DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:



☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

IDEAYA BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):




☒	No fee required.

☐	Fee paid previously with preliminary materials.


☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

IDEAYA BIOSCIENCES, INC.

Dear Stockholder:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of IDEAYA Biosciences, Inc. (“IDEAYA”), which will be held online at www.proxydocs.com/IDYA, on June 16, 2026 at 1:30 p.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 online, 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 online, 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 IDEAYA.

Sincerely,

/s/ Yujiro Hata

     Yujiro Hata

    

     President and Chief Executive Officer

    

IDEAYA BIOSCIENCES, INC.

5000 Shoreline Court, Suite 300

South San Francisco, California 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 16, 2026

To the Stockholders of IDEAYA Biosciences, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), will be held on Tuesday, June 16, 2026, at 1:30 p.m. Pacific Time. The Annual Meeting will be held entirely online in order to provide expanded stockholder access and participation, as well as improved communications. You will be able to attend and participate in the Annual Meeting online by registering at www.proxydocs.com/IDYA. Once registered you will receive further instructions via email on how to listen to the meeting live, submit questions, and vote. The Annual Meeting will be held for the following purposes:

1. To elect three Class I directors to hold office until the 2029 annual meeting of stockholders or until their successors are elected and qualified;

2. To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of PricewaterhouseCoopers LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026;

3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders; and

4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 20, 2026 (the “Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you vote as follows on the matters to be presented to stockholders at the Annual Meeting:

1. FOR the election of the director nominees named in Proposal 1 of the Proxy Statement, to hold office until the 2029

annual meeting of stockholders or until their successors are elected and qualified;

2. FOR the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026, as described in Proposal 2 of the Proxy Statement; and

3. FOR the advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal 3 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, 2025, 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.

     By Order of the Board of Directors

    

     /s/ Yujiro Hata

     Yujiro Hata

    

     President and Chief Executive Officer

    

South San Francisco, California

April 29, 2026

TABLE OF CONTENTS



PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS	1
INFORMATION ABOUT THE PROXY PROCESS AND VOTING	3
PROPOSAL NO. 1 ELECTION OF DIRECTORS	8
Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders	9
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders	10
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders	10
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	13
Principal Accountant Fees and Services	13
Pre-Approval Policies and Procedures	13
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	14
PROPOSAL NO. 3 NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	15
CORPORATE GOVERNANCE	16
Code of Business Conduct and Ethics	16
Corporate Governance Guidelines	16
Independence of the Board of Directors	16
Leadership Structure of the Board	16
Role of Board in Risk Oversight Process	17
Board Committees	17
Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance	19
Stockholder Communications with the Board of Directors	19
Compensation Committee Interlocks and Insider Participation	20
Anti-Hedging Policy	20
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	21
Indemnification Agreements and Directors’ and Officers’ Liability Insurance	21
Policies and Procedures for Related Party Transactions	21
DIRECTOR COMPENSATION	22
EXECUTIVE OFFICERS	24
COMPENSATION DISCUSSION AND ANALYSIS	25
Executive Summary	25
Details of our Compensation Program	26
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS	33
EXECUTIVE COMPENSATION TABLES	34
Summary Compensation Table	34
Grants of Plan-Based Awards	35
Outstanding Equity Awards at Fiscal Year-End	36
Option Exercises and Stock Vested	37
Potential Payments Upon Termination or Change in Control	37
Pay Ratio of CEO to Median Employee	39
Pay Versus Performance	40
Equity Compensation Plan Information	44
INFORMATION ABOUT STOCK OWNERSHIP	45
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	47
ADDITIONAL INFORMATION	47
Householding of Proxy Materials	47
Other Matters	47

IDEAYA BIOSCIENCES, INC.

5000 Shoreline Court, Suite 300

South San Francisco, California 94080

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

JUNE 16, 2026

We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of IDEAYA Biosciences, Inc. (referred to herein as the “Company”, “IDEAYA”, “we”, “us” or “our”) is soliciting your proxy to vote at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, June 16, 2026, at 1:30 p.m. Pacific Time. The Annual Meeting will be held entirely online in order to provide expanded stockholder access and participation, as well as improved communications. You will be able to attend and participate in the Annual Meeting online by registering at www.proxydocs.com/IDYA. Once registered you will receive further instructions via email on how to listen to the meeting live, submit questions, and vote.

• This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

• The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

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.

IMPORTANT INFORMATION REGARDING DELIVERY OF PROXY MATERIAL

The Securities and Exchange Commission has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

• the full set delivery option; or

• the notice only option.

A company may use a single method for all of its stockholders or use full set delivery for some while adopting the notice only option for others.

Full Set Delivery Option

Under the full set delivery option, which we have elected NOT to use for the Annual Meeting, a company delivers all proxy materials to its stockholders by mail as it would have done prior to the change in the rules. In addition to delivery of proxy materials to stockholders, the Company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access the website.

Notice Only Option

Under the notice only option, a company must post all proxy materials on a publicly-accessible website. Instead of delivering proxy materials to its stockholders, the Company instead delivers a “Notice of Internet Availability of Proxy Material.” The notice includes, among other things:

• information regarding the date and time of the Annual Meeting of stockholders as well as the items to be considered at the meeting;

• information regarding the website where the proxy materials are posted; and

• various means by which a stockholder can request paper or e-mail copies of the proxy materials.

In connection with our Annual Meeting, we have elected to use the notice only option. Accordingly, you will receive a “Notice of Internet Availability of Proxy Material” by mail.

If a stockholder requests paper copies of the proxy materials, these materials must be sent to the stockholder within three business days and by first class mail.

Notice of Proxy Materials

We will deliver the Notice of Internet Availability of Proxy Material to our stockholders of record as of April 20, 2026 (the “Record Date”) on or about April 29, 2026. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with 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 “Financial Information” section of our website at https://ir.ideayabio.com/.

The only outstanding voting securities of IDEAYA are shares of common stock, $0.0001 par value per share (the “common stock”), of which there were 87,860,920 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 person or represented by proxy, are required to hold the Annual Meeting.

INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why am I receiving these materials?

We have delivered a Notice of Internet Availability of Proxy Material to you (or, upon your request, printed proxy materials), because the Board 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 do not need 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.

The Notice of Internet Availability of Proxy Material will be first mailed to our stockholders on or about April 29, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

Who can 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 87,860,920 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Equiniti Trust Company, LLC, 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.proxydocs.com/IDYA 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 register to attend the Annual Meeting online at www.proxydocs.com/IDYA. 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 Legal Proxy from your broker or other agent.

What am I being asked to vote on?

You are being asked to vote on three proposals:

• Proposal 1—the election of three Class I directors to hold office until our 2029 annual meeting of stockholders or until their successors are duly elected and qualified;

• Proposal 2—the ratification of the selection, by the Audit Committee of our Board, of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the year ending December 31, 2026; and

• Proposal 3—a non-binding, advisory vote to approve the compensation of our named executive officers.

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

How do I attend the Virtual Annual Meeting?

This year’s Annual Meeting will be held entirely online in order to provide expanded stockholder access and participation, as well as improved communications. Stockholders of record as of April 20, 2026 will be able to register to attend and participate in the Annual Meeting online by accessing www.proxydocs.com/IDYA. To register to attend the Annual Meeting, you will need to have your control number which is included on the Proxy Materials received.

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.

How do I vote?

• For Proposal 1, you may either vote “For” the nominees to the Board or you may “Withhold” your vote for any or all of the nominees.

• For Proposals 2 and 3, you may either vote “For” or “Against” or abstain from voting.

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.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting online. 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 online and vote online. In such case, your previously submitted proxy will be disregarded.

• To vote at the Annual Meeting, you must pre-register to attend the Annual Meeting online and follow the instructions posted at www.proxydocs.com/IDYA.

• To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.

• To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability of Proxy Material or online at www.proxypush.com/IDYA.

• To vote by telephone, you may vote by proxy by calling the toll-free number found on the Proxy Materials received.

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

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 online, 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, 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.

Who counts the votes?

Mediant, Inc., a BetaNXT, Inc. business, (“Mediant”) has been engaged as our independent agent to collect stockholder votes. If you are a stockholder of record, your executed Proxy Card is returned directly to Mediant. As noted above, if you hold your shares through a broker, your broker returns one Proxy Card to Mediant on behalf of all its clients. All votes will be tabulated by the Inspector of Elections appointed for the Annual Meeting. The Inspector of Elections will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Kara Dowd has been appointed as the Inspector of Elections for the Annual Meeting.

How are votes counted?

Votes will be counted by the Inspector of Elections appointed for the Annual Meeting. For each proposal, the Inspector of Elections will separately count “For” votes, and with respect to Proposal 2 and Proposal 3, “Against” votes and abstentions. With respect to Proposals 1 and 3, broker non-votes will also be tabulated separately. In addition, with respect to Proposal 1, the election of directors, the Inspector of Elections 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, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine”

items. See below for more information regarding: “What are “broker non-votes”?” and “Which ballot measures are considered “routine” or “non-routine”?”

What are “broker non-votes”?

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 “non-routine.” 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 “routine,” but not with respect to “non-routine” 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 considered “routine” or “non-routine”?

The ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the year ending December 31, 2026 (Proposal 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 2. The election of directors (Proposal 1) and the non-binding advisory vote on the compensation of our named executive officers (Proposal 3) are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal 1 and Proposal 3.

How many votes are needed to approve the proposal?

With respect to Proposal 1, the election of directors, the nominees receiving the highest number of “For” votes will be elected.

With respect to Proposal 2, the ratification of the selection, by the Audit Committee of our Board, of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026, the affirmative vote of the majority of votes cast (excluding abstentions) is required for approval. This is a routine proposal and therefore we do not expect any broker non-votes.

With respect to Proposal 3, the non-binding, advisory vote to approve the compensation of our named executive officers, the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval. While the vote on this resolution is advisory and not binding on us, our Compensation Committee and our Board will consider the outcome of the vote on this resolution when considering future executive compensation decisions.

How many votes do I have?

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

What if I return a Proxy Card but do not make specific choices?

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:

•

“For” the election of the nominees for director;

•

“For” the ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•

“For” the non-binding, advisory vote to approve the compensation of our named executive officers;

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.

Who is paying for this proxy solicitation?

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.

What does it mean if I receive more than one set of materials?

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.

Can I change my vote after submitting my proxy?

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 three ways:

• You may submit another properly completed proxy with a later date.

• You may send a written notice that you are revoking your proxy to our Corporate Secretary at 5000 Shoreline Court, Suite 300, South San Francisco, California 94080.

• You may attend the Annual Meeting online and vote by following the instructions at www.proxydocs.com/IDYA. Simply attending the Annual Meeting online will not, by itself, revoke your proxy.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 31, 2026, to our Corporate Secretary at 5000 Shoreline Court, Suite 300, South San Francisco, California 94080; provided that if the date of next year’s annual meeting is more than 30 days from June 16, 2027, 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 16, 2027 and March 18, 2027; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 16, 2027, 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. In addition to satisfying the foregoing requirements under the Company’s bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 17, 2027.

We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements. We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with its solicitation of proxies for our 2027 Annual Meeting of Stockholders. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at: www.sec.gov.

What is the quorum requirement?

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 87,860,920 shares outstanding and entitled to vote. Accordingly, 43,930,460 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 online. Abstentions 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.

How can I find out the results of the voting at the Annual Meeting?

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.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board 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 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 may be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. A director elected by the Board 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 currently consists of seven seated directors, divided into the three following classes:

• Class I directors: Yujiro S. Hata, M. Garret Hampton, Ph.D., and Catherine J. Mackey, Ph.D., whose current terms will expire at the Annual Meeting;

• Class II directors: Terry J. Rosen, Ph.D. and Wendy L. Yarno, whose current terms will expire at the annual meeting of stockholders to be held in 2027; and

• Class III directors: Scott W. Morrison, and Jeffrey L. Stein, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2028.

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 or until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.

Mr. Hata, Dr. Hampton, and Dr. Mackey have been nominated to serve as Class I directors and have each agreed to stand for reelection. If elected, Mr. Hata, Dr. Hampton, and Dr. Mackey will each 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 duly 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 each nominee named below. In the event that a 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 may propose. Mr. Hata and Drs. Hampton and Mackey agreed to serve if elected, and management has no reason to believe that they 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 I directors (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 March 31, 2026 and position/office held within the Company:


Name	Age	Position/Office Held With the Company	Director Since
Class I Directors whose terms expire at the Annual Meeting of Stockholders
Yujiro S. Hata	51	President, Chief Executive Officer and Director	2015
M. Garret Hampton, Ph.D.(2)	60	Director	2020
Catherine J. Mackey, Ph.D.(1)	70	Director	2022

Class II Directors whose terms expire at the 2027 Annual Meeting of Stockholders
Terry J. Rosen, Ph.D.(1)(2)	67	Chair and Director	2016
Wendy L. Yarno(1)(3)	71	Director	2019

Class III Directors whose terms expire at the 2028 Annual Meeting of Stockholders
Jeffrey L. Stein, Ph.D.(1)(3)	71	Director	2015
Scott W. Morrison(2)(3)	68	Director	2018

(1) Member of the Compensation Committee.

(2) Member of the Nominating and Corporate Governance Committee.

(3) Member of the Audit Committee.

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 to conclude that they should serve as directors.

Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

Yujiro S. Hata has served as a member of our board of directors and as our President and Chief Executive Officer since June 2015. He launched IDEAYA Biosciences, Inc. as its first employee and Chief Executive Officer, while serving as an Executive-in-Residence at 5AM Ventures, a venture capital firm, from 2015 to 2018. From 2014 to August 2015, he served as Chief Operating Officer at Flexus Biosciences, Inc. and FLX Bio, Inc. (renamed RAPT Therapeutics), both immuno-oncology companies, which he joined as startups and led through Flexus’ acquisition by Bristol-Myers Squibb Co. in April 2015. From 2010 to 2014, including through its acquisition by Amgen Inc. in October 2013, he was Vice President, Corporate Development and Strategy at Onyx Pharmaceuticals, Inc. where he served as Head of Strategy and Strategic Asset Management, and Head of Transactions. From 2002 to 2010, Mr. Hata served as Vice President and Senior Vice President of Business Development, and Chief Business Officer at Enanta Pharmaceuticals, Inc. He earlier served in roles at McKinsey & Company, ImClone Systems Incorporated, and Columbia Medical School.

Mr. Hata serves on the board of directors at Enanta Pharmaceuticals, Inc. and Hexagon Bio, Inc.

Mr. Hata obtained an M.B.A. at The Wharton School at the University of Pennsylvania and a B.A. in Chemistry from Colorado College. We believe Mr. Hata is qualified to serve as our Chief Executive Officer and on our board of directors due to his experience in biotechnology company leadership and his background in strategy, corporate development and biotechnology company transactions.

M. Garret Hampton, Ph.D. has served as a member of our board of directors since June 2020. From June 2020 to September 2024, Dr. Hampton served as President, Clinical Sequencing and Oncology at Thermo Fisher Scientific, responsible for leading the company’s clinical next generation sequencing strategy. Prior to Thermo Fisher, from January 2017 to January 2020, Dr. Hampton was Senior Vice President, Clinical Genomics, at Illumina, Inc., responsible for the development of sequencing-based solutions in oncology, reproductive health and whole genome sequencing for the diagnosis of rare disease. From June 2009 to December 2016, Dr. Hampton worked for Genentech, Inc., as Vice President and Global Head of Oncology Biomarker Development and Companion Diagnostics. Before joining Genentech, Dr. Hampton held a variety of leadership positions at Celgene and The Genomics Institute of the Novartis Research Foundation, focused on drug target discovery, drug development and precision medicine.

Before moving into industry, Dr. Hampton was Assistant Professor of Medicine at University of California, San Diego after a 2-year postdoctoral fellowship at the Salk Institute for Biological Studies. Dr. Hampton received his Ph.D. from the Imperial Cancer Research Fund (now Cancer Research UK) under Sir Walter Bodmer. He has authored over 150 peer reviewed articles and reviews, with 10,000 lifetime citations. We believe Dr. Hampton is qualified to serve on our board of directors due to his experience in the biopharmaceutical industry, his research background and experience with both oncology and genome sequencing.

Catherine J. Mackey, Ph.D. has served as a member of our board of directors since April 2022. Dr. Mackey previously served as Senior Vice President of Pfizer Worldwide Research and Development and Director of Pfizer's La Jolla Laboratories, where she built Pfizer La Jolla into one of Pfizer's main pharmaceutical research and development sites. Prior to that role, she served as head of Strategic Alliances and Genomic and Proteomic Sciences for Pfizer. Dr. Mackey spent the first part of her career in agricultural biotechnology, including as Vice President of DEKALB Genetics, Inc., an international researcher, producer, and marketer of seed.

Dr. Mackey serves on the board of directors of Voyager Therapeutics, a gene therapy and neurology biotechnology company, and previously served on the board of directors of Avid Bioservices, a commercial biologics contract development and manufacturing company.

Dr. Mackey received her B.S. and Ph.D. degrees in microbiology from Cornell University. We believe Dr. Mackey is qualified to serve on our board of directors due to her life sciences research, development and operational background, including discovery and development of oncology therapies, and her service on the boards of other public and private biopharmaceutical companies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF THE ABOVE NAMED NOMINEES

Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

Terry J. Rosen, Ph.D. has served as a member of our board of directors since January 2016 and chairperson of our board of directors since June 2023. Dr. Rosen currently serves on the board of directors and as the Chief Executive Officer of Arcus Biosciences, Inc., a biopharmaceutical company, positions he has held since April 2015 and May 2015, respectively. He served as the Chief Executive Officer of PACT Pharma, Inc., a biopharmaceutical company, from November 2016 to December 2017. Dr. Rosen served briefly in April 2015 as the Chief Executive Officer of FLX Bio (renamed RAPT Therapeutics). Previously, Dr. Rosen co-founded and served as the Chief Executive Officer of Flexus from October 2013 to April 2015, when it was acquired by Bristol-Myers Squibb. Prior to that, Dr. Rosen was at Amgen from August 2004 to January 2013 where he most recently served as Vice President of Therapeutic Discovery from November 2011 to January 2013. He also worked at Tularik Inc., from October 1993 to August 2004 when it was acquired by Amgen, the Central Research division of Pfizer Inc., or Pfizer, from December 1987 to September 1993, and Abbott Laboratories, from July 1985 to December 1987.

Dr. Rosen holds a Ph.D. in Chemistry from the University of California, Berkeley and a B.S. in Chemistry from the University of Michigan. We believe Dr. Rosen is qualified to serve on our board of directors based on his experience in general management and business development and his experience in the field of biosciences.

Wendy L. Yarno has served as a member of our board of directors since December 2019. Ms. Yarno retired in September 2008 from Merck & Co, Inc. where she spent 26 years in commercial and human resource positions of increasing seniority, including most recently as Executive Vice President and Chief Marketing Officer. She previously served as General Manager, Cardiovascular / Metabolic U.S. Business Unit and as Executive Vice President, Worldwide Human Health Marketing. From 2010 to 2011, Ms. Yarno was the Chief Marketing Officer of HemoShear LLC, a biotechnology research company.

Ms. Yarno currently serves on the board of directors of publicly traded life sciences companies Inovio Pharmaceuticals, Inc., Iovance Biotherapeutics, Inc. and Tarsus Pharmaceuticals, Inc. On March 17, 2026, Ms. Yarno informed Iovance Biotherapeutics she will be retiring from their board of directors at their annual meeting of stockholders currently anticipated to take place in June 2026. She previously served on the board of directors of various other life science companies, including Global Blood Therapeutics, Alder Biopharmaceuticals, Durata Therapeutics, St. Jude Medical, Medivation and MyoKardia.

Ms. Yarno received an M.B.A. from Temple University, Fox School of Business, and a B.S. in business administration from Portland State University. We believe Ms. Yarno is qualified to serve on our board of directors based on her extensive experience commercializing pharmaceutical products, and her extensive operational and senior management experience, in the biopharmaceutical industry.

Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

Jeffrey L. Stein, Ph.D. has served as a member of our board of directors since October 2015. Dr. Stein was the President and Chief Executive Officer of Cidara Therapeutics, Inc., a biotechnology company, from 2014 until its acquisition by Merck in January 2026. Prior to joining Cidara, Dr. Stein was the President and Chief Executive Officer of Trius Therapeutics, Inc. from 2007 until its acquisition by Cubist Pharmaceuticals, Inc. in September 2013. Dr. Stein was also a venture partner at Sofinnova Ventures, a biotech venture capital fund, from 2005 to 2010. Prior to joining Sofinnova, Dr. Stein was co-founder and Chief Scientific Officer at Quorex Pharmaceuticals, Inc., from 1999 until its acquisition by Pfizer in 2005. He has also served as a Principal Scientist with Diversa, Inc. and The Agouron Institute.

Dr. Stein previously served on the board of directors of Paratek Pharmaceuticals, Inc., a biopharmaceutical company.

Dr. Stein holds a Ph.D. in Marine Biology from the University of California, San Diego. Dr. Stein conducted his postdoctoral research in bacterial genetics as an Alexander Hollaender Distinguished Postdoctoral Fellow at the California Institute of Technology. Dr. Stein obtained a B.S. in Marine Biology and an M.S. in Biology from California State University, Long Beach. We believe Dr. Stein is qualified to serve on our board of directors due to his expertise, perspective and experience as a founder and executive at public and private pharmaceutical companies, and his expertise in life sciences and venture capital industries.

Scott W. Morrison has served as a member of our board of directors since July 2018. From 1996 to December 2015, Mr. Morrison was a partner with Ernst & Young LLP, a public accounting firm, where he also served as U.S. Life Sciences Leader from 2002 to December 2015.

Mr. Morrison currently serves on the board of directors of Vera Therapeutics, Inc., Tarsus Pharmaceuticals and Zai Lab Limited. He previously served on the board of directors of Corvus Pharmaceuticals, Inc.

Mr. Morrison holds a B.S. in Business Administration from the University of California, Berkeley. He is a Certified Public Accountant (inactive). We believe Mr. Morrison is qualified to serve on our board of directors due to his experience in public accounting and the life sciences industry.

Board Composition and Refreshment Process

Our Nominating and Corporate Governance Committee believes that directors of the Company should possess personal and professional integrity; satisfactory levels of education and medical and/or pharmaceutical industry experience; broad-based business acumen; an appropriate level of understanding of our business and its industry; the ability and willingness to devote adequate time to the work of our Board and its committees; skills that complement those of other directors and that help build a board of directors that is effective, collegial and responsive to the needs of the Company; strategic thinking and a willingness to share ideas; a variety of experiences, expertise and backgrounds; and the ability to represent the interests of all of our stockholders. The Nominating and Corporate Governance Committee believes that the following information sets forth the specific skills, qualifications and experience that are important for directors of the Company to possess:

Leadership/CEO Experience (Experience as CEO or other senior leader of a public or private organization)

Finance/Accounting/Capital Markets (Experience or expertise in financial accounting and reporting or capital markets or financing expertise)

Scientific/Medical Background (Scientific or medical degree or work experience in related field)

Industry Experience (experience with complex issues within the pharmaceutical or related industry)

Public Policy/ Regulation/Legal (Experience with public policy and/or legal requirements or regulation in the pharmaceutical or related highly regulated industry)

Talent Management (Experience in recruiting, succession planning and talent management)

Public Company Board (Experience serving on a board of a public company and related complexities)

Operations/Marketing (Experience in commercialization or operations of a pharmaceutical company or marketing product development and branding experience)

The Nominating and Corporate Governance Committee continuously reviews the changing business and macroeconomic environment that the Company operates in, as well as the risks presented by changing business conditions, to align the membership of the Board with the strategic plan, growth opportunities and challenges. The Nominating and Corporate Governance Committee evaluates the current Board skills, experience, expertise, and other attributes when making decisions regarding the nomination of new and incumbent directors. The Nominating and Corporate Governance Committee considers each individual in the context of the Board 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 various areas.

The decision regarding the renomination of an incumbent director is determined based on the evaluation of contributions to the work of the Board and relevant committees, meeting attendance, skill set and overall contributions to the Company. When the Nominating and Corporate Governance Committee determines to add a new director, consideration is given to the skills, qualifications, and personal qualities outlined above. In addition, given the time commitment required for effective board service, the Nominating and Corporate Governance Committee also considers the professional obligations and other commitments of board candidates, as well as service on other boards, in order to ensure that a director has sufficient time to devote to the duties and

responsibilities of service on the Board.

The Nominating and Corporate Governance Committee believes that it is critical to maintain an appropriate balance of tenure on the Board to enable the Company, its employees, customers and stockholders to benefit from the business, industry and other experiences of longer serving directors, as well as the fresh perspectives that new directors add, while acknowledging the value of continuity as Board composition evolves. As a result of this philosophy, the Nominating and Corporate Governance Committee strives to attain a measured rate of refreshment and new additions to the Board.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has selected PricewaterhouseCoopers LLP (“PwC”), as our independent registered public accounting firm for the year ending December 31, 2026, and is seeking ratification of such selection by our stockholders at the Annual Meeting. PwC has audited our financial statements for each of our fiscal years since the fiscal year ended December 31, 2017. Representatives of PwC 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.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of PwC as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of PwC 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 PwC. 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 the Company and our stockholders.

Principal Accountant Fees and Services

The following table provides information regarding the fees billed by PwC relating to the years ended December 31, 2025 and 2024.


	Year Ended December 31,
	2025	2024
Audit Fees(1)	$1,465,000	$1,555,000
Tax Fees(2)	200,000	87,500
All Other Fees(3)	2,000	2,000
Total Fees	$1,667,000	$1,644,500

(1)

All Audit Fees for the years ended December 31, 2025 and December 31, 2024 were for professional services rendered for the audits of our financial statements, including reviews of quarterly financial statements and professional services rendered in connection with our registration statements.

(2)

Tax Fees for the years ended December 31, 2025 and December 31, 2024 were for professional services rendered for international tax planning and tax advice.

(3)

All Other Fees for the years ended December 31, 2025 and December 31, 2024 represent license fees related to accounting disclosure software.

Pre-Approval Policies and Procedures

The Audit Committee or a delegate of the Audit Committee pre-approves all audit and non-audit services provided by its independent registered public accounting firm. This policy is set forth in the charter of the Audit Committee and is available at https://ir.ideayabio.com/corporate-governance.

The Audit Committee approved all of the audit, tax and other services provided by PwC for 2025 and 2024 and, in each case, the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, are periodically reviewed and approved by the Audit Committee.

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

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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 filing of IDEAYA under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board. The Audit Committee is also responsible for oversight of our compliance with applicable legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the independent registered public accounting firm. The Audit Committee’s functions are more fully described in its charter, which is available on our website at https://ir.ideayabio.com/. 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 IDEAYA’s audited financial statements as of and for the year ended December 31, 2025.

The Audit Committee has discussed with PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), including Auditing Standard No. 1301, Communications with Audit Committees. In addition, the Audit Committee discussed with PwC their independence, and received from PwC the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the Audit Committee discussed with PwC, with and without management present, the scope and results of PwC’s audit of such financial statements.

Based on these reviews and discussions, the Audit Committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC. The Audit Committee also has selected PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and is seeking ratification of such selection by the stockholders.

Audit Committee

Scott W. Morrison, Chair

Jeffrey L. Stein, Ph.D.

Wendy L. Yarno

PROPOSAL NO. 3

NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Summary

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement, commonly known as a “Say-on-Pay” vote. Accordingly, we are seeking an advisory vote, which is non-binding, to approve the compensation of our named executive officers as described in the “Compensation Discussion and Analysis” section of this proxy statement and the compensation tables and accompanying narrative disclosures that follow.

Board Recommendation

Our Compensation Committee and the Board believe that the information provided in the “Compensation Discussion and Analysis” section of this proxy statement, compensation tables and accompanying narrative disclosures demonstrates that our executive compensation program is designed appropriately, emphasizes pay for performance and aligns management’s interests with our stockholders’ interests to support long-term value creation.

Accordingly, our Board recommends that stockholders vote “FOR” the following resolution:

RESOLVED, that the stockholders of IDEAYA approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative disclosure set forth in this Proxy Statement.

While the vote on this resolution is advisory and not binding on us, the Compensation Committee values thoughtful input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions. Our Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation. We expect the next advisory vote on executive compensation to occur at the 2027 annual meeting of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RESOLUTION TO APPROVE, ON AN

ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, THE ACCOMPANYING COMPENSATION TABLES AND RELATED NARRATIVE DISCLOSURE SET FORTH IN THIS PROXY STATEMENT.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

We have 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 code of business conduct and ethics is available on our website at https://ir.ideayabio.com/corporate-governance. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website. The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board 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 follows with respect to Board and committee composition and selection, Board meetings, Chief Executive Officer performance evaluation and succession planning. A copy of our Corporate Governance Guidelines is available on our website at https://ir.ideayabio.com/corporate-governance.

Independence of the Board of Directors

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. The Board consults with the Company’s counsel to ensure that the Board’s 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 has determined that all of our directors, other than Mr. Hata, qualify as “independent” directors in accordance with the Nasdaq listing requirements. Mr. Hata is not considered independent because he is an employee of IDEAYA. The Nasdaq independence definition 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 Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board considered information provided by the directors and us with regard to each director’s business and personal activities and 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. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of our Board are comprised entirely of directors determined by the Board to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.

Leadership Structure of the Board

Our bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chair of the Board and Chief Executive Officer and/or to implement a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company. Dr. Rosen currently serves as the Chair of our Board. In that role, Dr. Rosen presides over the executive sessions of the Board in which Mr. Hata does not participate and serves as a liaison between management and the Board.

Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. While our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements, oversees our cybersecurity and data privacy policies, programs and controls, including management's implementation of our cybersecurity risk management program, and considers and approves or disapproves any related person transactions. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Our Board has the following standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our Board may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below.

Audit Committee

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

• appoints our independent registered public accounting firm;

• evaluates the independent registered public accounting firm’s qualifications, independence and performance;

• determines the engagement of the independent registered public accounting firm;

• reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services;

• reviews and approves all related party transactions on an ongoing basis;

• establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;

• discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

• approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

• monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;

• discusses on a periodic basis, or as appropriate, with management the Company’s policies and procedures with respect to risk assessment and risk management, including with respect to cybersecurity;

• reviews and discusses the Company’s cybersecurity and data protection policies, programs, and controls, information technology initiatives and related key issues, regulatory matters, and/or other concerns and reports to the Board on such discussions;

• is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

• annually reviews and assesses internal controls and treasury functions including cash management procedures;

• investigates any reports received through the ethics helpline and reports to the Board periodically with respect to the information received through the ethics helpline and any related investigations;

• reviews our critical accounting policies and estimates; and

• reviews the Audit Committee charter and the committee’s performance at least annually.

The current members of our Audit Committee are Scott W. Morrison, Jeffrey L. Stein, Ph.D., and Wendy L. Yarno. Mr. Morrison serves as the chairperson of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Morrison is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. Our Board has determined that each of the members of our Audit Committee is independent under the applicable rules of the SEC and Nasdaq.

The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the Audit Committee charter is available to stockholders on the Company’s website at https://ir.ideayabio.com/corporate-governance.

Compensation Committee

Our Compensation Committee oversees policies relating to compensation and benefits of our officers and employees. The Compensation Committee approves or recommends to our Board corporate goals and objectives relevant to the 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 regarding the issuance of stock options and other awards under our stock plans to our executive officers (other than our Chief Executive Officer). The Compensation Committee reviews the performance of our Chief Executive Officer and makes recommendations to our Board with respect to his compensation and our Board retains the authority to make compensation decisions relative to our Chief Executive Officer. The Compensation Committee also oversees the Company’s succession planning for the Chief Executive Officer and other executive officer roles. The Compensation Committee also oversees the Company's strategies, policies and practices with respect to human capital management and management development. The Compensation Committee also reviews and makes recommendations to our Board regarding the compensation of the Board’s non-employee directors. The Compensation Committee reviews and recommends to the Board changes to our Policy for Recovery of Erroneously Awarded Compensation. The Compensation Committee will review and evaluate, at least annually, the performance of the Compensation Committee and its members, including compliance by the Compensation Committee with its charter.

The current members of our Compensation Committee are Jeffrey L. Stein, Ph.D., Catherine Mackey, Ph.D., Terry J. Rosen, Ph.D. and Wendy L. Yarno. Dr. Stein serves as the chairperson of the committee. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 to stockholders on the Company’s website at https://ir.ideayabio.com/corporate-governance.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships, the size and composition of our Board, and the leadership structure of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters.

The current members of our Nominating and Corporate Governance Committee are Terry J. Rosen, Ph.D., M. Garret Hampton, Ph.D., and Scott W. Morrison. Dr. Rosen has served as a member of and the chairperson of the Nominating and Corporate Governance Committee since June 29, 2023. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of Nasdaq relating to Nominating and Corporate Governance Committee independence.

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 to stockholders on the Company’s website at https://ir.ideayabio.com/corporate-governance.

Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board 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, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including but not limited to the following:

• personal and professional integrity;

• ethics and values;

• experience in corporate management, such as serving as an officer or former officer of a publicly held company;

• experience in the industries in which we compete;

• experience as a board member or executive officer of another publicly held company;

• diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

• conflicts of interest; and

• practical and mature business judgment.

Currently, our Board evaluates each individual in the context of the Board 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.

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 at an annual meeting, the stockholder must provide notice to the Company, which notice must be delivered to, or mailed and received at, the Company’s 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 the Company’s 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. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Corporate Secretary, at 5000 Shoreline Court, Suite 300, South San Francisco, California 94080.

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

Our Board met six times during 2025. The Audit Committee met four times during 2025. The Compensation Committee met five times during 2025. The Nominating and Corporate Governance Committee met four times during 2025. Our Board and committees also act by unanimous written consent from time to time. During 2025, each Board member attended at least 75% of the meetings of the Board and of the committees of the Board on which he or she served, in each case, to the extent appointed as a Board member at the relevant time of each meeting. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders and each of our directors attended the 2025 annual meeting of stockholders; however, attendance is not mandatory.

Stockholder Communications with the Board of Directors

Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of the Corporate Secretary, at 5000 Shoreline Court, Suite 300, South San Francisco, California 94080. The Corporate Secretary will forward the communication to the Board member(s).

Compensation Committee Interlocks and Insider Participation

During 2025, our Compensation Committee consisted of Drs. Mackey, Rosen and Stein, and Ms. Yarno. None of the members of our Compensation Committee has at any time been one of our officers or employees or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. 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 or Compensation Committee.

Anti-Hedging Policy

SEC Form DEF 14A filed by IDEAYA Biosciences Inc.