerging trends and issues in science and technology and consider their potential impact on us. Our research and development committee consists of Hongbo Lu, Ann Taylor and Radhika Tripuraneni. Our board of directors has determined that all members of the research and development committee are independent under the Nasdaq Listing Rules. The chair of our research and development committee is Dr. Tripuraneni. A copy of the research and development committee charter is available on our website at https://ir.ternspharma.com/corporate-governance.

Our nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing and electing) such candidates, may take into account many factors, including but not limited to the following:

Currently, our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

During 2023, our board of directors met 11 times, the audit committee met four times, the compensation committee met five times and the nominating and corporate governance committee met eight times. During 2023, each board of directors member attended at least 75% of the meetings of the board of directors and of the committees of the board of directors on which he or she served. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders.

Should stockholders wish to communicate with the board of directors or any specified individual director, such correspondence should be sent to the attention of the Corporate Secretary, at 1065 East Hillsdale Blvd., Suite 100, Foster City, California 94404. The Corporate Secretary will forward the communication to the board of directors.

During the year ended December 31, 2023, Jeffrey Kindler, David Fellows and Hongbo Lu served as members of our compensation committee, and they continue to serve in that capacity. None of them has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee.

Other than compensation arrangements, including employment arrangements with our directors and executive officers, the following is a description of each transaction since January 1, 2022 in which:

See “Executive Compensation” and “Director Compensation” for information regarding compensation of directors and executive officers.

We have entered into employment agreements with our executive officers. For more information regarding these agreements, see “Executive Compensation—Narrative to Summary Compensation Table and Outstanding Equity Awards at 2023 Fiscal Year End.”

We entered into an amended and restated investors’ rights agreement with the purchasers of our convertible preferred stock, which was subsequently converted into common stock in connection with the IPO, and certain of our other stockholders, including entities with which two of our directors, Dr. Carl L. Gordon, who is a member of the management committee of OrbiMed Advisors LLC, and Dr. Hongbo Lu, who was a Managing Partner at Vivo Capital, are or were recently affiliated. As of December 31, 2023, the holders of approximately 14,277,127 shares of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act.

We have entered into indemnification agreements with certain of our current directors, executive officers and certain other employees. Our amended and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by applicable law.

Our board of directors adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including without limitation purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction.

Our executive officers are set forth below with their ages as of April 22, 2024:

The following biographical information is furnished with regard to our executive officers (except for Ms. Burroughs, whose biographical information appears above under “Nominees for Election to a Three-Year Term Expiring at the Annual Meeting”) as of April 22, 2024:

Erin Quirk, M.D. has served as our President, Head of Research & Development since June 2022. Prior to that, Dr. Quirk was our President, Head of Research & Development and Chief Medical Officer since May 2021, our President and Chief Medical Officer since June 2020 and our Chief Medical Officer since January 2019. She previously served in roles of increasing responsibility at Gilead Sciences, Inc., a publicly-traded biopharmaceutical company, from July 2010 to September 2018, most recently as Vice President of HIV Clinical Research. Dr. Quirk received her undergraduate degree in Biology and English Literature from Drew University and her M.D. from the University of Colorado School of Medicine. She completed her Residency in Internal Medicine and a Fellowship in Infectious Diseases at Barnes-Jewish Hospital, Washington University.

Melita Sun Jung has served as our Chief Business Officer since April 2024. Prior to joining our company, Ms. Jung served as the Chief Business Officer of Structure Therapeutics Inc., a publicly-traded metabolic biopharmaceutical company, from May 2021 through October 2023, and subsequently consulted with that company from November 2023 through December 2023. Before that, Ms. Jung served as Senior Vice President, Head of Business Development at Sangamo Therapeutics, Inc., a publicly-traded genomic medicines company, from July 2017 to May 2021. Ms. Jung served as Senior Director, Corporate Development at Adamas Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company focused on neurological diseases, from July 2014 to June 2017. Before that, Ms. Jung served as Vice President, Business Development at Ascendancy Healthcare, Inc., a company focused on commercializing pharmaceutical products for Asian markets, from April 2012 to May 2014. Prior to that, Ms. Jung held corporate development and commercial roles at Ipsen, Ltd., a pharmaceutical company focused on oncology, rare disease and neuroscience. Ms. Jung started her career in venture capital and fund management at Bay City Capital and Lombard Odier. Ms. Jung received her B.A. in Integrative Biology from the University of California, Berkeley.

Emil Kuriakose, M.D. has served as our Chief Medical Officer, Oncology since May 2023 and our Chief Medical Officer since March 2024. Previously, he served as Chief Medical Officer at Calithera Biosciences, a publicly-traded oncology biopharmaceutical company, from November 2021 to March 2023. Prior to becoming the Chief Medical Officer, Dr. Kuriakose also served as Vice President and Head of Clinical Development at Calithera Biosciences from January 2020 to November 2021, and Sr. Director Clinical Development from January 2019 to January 2020. Previously, Dr. Kuriakose served as Global Clinical Program Lead at Novartis Institutes for BioMedical Research (NIBR), a global pharmaceutical research organization, and Medical Director at Novartis Oncology. Dr. Kuriakose served as a hematology/oncology Fellow at Weill Cornell Medical College and as a research fellow at Memorial Sloan Kettering Cancer Center. He completed his Residency at UT Southwestern Medical Center, where he also served as an attending physician. Dr. Kuriakose earned an M.D. from SUNY Stony Brook University School of Medicine and a B.S. in Neuroscience from New York University.

Mark Vignola, Ph.D. has served as our Chief Financial Officer since August 2020 and Treasurer since January 2021. Previously, he served as the Chief Financial Officer of Applied Therapeutics, Inc., a publicly-traded biotechnology company, from April 2019 to May 2020. Before that, Dr. Vignola served in roles of increasing responsibility at Intercept Pharmaceuticals, Inc., a publicly-traded biotechnology company, from June 2015 until April 2019, most recently as the Head of Corporate and Investor Relations. Dr. Vignola received his undergraduate degree in Biology from Boston College and Ph.D. in Molecular Genetics & Microbiology from Duke University.

Bryan Yoon, Esq. has served as our Chief Operating Officer and General Counsel since November 2020 and Secretary since January 2021. From November 2019 to November 2020, he served as the Chief Administrative Officer, General Counsel and Secretary of LogicBio Therapeutics, Inc. a publicly-traded biotechnology company. Before that, he served as the General Counsel and Corporate Secretary at Nightstar Therapeutics, plc, a publicly-traded biotechnology company, from November 2017 until its acquisition by Biogen Inc. in June 2019. Prior to joining Nightstar, Mr. Yoon served in roles of increasing responsibility at Intercept Pharmaceuticals, Inc., a publicly-traded biotechnology company, where he most recently was Senior Vice President, Legal Affairs and Corporate Secretary. Mr. Yoon received his undergraduate degree in Economics and Master of Engineering in Operations Research and Industrial Engineering from Cornell University and his J.D. from University of Michigan Law School.

This section discusses the material components of the executive compensation program for our 2023 named executive officers. Our named executive officers for fiscal year 2023 were:

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2023 and December 31, 2022.

(1)

Amounts reflect the full grant date fair value of option awards granted for the respective fiscal year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 5 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these amounts.

(2)

The amounts reported in this column represent a $13,200 and $12,200 employer contribution to our 401(k) plan that were made on behalf of each of our named executive officers for the years ended December 31, 2023 and December 31, 2022, respectively. In addition, the amounts reported in this column include other de minimis perquisites, such as life insurance premiums and other allowances.

(3)

In August 2023, we entered into a separation agreement with Senthil Sundaram, our former Chief Executive Officer. Pursuant to the separation agreement, Mr. Sundaram was entitled to receive severance in the amount of $602,300, 100% of his annual target discretionary bonus for 2023 in the amount of $301,150, continued health benefits for dependents which has been estimated at $54,000 and reimbursement for legal fees incurred with negotiating the separation agreement of $10,000.

(5)

The non-equity incentive plan compensation for 2023 was determined based on a 110% corporate achievement level. The amounts denoted in the bonus column represent bonus payments made to the respective named executive officer above the 110% corporate achievement level. In addition, the bonus amounts include prorated retention and recognition awards earned in 2023. Please see “2023 Retention Awards” for further details.

Our named executive officers each receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. During fiscal year 2023, our named executive officers’ annual base salaries were as follows:

Effective as of January 1, 2024, the annual base salaries for Dr. Quirk, Dr. Vignola and Mr. Yoon are $553,000, $475,000 and $490,700 respectively.

We maintain an annual performance-based cash bonus program in which each of our named executive officers participated in 2023. Each named executive officer’s target bonus is expressed as a percentage of base salary, and bonus payments are determined based on achievement of certain performance goals approved by our board of directors. The 2023 annual bonus for Mr. Sundaram was targeted at 50% of his annual base salary, the 2023 annual bonus for Dr. Quirk was targeted at 45% of her annual base salary, the 2023 annual bonus for Dr. Vignola was targeted at 40% of his base salary and the 2023 annual bonus for Mr. Yoon was targeted at 40% of his base salary. In January 2024, our board of directors determined annual performance-based cash bonus amounts for 2023, and the 2023 annual bonuses earned by our named executive officers are set forth in the Summary Compensation Table above in the column entitled “Bonus” and “Non-Equity Incentive Plan Compensation”. For fiscal 2024, the target bonuses for our named executive officers are as follows: Dr. Quirk: 45%; Dr. Vignola: 40%; and Mr. Yoon: 40%.

In August 2023, Dr. Vignola and Mr. Yoon received retention awards payable in cash in the aggregate amount of $675,000 for Dr. Vignola and $450,000 for Mr. Yoon. Each retention award is payable in two installments of 33% of the award on February 15, 2024 and 67% of the award on August 15, 2024, subject to the applicable officer’s continued employment with us through such date.

In November 2023, Dr. Quirk received a retention award payable in cash in the aggregate amount of $575,000 and a recognition bonus in the aggregate amount of $100,000. The retention award is payable in two installments of 33% of the award on February 15, 2024 and 67% of the award on August 15, 2024, and the recognition bonus was paid on January 15, 2024, with each payment subject to Dr. Quirk’s continued employment with us through such date.

We have granted stock options to our employees, including our named executive officers, in order to attract and retain them, as well as to align their interests with the interests of our stockholders. In order to provide a long-term incentive, these stock options generally vest over four years subject to continued service to us.

Our 2021 Incentive Award Plan, or the 2021 Plan, allows us to make grants of cash and equity incentives to our directors, employees (including our named executive officers) and consultants and certain of our affiliates in order to enable us to obtain and retain services of these individuals, which is essential to our long-term success.

On February 1, 2023, Mr. Sundaram, Dr. Quirk, Dr. Vignola and Mr. Yoon were granted options to purchase 900,000, 600,000, 360,000 and 360,000 shares of our common stock, respectively, under the 2021 Plan. These options vested as to 25% of the shares on January 1, 2024, and will continue to vest in monthly installments over 36 months thereafter, generally subject to the named executive officer’s continued service through the applicable vesting date. On January 26, 2024, Dr. Quirk, Dr. Vignola and Mr. Yoon were granted options to purchase 150,000, 137,500 and 137,500 shares of our common stock, respectively, and were awarded restricted stock units (“RSUs”) of 75,000, 68,750 and 68,750 for shares of our stock, respectively, under the 2021 Plan. The options granted on January 26, 2024 vest as to 25% of the shares on January 1, 2025, and in monthly installments over 36 months thereafter, generally subject to the named executive officer’s continued service through the applicable vesting date. The RSUs vest as to 25% of the shares on January 1, 2025, and in quarterly installments over 12 quarters thereafter, generally subject to the named executive officer’s continued service through the applicable vesting date.

Our employees, including our named executive officers, who satisfy certain eligibility requirements are eligible to participate in our 401(k) plan. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. In 2023, for each participant, we made matching contributions to the 401(k) plan equal to 100% of the first 4% of eligible contribution, up to $13,200. In 2022, for each participant, we made matching contributions to the 401(k) plan equal to 100% of the first 4% of eligible contribution, up to $12,200. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans. These health and welfare plans include medical, dental and vision benefits; short-term and long-term disability insurance; and supplemental life and AD&D insurance.

We determine perquisites on a case-by-case basis and will provide a perquisite to a named executive officer when we believe it is necessary to attract or retain the named executive officer. However, in 2023, we did not provide any perquisites or personal benefits to our named executive officers not otherwise made available to our other employees.

The following table summarizes the number of shares of common stock underlying outstanding option awards for each named executive officer as of December 31, 2023.

(1)

Except as otherwise indicated, 1/4th of the shares subject to each option vest on the 12-month anniversary of the vesting commencement date and 1/48th of the shares subject to the option vest on each monthly anniversary of the vesting commencement date for three years thereafter, subject to continued service with us through each vesting date.

(2)

Pursuant to the terms of the named executive officer’s amended employment letter agreement, the shares subject to the option will vest in full in the event of a termination of the executive’s employment by us without “cause” or the executive’s resignation for “good reason” (each such term as defined in the named executive officer’s employment letter agreement), in each case, that occurs after entering into a definitive agreement providing for a change in control and within three months prior to or 12 months following a change in control of our company.

(3)

In August 2023, we entered into a separation agreement with Senthil Sundaram, our former Chief Executive Officer. Under the separation agreement, the vesting of each equity award held by Mr. Sundaram was fully accelerated at termination in November 2023 and each stock option held by Mr. Sundaram will remain outstanding and exercisable until the earliest of (a) three years after the Termination Date, (b) the closing of any Change in Control (as defined in Mr. Sundaram’s employment agreement) or (c) the original expiration of the option.

(4)

Pursuant to the terms of the named executive officer’s employment letter agreement, the named executive officer may exercise the option prior to vesting and be issued restricted shares, subject to entering into a restricted shares agreement with us, provided that such restricted shares will be subject to the same vesting schedule applicable to the related option award.

In July 2020, we adopted the Terns Pharmaceuticals, Inc. Change in Control Policy, or the “CIC Policy”, in which our executive officers (including our named executive officers), senior executives with a title of “Vice President” or higher, and other employees designated by our board are eligible to participate. Pursuant to the CIC Policy, 100% of a participant’s then-outstanding equity awards will vest in full in the event of a termination of the participant’s employment without “cause” or the participant’s resignation for “good reason” (each such term generally defined in the same way they are defined in Mr. Sundaram’s amended employment letter agreement), in each case, that occurs after entering into a definitive agreement providing for a change in control and within three months prior to or 12 months following a change in control of our company, subject to the participant’s timely execution and non-revocation of a general release of claims against us. If equity awards are subject to performance-based vesting conditions and such performance criteria have not or cannot be determined as of the date of the qualifying termination, such performance criteria shall be deemed to have been achieved at target levels. If a qualifying termination occurs after entering into a definitive agreement providing for a change in control but before the occurrence of an actual change in control event, the acceleration of the participant’s equity awards will occur upon the change in control event and not the qualifying termination.

We do not have a hedging policy for our employees, officers, and directors at this time.

We adopted a Compensation Recovery Policy (the “Clawback Policy”) effective October 2023, that complies with Nasdaq and SEC rules and regulations. If we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the federal securities laws, we will recover any erroneously awarded incentive-based compensation from applicable current or former officers. Our Clawback Policy is set forth in an exhibit to our Annual Report on Form 10-K for the fiscal year 2023.

In November 2022, we entered into an amended employment letter agreement (the “Amended Agreement”) with Mr. Sundaram setting forth the terms and conditions of his employment with us as our Chief Executive Officer. Under this agreement, Mr. Sundaram was entitled to receive a base salary, which was $561,400 for fiscal year 2022. Mr. Sundaram was also eligible for a target bonus opportunity of 50% of his annual base salary in 2022.

In the event of an Involuntary Termination (as defined in his Amended Agreement), Mr. Sundaram was entitled to receive the following benefits, in addition to any accrued obligations and subject to his timely execution and non-revocation of a general release of claims in our favor: (i) continuation of his then-current annual base salary for a period of 12 months, (ii) a prorated portion of his annual performance bonus at 100% of target, and (iii) continuation of his healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 36 months. Further, and notwithstanding the terms of any equity award or the plan pursuant to which an equity award is or was granted to Mr. Sundaram, in the event of an Involuntary Termination that is as a result of Mr. Sundaram’s death or that occurs within three months prior to or anytime following a Disability (as defined further below), then the vesting of each equity award held by Mr. Sundaram was to be fully accelerated as of the termination date and each option to purchase common stock held by Mr. Sundaram would have remained outstanding and exercisable until the earliest of: (i) three (3) years after the Involuntary Termination, (ii) the closing of a change in control or (iii) the original expiration date of the option.

Additionally, in the event of an Involuntary Termination following a “potential change in control” and within three months prior to or 12 months following a “change in control” of our company (in each case as defined in his Amended Agreement), he was entitled to receive the following benefits, in addition to any accrued obligations and subject to his timely execution and non-revocation of a general release of claims in our favor: (i) continuation of his then-current annual base salary for a period of 18 months, (ii) his annual performance bonus at 150% of target, (iii) continuation of his healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 36 months and (iv) full vesting acceleration of all his then-outstanding equity awards.

The Amended Agreement defined an “Involuntary Termination” as a separation resulting from a termination without “cause,” a voluntary resignation by Mr. Sundaram for “good reason,” Mr. Sundaram’s termination as a result of Disability, or Mr. Sundaram’s death. “Disability” was defined as Mr. Sundaram’s inability to perform essential functions of his position due to physical or mental impairment that can reasonably be expected to result in death or can reasonably be expected to continue for a period in excess of ninety (90) days in any twelve (12) month period.

The Amended Agreement generally defined “cause” to mean the occurrence of any one or more of the following, subject to certain notice and cure rights: (i) the commission of any crime involving fraud, dishonesty or moral turpitude, (ii) the attempted commission of or participation in a fraud or act of dishonesty against us that results in (or might have reasonably resulted in) material harm to our business; (iii) the intentional, material violation of any contract or agreement between him and us or any statutory duty owed to us, or (iv) conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to our business.

The Amended Agreement generally defined “good reason” to mean the occurrence of any one or more of the following, without his consent and subject to certain notice and cure rights: (i) the assignment of any duties or responsibilities that results in a material diminution in his function (as in effect immediately prior to the effective date of the change in control transaction, if applicable); (ii) a reduction of greater than 10% in his annual base salary (as in effect on the effective date of the change in control transaction, if applicable); provided, however, that good reason shall not be deemed to have occurred in the event of a reduction in his annual base salary that is pursuant to a salary reduction program affecting substantially all of our employees and that does not adversely affect him to a greater extent than other similarly situated employees; or (iii) a relocation of his primary business office to a location more than 30 miles from the location of his primary business office (as of the effective date of the change in control transaction, if applicable), except for required travel on our business (to an extent substantially consistent with his business travel obligations prior to the effective date of the change in control transaction, if applicable).

In August 2023, we entered into a separation agreement with Mr. Sundaram providing for Mr. Sundaram’s resignation and related severance. Pursuant to the separation agreement, Mr. Sundaram was entitled to receive severance in the amount of $602,300, less applicable payroll withholdings, which was equivalent to 12 months of Mr. Sundaram’s annual base salary, payable in our regular payroll in regular installments over the 12 months after the separation agreement was entered into. Mr. Sundaram was also entitled to receive 100% of his annual target discretionary bonus for 2023 in the amount of $301,150, less applicable payroll withholdings. In addition, subject to eligibility, the separation agreement provided for continued payment by us of COBRA premiums for health benefit coverage for Mr. Sundaram and his dependents for up to 36 months following the date of Mr. Sundaram’s termination. Mr. Sundaram was also entitled to receive reimbursement of legal fees incurred in connection with the negotiation of the separation agreement up to an amount of $10,000. Under the separation agreement, the vesting of each equity award held by Mr. Sundaram was fully accelerated as of the date of termination and each stock option held by Mr. Sundaram was to remain outstanding and exercisable until the earliest of (a) three years after his date of termination, (b) the closing of any Change in Control (as defined in Mr. Sundaram’s employment agreement) or (c) the original expiration of the option.

In August 2020, we entered into an employment letter agreement with Dr. Quirk setting forth the terms and conditions of her continued employment with us as our President, Head of Research & Development. Under this agreement, Dr. Quirk was entitled to receive a base salary, which was $475,200 for fiscal year 2022. Dr. Quirk was also eligible for a target bonus opportunity of 45% of her annual base salary in 2022.

On November 14, 2023, we entered into an amended and restated employment agreement with Dr. Quirk (“Amended Quirk Agreement”) which amends Dr. Quirk’s earlier employment agreement to, among other things, reflect an annual base salary of $531,700 for 2023 and a target bonus of 45% of her base salary, as previously approved by the compensation committee of the board. In addition, the Amended Quirk Agreement (i) provides for a retention bonus payable in cash in the aggregate amount of $575,000 (“Quirk Retention Award”), 33% of which was paid in February 2024 and 67% of which will be paid in August 2024, subject to her ongoing service, and a one-time special recognition bonus in the amount of $100,000 (“Quirk Recognition Award”), which was paid in January 2024, and (ii) adjusts her severance benefits in the context of an involuntary termination of employment in connection with a change in control to provide for payment of a full target bonus rather than a pro rata bonus.

In the event of an Involuntary Termination (as defined in the Amended Quirk Agreement), Dr. Quirk is entitled to receive the following benefits, in addition to any accrued obligations and subject to her timely execution and non-revocation of a general release of claims in our favor: (i) continuation of her then-current annual base salary for a period of 12 months, (ii) a prorated portion of her annual performance bonus at 100% of target, (iii) a lump sum payment equal to the unpaid portion of the Quirk Retention Award and Quirk Recognition Award and (iv) continuation of her healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 12 months.

Additionally, in the event of an Involuntary Termination within three months prior to or 12 months following a Change in Control (as defined in the Amended Quirk Agreement), she is entitled to receive the following benefits, in addition to any accrued obligations and subject to her timely execution and non-revocation of a general release of claims in our favor: (i) continuation of her then-current annual base salary for a period of 12 months, (ii) her annual performance bonus at 100% of target, (iii) a lump sum payment equal to the unpaid portion of the Quirk Retention Award and Quirk Recognition Award, (iv) full vesting acceleration of all her then-outstanding equity awards and (v) continuation of her healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 12 months.

The Amended Quirk Agreement defines an “Involuntary Termination” as a separation resulting from a termination without “cause” or a voluntary resignation by Dr. Quirk for “good reason”.

The Amended Quirk Agreement generally defines “cause” to mean the occurrence of any one or more of the following, subject to certain notice and cure rights: (i) the commission of any crime involving fraud, dishonesty or moral turpitude, (ii) the attempted commission of or participation in a fraud or act of dishonesty against us that results in (or might have reasonably resulted in) material harm to our business; (iii) the intentional, material violation of any contract or agreement between her and us or any statutory duty owed to us, or (iv) conduct that constitutes gross insubordination, or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to our business.

The Amended Quirk Agreement generally defines “good reason” to mean the occurrence of any one or more of the following, without her consent and subject to certain notice and cure rights: (i) the assignment of any duties or responsibilities that results in a material diminution in her function (as in effect immediately prior to the effective date of the Amended Quirk Agreement, or immediately following the effective date of the change in control transaction, if applicable); provided, however, that good reason shall not be deemed to have occurred due to a change in Dr. Quirk’s title so long as such title reasonably reflects the duties and responsibilities that are customary for her role; (ii) a reduction of greater than 10% in her annual base salary (as in effect on the effective date of the Amended Quirk Agreement, or immediately following the effective date of the change in control transaction, if applicable); provided, however, that good reason shall not be deemed to have occurred in the event of a reduction in her annual base salary that is pursuant to a salary reduction program affecting all of our C-level officers and that does not adversely affect her to a greater extent than other C-level officers; or (iii) a relocation of her primary business office to a location more than 30 miles from the location of her primary business office (as of the effective date of the Amended Quirk Agreement, or immediately following the effective date of the change in control transaction, if applicable), except for required travel on our business (to an extent substantially consistent with her business travel obligations prior to the effective date of the change in control transaction, if applicable).

In August 2020, we entered into an employment letter agreement with Dr. Vignola setting forth the terms and conditions of his employment with us as our Chief Financial Officer and Treasurer. Under this agreement, Dr. Vignola was entitled to receive a base salary, which was $416,300 for fiscal year 2022. Dr. Vignola was also eligible for a target bonus opportunity of 40% of his annual base salary in 2022.

On November 14, 2023, we entered into an amended and restated employment agreement with Dr. Vignola (“Amended Vignola Agreement”) to, among other things, (i) reflect an annual base salary of $445,000 and a target bonus of 40% of such annual base salary for Dr. Vignola, in each case as previously approved by the compensation committee of the board, (ii) memorialize the retention award from us in an aggregate amount equal to $675,000 (“Vignola Retention Award”), as approved by the board on August 2, 2023, 33% of which was paid in February 2024 and 67% of which will be paid in August 2024, subject to his ongoing service, and (iii) adjust his severance benefits in the context of an involuntary termination of employment in connection with a change in control to provide for payment of a full target bonus rather than a pro rata bonus.

In the event of an Involuntary Termination (as defined in the Amended Vignola Agreement), Dr. Vignola is entitled to receive the following benefits, in addition to any accrued obligations and subject to his timely execution and non-revocation of a general release of claims in our favor: (i) continuation of his then-current annual base salary for a period of 12 months, (ii) a prorated portion of his annual performance bonus at 100% of target, (iii) a lump sum payment equal to the unpaid portion of the Vignola Retention Award and (iv) continuation of his healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 12 months.

Additionally, in the event of an Involuntary Termination within three months prior to or 12 months following a Change in Control (as defined in the Amended Vignola Agreement), he is entitled to receive the following benefits, in addition to any accrued obligations and subject to his timely execution and non-revocation of a general release of claims in our favor: (i) continuation of his then-current annual base salary for a period of 12 months, (ii) his annual performance bonus at 100% of target, (iii) a lump sum payment equal to the unpaid portion of the Vignola Retention Award, (iv) full vesting acceleration of all his then-outstanding equity awards and (v) continuation of his healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 12 months.

The Amended Vignola Agreement defines an “Involuntary Termination” as a separation resulting from a termination without “cause” or a voluntary resignation by Dr. Vignola for “good reason”.

The Amended Vignola Agreement generally defines “cause” to mean the occurrence of any one or more of the following, subject to certain notice and cure rights: (i) the commission of any crime involving fraud, dishonesty or moral turpitude, (ii) the attempted commission of or participation in a fraud or act of dishonesty against us that results in (or might have reasonably resulted in) material harm to our business; (iii) the intentional, material violation of any contract or agreement between him and us or any statutory duty owed to us, or (iv) conduct that constitutes gross insubordination, or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to our business.

The Amended Vignola Agreement generally defines “good reason” to mean the occurrence of any one or more of the following, without his consent and subject to certain notice and cure rights: (i) the assignment of any duties or responsibilities that results in a material diminution in her function (as in effect immediately prior to the effective date of the Amended Vignola Agreement, or immediately following the effective date of the change in control transaction, if applicable); provided, however, that good reason shall not be deemed to have occurred due to a change in Dr. Vignola’s title so long as such title reasonably reflects the duties and responsibilities that are customary for his role; (ii) a reduction of greater than 10% in his annual base salary (as in effect on the effective date of the Amended Vignola Agreement, or immediately following the effective date of the change in control transaction, if applicable); provided, however, that good reason shall not be deemed to have occurred in the event of a reduction in his annual base salary that is pursuant to a salary reduction program affecting all of our C-level officers and that does not adversely affect him to a greater extent than other C-level officers; or (iii) a relocation of his primary business office to a location more than 30 miles from the location of his primary business office (as of the effective date of the Amended Vignola Agreement, or immediately following the effective date of the change in control transaction, if applicable), except for required travel on our business (to an extent substantially consistent with his business travel obligations prior to the effective date of the change in control transaction, if applicable).

In October 2020, we entered into an employment letter agreement with Mr. Yoon setting forth the terms and conditions of his employment with us as our Chief Operating Officer, General Counsel and Secretary. Under this agreement, Mr. Yoon was entitled to receive a base salary, which was $437,900 for fiscal year 2022. Mr. Yoon was also eligible for a target bonus opportunity of 40% of his annual base salary in 2022.

On November 14, 2023, we entered into an amended and restated employment agreement with Mr. Yoon (“Amended Yoon Agreement”) to, among other things, (i) reflect an annual base salary of $471,800 and a target bonus of 40% of such annual base salary, (ii) memorialize the retention award from us in an aggregate amount equal to $450,000 (“Yoon Retention Award”), as approved by the board on August 2, 2023, 33% of which was paid in February 2024 and 67% of which will be paid in August 2024, subject to his ongoing service, and (iii) adjust his severance benefits in the context of an involuntary termination of employment in connection with a change in control to provide for payment of a full target bonus rather than a pro rata bonus.

In the event of an Involuntary Termination (as defined in the Amended Yoon Agreement), Mr. Yoon is entitled to receive the following benefits, in addition to any accrued obligations and subject to his timely execution and non-revocation of a general release of claims in our favor: (i) continuation of his then-current annual base salary for a period of 12 months, (ii) a prorated portion of his annual performance bonus at 100% of target, (iii) a lump sum payment equal to the unpaid portion of the Yoon Retention Award and (iv) continuation of his healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 12 months.

Additionally, in the event of an Involuntary Termination within three months prior to or 12 months following a Change in Control (as defined in the Amended Yoon Agreement), he is entitled to receive the following benefits, in addition to any accrued obligations and subject to his timely execution and non-revocation of a general release of claims in our favor: (i) continuation of his then-current annual base salary for a period of 12 months, (ii) his annual performance bonus at 100% of target, (iii) a lump sum payment equal to the unpaid portion of the Yoon Retention Award, (iv) full vesting acceleration of all his then-outstanding equity awards and (v) continuation of his healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 12 months.

The Amended Yoon Agreement defines an “Involuntary Termination” as a separation resulting from a termination without “cause” or a voluntary resignation by Mr. Yoon for “good reason”.

The Amended Yoon Agreement generally defines “cause” to mean the occurrence of any one or more of the following, subject to certain notice and cure rights: (i) the commission of any crime involving fraud, dishonesty or moral turpitude, (ii) the attempted commission of or participation in a fraud or act of dishonesty against us that results in (or might have reasonably resulted in) material harm to our business; (iii) the intentional, material violation of any contract or agreement between him and us or any statutory duty owed to us, or (iv) conduct that constitutes gross insubordination, or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to our business.

The Amended Yoon Agreement generally defines “good reason” to mean the occurrence of any one or more of the following, without his consent and subject to certain notice and cure rights: (i) the assignment of any duties or responsibilities that results in a material diminution in his function (as in effect immediately prior to the effective date of the Amended Yoon Agreement, or immediately following the effective date of the change in control transaction, if applicable); provided, however, that good reason shall not be deemed to have occurred due to a change in Mr. Yoon’s title so long as such title reasonably reflects the duties and responsibilities that are customary for his role; (ii) a reduction of greater than 10% in his annual base salary (as in effect on the effective date of the Amended Yoon Agreement, or immediately following the effective date of the change in control transaction, if applicable); provided, however, that good reason shall not be deemed to have occurred in the event of a reduction in his annual base salary that is pursuant to a salary reduction program affecting all of our C-level officers and that does not adversely affect him to a greater extent than other C-level officers; or (iii) a relocation of his primary business office to a location more than 30 miles from the location of his primary business office (as of the effective date of the Amended Yoon Agreement, or immediately following the effective date of the change in control transaction, if applicable), except for required travel on our business (to an extent substantially consistent with his business travel obligations prior to the effective date of the change in control transaction, if applicable).

On February 6, 2024, we entered into an employment agreement with Amy Burroughs (the “Burroughs Agreement”) pursuant to which Ms. Burroughs serves as our Chief Executive Officer.

Pursuant to the Burroughs Agreement, Ms. Burroughs is entitled to receive a starting annualized base salary of $625,000, and is eligible to receive an annual cash bonus targeted at 50% of her annual base salary then in effect, with the actual amount of such bonus, if any, to be based upon the achievement of performance objectives established by the board. For calendar year 2024, any annual bonus paid to Ms. Burroughs will be determined based on achievement of performance goals to be determined by the compensation committee of the board, after consultation with Ms. Burroughs, within the first three months of her employment and will not be prorated for the partial year of service. Ms. Burroughs is also eligible to participate in our employee benefit plans, subject to the terms and conditions of such plans. In addition, we agreed to pay legal fees for Ms. Burroughs incurred in connection with negotiation of the Burroughs Agreement up to an amount of $15,000.

In accordance with the Burroughs Agreement, the board also approved the grant to Ms. Burroughs, effective as of March 1, 2024 (the “Grant Date”), of a stock option to purchase 1,250,000 shares of our common stock at an exercise price per share equal to the closing price per share of the common stock on The Nasdaq Global Select Market on the Grant Date and of a restricted stock unit award representing the right to receive 150,000 shares of our common stock. The option award has a ten-year term and vests over a four-year period, with 25% of the shares underlying the award vesting on the first anniversary of the Grant Date and the remaining 75% of the shares underlying the award vesting monthly over the subsequent three-year period, subject to Ms. Burroughs’ continued employment by us. The restricted stock unit award vests as to 50% of the shares underlying the award if the average closing price of our common stock over 30 consecutive trading days equals or exceeds $15.00 per share and as to the remaining 50% of the shares underlying the award if the average closing price of our common stock over 30 consecutive trading days equals or exceeds $20.00 per share, subject to Ms. Burroughs’ continued employment by us; provided that vesting shall not be deemed to occur earlier than the first anniversary of her employment start date, except in the case of an Involuntary Termination (as defined below) or a Change in Control of our company (as defined in the Burroughs Agreement), and that vesting must be achieved on or before the fourth anniversary of her employment start date. Notwithstanding the foregoing, in the event of an Involuntary Termination prior to the first anniversary of her employment start date, and if either or both of the milestone stock prices has been achieved by the date of Involuntary Termination, the restricted stock units will vest based on that achievement effective as of the termination date and further, if at any time we are is subject to a Change in Control in which the price per share payable in respect of our common stock in that transaction is equal to or greater than a milestone stock price, the restricted stock units that can be earned based on that milestone stock price will vest immediately prior to the closing of the Change in Control. Each of the option award and the restricted stock unit award is subject to the terms and conditions of the applicable award agreement and was granted pursuant to the Terns 2022 Employment Inducement Award Plan.

In the event of an Involuntary Termination, Ms. Burroughs is entitled to receive the following benefits, in addition to any accrued obligations and subject to her timely execution and non-revocation of a general release of claims in our favor: (i) continuation of her then-current annual base salary for a period of 12 months, (ii) a pro-rated portion of her annual performance bonus at 100% of target and (iii) continuation of her healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 12 months.

Additionally, in the event of an Involuntary Termination within three months prior to or 12 months following a Change in Control (as defined in the Burroughs Agreement), she is entitled to receive the following benefits, in addition to any accrued obligations and subject to her timely execution and non-revocation of a general release of claims in our favor: (i) continuation of her then-current annual base salary for a period of 18 months, (ii) one and one half times her annual performance bonus at 100% of target, (iii) full vesting acceleration of all her then-outstanding equity awards and (iv) continuation of her healthcare insurance coverage (or an equivalent reimbursement from us) for a period of 18 months.

The Burroughs Agreement defines an “Involuntary Termination” as a separation resulting from a termination without “cause” or a voluntary resignation by Ms. Burroughs for “good reason”.

The Burroughs Agreement generally defines “cause” to mean the occurrence of any one or more of the following, subject to certain notice and cure rights: (i) the commission of any crime involving fraud, dishonesty or moral turpitude, (ii) the attempted commission of or participation in a fraud or act of dishonesty against us that results in (or might have reasonably resulted in) material harm to our business; (iii) the intentional, material violation of any contract or agreement between her and us or any statutory duty owed to us, or (iv) conduct that constitutes gross insubordination, or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to our business.

The Burroughs Agreement generally defines “good reason” to mean the occurrence of any one or more of the following, without her consent and subject to certain notice and cure rights: (i) a material diminution in her duties, authorities or responsibilities; (ii) a reduction of greater than 10% in her annual base salary (as in effect on the effective date of the Change in Control transaction, if applicable); provided, however, that good reason shall not be deemed to have occurred in the event of a reduction in her annual base salary that is pursuant to a salary reduction program affecting all of our C-level officers and that does not adversely affect her to a greater extent than our other C-level officers; or (iii) a relocation of her primary business office to a location more than 30 miles from the location of her then-primary business office.

The following table provides information on our equity compensation plans as of December 31, 2023. Information is included for equity compensation plans approved by our stockholders and for equity compensation plans not approved by our stockholders.

(2)

Includes 1,005,587 and 701,671 shares of common stock available for issuance under the 2021 Plan and the ESPP, respectively, as of December 31, 2023. No shares are available for issuance under the 2017 Plan. Shares under the 2017 Plan that expire, terminate or are forfeited prior to exercise or settlement automatically become available for issuance under the 2021 Plan.

(3)

The number of shares of common stock reserved for issuance pursuant to equity awards under the 2021 Plan will automatically increase January 1 of each year for a period of up to ten years, commencing on January 1, 2022 and continuing through and including January 1, 2031 by the lesser of (i) the amount equal to 5% of the number of shares issued and outstanding on the last day of the immediately preceding fiscal year or (ii) such lower number of shares as may be determined by the board of directors. The number of authorized shares reserved for issuance under the 2021 Plan was increased by 3,228,835 shares effective as of January 1, 2024.

(4)

The number of shares of common stock reserved for issuance under the ESPP will increase January 1 of each year for a period of up to ten years commencing January 1, 2022 and continuing through and including January 1, 2031 by the lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of common stock on December 31 immediately prior to the date of increase; (ii) such number of shares as may be determined by the board of directors; provided, however, no more than 3,300,009 shares may be issued under the ESPP. The number of authorized shares reserved for issuance under the 2021 ESPP was increased by 645,767 shares effective as of January 1, 2024.

(5)

Includes securities issuable under our 2022 Employment Inducement Plan (the “2022 Inducement Plan”). See Note 5 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding the terms of the 2022 Inducement Plan and general terms of the awards made under the 2022 Inducement Plan.

In January 2022, our board of directors adopted a non-employee director compensation policy, upon the review and recommendation of our compensation committee and independent compensation consultants. Mr. Sundaram received no additional compensation for his service as director.

The following summarizes our non-employee director compensation policy in effect currently and during 2023:

Under our non-employee director compensation policy, as in effect currently and during 2023, each non-employee director receives an annual cash retainer for service to our board of directors (“Base Fee”) and an additional annual cash retainer for service as a member or the chair of any committee of our board of directors, in each case, prorated for partial years of service, as follows:

Starting in January 2022, our non-employee director compensation program provides that each non-employee director will automatically be granted an option to purchase 64,000 shares of our common stock upon the director’s initial appointment or election to our board of directors, referred to as the Initial Grant, and an option to purchase 32,000 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter, referred to as the Annual Grant. Prior to January 2022, our non-employee director compensation program provided that each non-employee director would automatically be granted an option to purchase 44,000 shares of our common stock upon the director’s initial appointment or election to our board of directors, referred to as the Initial Grant, and an option to purchase 22,000 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter, referred to as the Annual Grant. Prior to September 2021, our non-employee director compensation program provided that each non-employee director would receive an option to purchase 25,000 shares as an Initial Grant and an option to purchase 12,500 shares as an Annual Grant.

The Initial Grant will vest as to 1/3rd of the total shares subject thereto on the first anniversary of the applicable date of grant and as to 1/36th of the total shares subject thereto on each monthly anniversary of the applicable date of grant over the next 24 months thereafter, subject to continued service through each applicable vesting date. The Annual Grant will vest on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the annual meeting of stockholders following the date of grant, in each case, subject to continued service through the applicable vesting date. Each Initial Grant and Annual Grant will vest in full in the event of a change in control.

In addition to the above, in January 2024, our board of directors approved an amendment to our non-employee director compensation program providing for the following compensation for members of our Research and Development Committee:

In April 2024, our board of directors approved an amendment to our non-employee director compensation program providing that, starting July 1, 2024, non-employee directors may elect on an annual basis to receive an option award in lieu of a cash payment for their applicable Base Fee. We refer to these options in lieu of cash Base Fees as Base Fee Grants. The Base Fee Grants will have a Black-Scholes value approximately equal to the amount of the applicable Base Fee based on the average closing price of our common stock over a 30-day period prior to the grant. Notwithstanding any election by the non-employee director, if the applicable 30-day average closing price is not equal to or greater than $3.00 per share, all Base Fees will be paid to the non-employee directors in cash.

For 2024, any election to receive a Base Fee Grant must be made by a non-employee director prior to July 1, 2024 and will apply to the Base Fee payable to such director for the remainder of calendar year 2024. In relation to any future calendar year, any election to receive a Base Fee Grant must be made by a non-employee director prior to the start of such calendar year and will apply to the Base Fee payable to such director for the full calendar year. The Base Fee Grants will vest on a pro rata monthly basis for the service period to which the Base Fees relate, subject to continued service through the applicable vesting date. Each Base Fee Grant will vest in full in the event of a change in control.

Additionally, we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and its committees.

(1)

Amounts reflect the full grant date fair value of option awards granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 5 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these amounts.

(2)

On November 14, 2023, we entered into an employment agreement with Jill M. Quigley, effective on November 15, 2023 (“Effective Date”), pursuant to which Ms. Quigley, a member of our board, would serve as our Senior Advisor and Strategy Officer on an interim basis in an executive officer capacity until a permanent chief executive officer was engaged (“Quigley Agreement”). However, on February 6, 2024, we entered into an employment agreement with Amy Burroughs, and effective as of February 7, 2024, Ms. Burrough assumed the position of Chief Executive Officer. Accordingly, effective February 7, 2024, Ms. Quigley ceased to serve as Interim Senior Advisor and Strategy Officer. During her service as an interim executive officer, Ms. Quigley was not considered an independent director nor was she eligible to serve in her current positions on the audit committee and the nominating and corporate governance committee of the board. Pursuant to the Quigley Agreement, Ms. Quigley received an annualized base salary of $200,000 and a one-time starting bonus of $33,333. The Quigley Agreement provides for the grant to Ms. Quigley, effective as of the Effective Date, of restricted stock units for 15,000 shares of our common stock pursuant to our 2021 Incentive Award Plan (“Equity Award”). The Equity Award will vest in full on August 1, 2024 (“Vesting Date”), subject to Ms. Quigley’s continued service with us as an employee, officer, director or consultant through the Vesting Date. The Equity Award will fully vest upon a change in control of the company.

The table below shows the aggregate numbers of stock options and restricted stock units held as of December 31, 2023 by each nonemployee director.

In June 2023, Messrs. Fellows, Gordon, Kindler, Lu, Quigley, Taylor and Tripuraneni were each awarded an option to purchase 32,000 shares of our common stock as an Annual Grant. In November 2023, in connection with her interim role as Senior Advisor and Strategy Officer, Ms. Quigley’s interim employment agreement provided for the grant of restricted stock units for 15,000 shares of our common stock pursuant to our 2021 Incentive Award Plan (“2023 Equity Award”). The 2023 Equity Award will vest in full on August 1, 2024 (“2024 Vesting Date”), subject to Ms. Quigley’s continued service with us as an employee, officer, director or consultant through the Vesting Date. In January 2024, in connection with her interim role as Senior Advisor and Strategy Officer, Ms. Quigley was granted restricted stock units for 15,000 shares of our common stock pursuant to our 2021 Incentive Award Plan (“2024 Equity Award”). The 2024 Equity Award will vest in full on January 1, 2025 (“2025 Vesting Date”), subject to Ms. Quigley’s continued service with us as an employee, officer, director or consultant through the 2025 Vesting Date. Both the 2023 Equity Award and the 2024 Equity Award will fully vest upon a change in control of our company.

None of the members of the compensation committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or on our compensation committee.

As a part of determining compensation for our executive officers and directors, our compensation committee engaged Alpine Rewards (Alpine) as its independent compensation consultants during 2023. Alpine provided analysis and recommendations to the compensation committee regarding cash and equity compensation for such officers and directors.

In determining to engage Alpine, the compensation committee considered independence, taking into consideration relevant factors, including the absence of other services provided to us, the amount of fees we paid to Alpine as a percentage of its respective total revenue, Alpine’s policies and procedures that are designed to prevent conflicts of interest, any business or personal relationship any individual compensation advisor has with any of our executive officers, any business or personal relationship any individual compensation advisor has with any member of the compensation committee and any of our stock owned by Alpine or their individual compensation advisors. The compensation committee determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Alpine and their individual compensation advisors as compensation consultants to the compensation committee has not created any conflicts of interest, and that Alpine is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C-1 of the Exchange Act.

The following table sets forth, as of April 18, 2024, information regarding beneficial ownership of our capital stock by:

The percentage of is based on 64,674,780 shares of common stock outstanding as of April 18, 2024. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and Schedules 13G, if any, filed with the SEC.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security. In addition, shares of common stock issuable upon the exercise of stock options or warrants that are currently exercisable or exercisable within 60 days of April 18, 2024 are included in the following table. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following table does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Unless otherwise noted below, the address for each beneficial owner listed in the table below is c/o Terns Pharmaceuticals, Inc., 1065 East Hillsdale Blvd., Suite 100, Foster City, California 94404.

* Includes Amy Burroughs, our Chief Executive Officer, and Emil Kuriakose, our Chief Medical Officer, who are not named in the table above.

(1) Consists of (i) 4,882,854 shares of common stock held directly by OrbiMed Private Investments VII, LP, or OPI VII, (ii) 1,973,881 shares of common stock held directly by OrbiMed Asia Partners III, LP, or OrbiMed Asia, and (iii) 762,400 shares of common stock held directly by OrbiMed Genesis Master Fund, L.P., or OrbiMed Genesis. Dr. Carl L. Gordon is a member of the management committee of OrbiMed Advisors LLC, or OrbiMed Advisors, and a member of our board of directors. OrbiMed Capital GP VII LLC, or OrbiMed GP VII, is the general partner of OPI VII and OrbiMed Advisors is the managing member of OrbiMed GP VII. By virtue of such relationships, OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Dr. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VII. Dr. Gordon a member of the management committee of OrbiMed Advisors III Limited, or OrbiMed Advisors III, and a member of our board of directors. OrbiMed Asia GP III, or OrbiMed Asia GP, is the general partner of OrbiMed Asia and OrbiMed Advisors III is the managing member of OrbiMed Asia GP. By virtue of such relationships, OrbiMed Asia GP and OrbiMed Advisors III may be deemed to have voting power and investment power over the securities held by OrbiMed Asia and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors III exercises voting and investment power through a management committee comprised of Dr. Gordon, Sven H. Borho, Jonathan T. Silverstein, Jonathan Wang, David G. Wang, Sunny Sharma, W. Carter Neild and Samuel D. Isaly, each of whom disclaims beneficial ownership of the shares held by OrbiMed Asia. Dr. Gordon is a member of the management committee of OrbiMed Advisors LLC, or OrbiMed Advisors, and a member of our board of directors. OrbiMed Genesis is the general partner of Genesis and OrbiMed Advisors is the managing member of OrbiMed Genesis. By virtue of such relationships, OrbiMed Genesis and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis. The address for each of the entities and individuals identified in this footnote is c/o OrbiMed Advisors, 601 Lexington Avenue 54th Floor, New York, NY 10022.

(2) Consists of (i) 1,945,015 shares of common stock held directly by Vivo Capital Fund VIII, L.P., or VCF, (ii) 4,023,741 shares of common stock held directly by Vivo Opportunity Fund, L.P., or Vivo Opportunity Fund, and (iii) 268,573 shares of common stock held directly by Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC, or Vivo LLC, is the general partner of VCF. Vivo Capital VIII, LLC is the general partner of Vivo Capital Surplus Fund VIII, L.P. Dr. Hongbo Lu was a Managing Partner at Vivo Capital and is a member of our board of directors. The voting members of Vivo LLC are Frank Kung, Edgar Engleman and Shan Fu, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund. The voting members of Vivo Opportunity, LLC are Gaurav Aggarwal, Shan Fu, Frank Kung and Michael Chang none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares. Dr. Lu does not have individual voting or investment power with respect to these shares and disclaims beneficial ownership of such shares. The address for each of the entities and individuals identified in this footnote is 505 Hamilton Avenue, Suite 207, Palo Alto, California 94301.

(3) Consists of (i) 2,040,000 shares of common stock held directly by Fairmount Healthcare Fund II L.P and (ii) 4,911,688 shares the Fund has the right to acquire through the exercise of pre-funded warrants. The pre-funded warrants are exercisable for a total of 5,565,000 shares but contain a provision which precludes exercise of the warrants to the extent that, following exercise, the reporting person, together with its attribution parties, would own more than 9.99% of the common stock outstanding. The address for Fairmount Funds Management LLC is c/o Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400, West Conshohocken, Pennsylvania 19428.

(4) Consists of 6,100,000 shares of common stock held by Deep Track Capital, Inc. The address for Deep Track Capital, LP, is c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830.

(5) Consists of 5,837,126 shares of common stock held by Suvretta Capital Management, LLC. The address for Suvretta Capital Management, LLC, is c/o Suvretta Capital Management, LLC, 540 Madison Avenue, 7th Floor, New York, New York 10022.

(6) Consists of (i) 903,832 shares of common stock held directly by Venrock Healthcare Capital Partners III, L.P., (ii) 90,417 shares of common stock held directly by VHCP Co-Investment Holdings III, LLC, and (iii) 3,502,868 shares of common stock held directly by Venrock Healthcare Capital Partners EG, L.P. The address for VR Adviser, LLC is c/o VR Adviser, LLC, 7 Bryant Park, 23rd Floor, New York, Newy York 10018.

(7) Consists of (i) 3,881,341 shares of common stock held directly by Point72 Capital Advisors, Inc. and (ii) 39,885 shares of common stock held directly by Cubist Systematic Strategies, LLC. The address for (i) Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; and (ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001.

(8) Consists of 3,479,630 shares of common stock held by Millenium Management, LLC. The address for Millenium Management, LLC is 399 Park Avenue New York, New York 10022.

(9) Consists of 3,408,978 shares of common stock held by BlackRock, Inc. The address for BlackRock, Inc. is c/o BlackRock, Inc., 50 Hudson Yards New York, NY 10001.

(10) Consists of 742,691 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(11) Consists of 474,577 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(12) Consists of 512,545 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(13) Consists of 114,475 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(14) Consists of the shares described in footnote (1) above. Dr. Gordon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and 89,000 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(15) Consists of 114,475 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(16) Consists of 89,000 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(17) Consists of 114,475 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(18) Consists of 103,111 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(19) Consists of 71,111 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 18, 2024.

(20) Includes (i) 7,655,933 shares held by our current directors and executive officers and (ii) 2,501,293 shares subject to options exercisable within 60 days of April 18, 2024.

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons holding more than 10% of our common stock to report their initial ownership of the common stock and other equity securities and any changes in that ownership in reports that must be filed with the SEC. The SEC has designated specific deadlines for these reports, and we must identify in our Annual Report on Form 10-K those persons who did not file these reports when due.

To our knowledge, based solely upon review of the copies of such reports filed with the SEC and written representations that no other reports were required, during the fiscal year ended December 31, 2023 all Section 16(a) filing requirements applicable to our officers, directors and holders of more than ten percent of our common stock were satisfied.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are our stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or us that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker or (2) direct your written request to: 1065 East Hillsdale Blvd., Suite 100, Foster City, California 94404. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Form 10-K, Proxy Statement, Proxy Card or Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered.

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act or the Exchange Act, which might incorporate future filings made by us under those statutes, the Audit Committee Report will not be incorporated by reference into any of those prior filings, nor will any such report be incorporated by reference into any future filings made by us under those statutes. In addition, information on our website, other than our Proxy Statement, notice and form of proxy, is not part of the proxy soliciting material and is not incorporated herein by reference.

As of the date of this Proxy Statement, the board of directors does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties.

If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in the discretion of the proxy holder.

We have filed our Annual Report on Form 10-K for the year ended December 31, 2023 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov and our website at http://www.ternspharma.com under “Investors & Media – SEC Filings”. Upon written request by a Terns stockholder, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Corporate Secretary, 1065 East Hillsdale Blvd., Suite 100, Foster City, California 94404 or by telephone at (650) 525-5535.


Board Diversity Matrix as of April 18, 2024
Total Number of Directors	8
Part I: Gender Identity	Female	Male	Non-Binary	Gender Undisclosed
Directors	5	3	―	―
Part II: Demographic Background
African American or Black	―	―	―	―
Alaskan Native or Native American	―	―	―	―
Asian	2	―	―	―
Hispanic or Latino	―	―	―	―
Native Hawaiian or Pacific Islander	―	―	―	―
White	3	3	―	―
Two or More Races or Ethnicities	―	―	―	―
LGBTQ+	―	―	―	―
Did Not Disclose Demographic Background	―	―	―	―


	2023		2022
Audit fees(1)	$	1,219,842	$	1,273,518
Audit-related fees(2)		—		—
Tax fees(3)		—		—
All other fees(4)		—		—
Total fees	$	1,219,842	$	1,273,518


Name and Principal Position	Year	Salary ($)		Bonus ($)	Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(2)		Total ($)
Senthil Sundaram	2023		374,398	—		5,407,180	301,150(3)	682,680(3)			6,765,408
Former Chief Executive Officer	2022		561,400	—		971,986	421,050(4)		15,500		1,969,936
Erin Quirk, M.D.	2023		531,700	249,324(5)		3,604,787	263,192(5)		16,842		4,665,845
President, Head of Research & Development	2022		475,200	—		321,103	320,760(4)		15,842		1,132,905
Mark Vignola, Ph.D.	2023		445,000	316,850(5)		2,162,872	195,800(5)		16,510		3,137,032
Chief Financial Officer and Treasurer	2022		416,300	—		225,640	249,780(4)		16,610		908,330
Bryan Yoon, Esq.	2023		471,800	225,244(5)		2,162,872	207,592(5)		16,410		3,083,918
Chief Operating Officer, General Counsel and Secretary	2022		437,900	—		225,640	262,740(4)		15,410		941,690


			Option Awards
Name	Grant Date	Vesting Commencement Date(1)(2)	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date
Senthil Sundaram(3)	8/13/2020	7/30/2020(4)		370,170		—	6.86	11/22/2026
	12/30/2020	12/30/2020(4)		579,027		—	9.24	11/22/2026
	9/28/2021	9/28/2021		315,000		—	10.72	11/22/2026
	1/26/2022	1/1/2022		280,000		—	5.36	11/22/2026
	2/1/2023	1/1/2023		900,000		—	8.94	11/22/2026
Erin Quirk, M.D.	1/11/2019	1/2/2019		67,858		—	6.16	1/10/2029
	3/16/2020	1/17/2020(5)		5,594		120	6.72	3/15/2030
	7/31/2020	7/1/2020(5)		15,252		2,605	6.86	7/30/2030
	12/30/2020	12/30/2020(4)		288,250		—	9.24	12/29/2030
	9/28/2021	9/28/2021		80,156		62,344	10.72	9/27/2031
	1/26/2022	1/1/2022		44,322		48,178	5.36	1/25/2032
	2/1/2023	1/1/2023		—		600,000	8.94	1/31/2033
Mark Vignola, Ph.D.	9/10/2020	9/1/2020(4)		76,995		—	6.86	9/9/2030
	12/30/2020	12/30/2020(4)		150,812		—	9.24	12/29/2030
	9/28/2021	9/28/2021		67,500		52,500	10.72	9/27/2031
	1/26/2022	1/1/2022		31,145		33,855	5.36	1/25/2032
	2/1/2023	1/1/2023		—		360,000	8.94	1/31/2033
Bryan Yoon, Esq.	12/30/2020	11/6/2020(4)		265,775		—	9.24	12/29/2030
	9/28/2021	9/28/2021		67,500		52,500	10.72	9/27/2031
	1/26/2022	1/1/2022		31,145		33,855	5.36	1/25/2032
	2/1/2023	1/1/2023		—		360,000	8.94	1/31/2033


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options		Weighted-Average Exercise Price of Outstanding Options		Number of Securities to be Issued upon Vesting and Settlement of Outstanding Restricted Stock Units		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by security holders(1)		7,162,422	$	8.89		338,642	1,707,258(2)(3)(4)
Equity compensation plans not approved by security holders(5)		1,187,500	$	9.97		27,250		3,291,000
Total		8,349,922	$	9.04		365,892		4,998,258


	Page
PROXY STATEMENT	1
INFORMATION ABOUT THE PROXY PROCESS AND VOTING	2
PROPOSAL NO. 1 ELECTION OF DIRECTORS	8
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	12
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	13
CORPORATE GOVERNANCE	14
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	19
EXECUTIVE OFFICERS	20
EXECUTIVE COMPENSATION	22
DIRECTOR COMPENSATION	34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	37
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	39
ADDITIONAL INFORMATION	40


Name	Age	Position/Office Held With the Company	Director Since
Class III Directors whose terms expire at the Annual Meeting
Jeffrey Kindler, Esq.(1)	68	Director	2020
Amy Burroughs	54	Chief Executive Officer and Director	2024
Class I Directors whose terms expire at the 2025 Annual Meeting of Stockholders
Carl Gordon, Ph.D., C.F.A.(2)	59	Director	2018
Hongbo Lu, Ph.D.(1)(4)	53	Director	2020
Ann Taylor, M.D.(3)(4)	67	Director	2021
Class II Directors whose terms expire at the 2026 Annual Meeting of Stockholders
David Fellows(1)(2)	67	Chairman of the Board	2020
Jill Quigley, Esq.(2)(3)	49	Director	2020
Radhika Tripuraneni, M.D., M.P.H.(3)(4)	44	Director	2022


Name	Age	Position(s)
Amy Burroughs	54	Chief Executive Officer and Director
Erin Quirk, M.D.	53	President, Head of Research & Development
Melita Sun Jung	47	Chief Business Officer
Emil Kuriakose, M.D.	44	Chief Medical Officer
Mark Vignola, Ph.D.	47	Chief Financial Officer and Treasurer
Bryan Yoon, Esq.	46	Chief Operating Officer, General Counsel and Secretary


Non-Employee Director (non-Chair) Base Fee:	$	40,000
Non-Employee Board Chair Base Fee:	$	70,000
Audit Committee Chair:	$	15,000
Compensation Committee Chair:	$	10,000
Nominating and Corporate Governance Committee Chair:	$	8,000
Audit Committee Member (non-Chair):	$	7,500
Compensation Committee Member (non-Chair):	$	5,000
Nominating and Corporate Governance Committee Member (non-Chair):	$	4,000


Research and Development Committee Chair:	$	10,000
Research and Development Committee Member (non-Chair):	$	5,000


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		All Other ($)		Total ($)
David Fellows		85,160		254,987		—		340,147
Carl Gordon, Ph.D., C.F.A.		44,000		254,987		—		298,987
Jeffrey Kindler		50,000		254,987		—		304,987
Hongbo Lu, Ph.D.		45,000		254,987		—		299,987
Jill Quigley, J.D.(2)		51,155		254,987	174,352(3)			480,494
Ann Taylor, M.D.		47,500		254,987		—		302,487
Radhika Tripuraneni, M.D., M.P.H.		48,076		254,987		—		303,063


Name	Options Outstanding as of December 31, 2023 (#)		Restricted Stock Units Outstanding as of December 31, 2023 (#)
David Fellows		114,475		—
Carl Gordon, Ph.D., C.F.A.		89,000		—
Jeffrey Kindler		114,475		—
Hongbo Lu, Ph.D.		89,000		—
Jill Quigley, J.D.		114,475		15,000
Ann Taylor, M.D.		108,000		—
Radhika Tripuraneni, M.D., M.P.H.		96,000		—


	Beneficial Ownership
Name of Beneficial Owner	Number of Shares Beneficially Owned (#)		Percent of Total (%)
Greater than 5% Stockholders:
Entities affiliated with OrbiMed Advisors LLC(1)		7,619,135		11.8	%
Entities affiliated with Vivo Capital(2)		6,237,329		9.6	%
Fairmount Funds Management LLC(3)		6,951,688		9.9	%
Deep Track Capital, LP(4)		6,100,000		9.4	%
Suvretta Capital Management, LLC(5)		5,837,126		9.0	%
VR Adviser, LLC(6)		4,497,117		7.0	%
Point72 Asset Management, L.P.(7)		3,921,226		6.1	%
Millennium Management LLC(8)		3,479,630		5.4	%
BlackRock, Inc.(9)		3,408,978		5.3	%
Named Executive Officers and Directors:
Erin Quirk, M.D.(10)		742,691		1.1	%
Mark Vignola, Ph.D.(11)		492,976	†
Bryan Yoon, Esq.(12)		530,944	†
David Fellows(13)		114,475	†
Carl Gordon, Ph.D., C.F.A.(14)		7,708,135		11.9	%
Jeffrey Kindler, Esq.(15)		114,475	†
Hongbo Lu, Ph.D.(16)		89,000	†
Jill Quigley, Esq.(17)		114,475	†
Ann Taylor, M.D.(18)		103,111	†
Radhika Tripuraneni, M.D., M.P.H.(19)		71,111	†
All executive officers and directors as a group (12 persons)(*)(20)		10,157,226		15.1	%