DEF 14A 1 ny20019030x1_def14a.htm 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 Pursuant to §240.14a-11(c) or §240.14a-2

PMV PHARMACEUTICALS, 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 the appropriate box):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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1 Research Way

Princeton, New Jersey 08540

(609) 642-6670

Dear Stockholders of PMV Pharmaceuticals, Inc.:

We are pleased to invite you to attend the 2024 annual meeting of stockholders of PMV Pharmaceuticals, Inc. (the “Annual Meeting”) to be held on Thursday, June 6, 2024 at 10:00 a.m., Eastern. The Annual Meeting will be a virtual meeting conducted exclusively via the Internet. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet or by mailing a proxy or voting instruction card. Voting over the Internet or by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend virtually. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

We are also pleased to furnish proxy materials to stockholders primarily over the Internet. This process expedites stockholders’ receipt of proxy materials, while lowering the costs of our Annual Meeting and conserving natural resources. On or around April 24, 2024, we will mail our stockholders a notice containing instructions on how to access our proxy materials and Annual Report for the fiscal year ended December 31, 2023 and vote online. The notice also provides instructions on how to vote online, by phone or by mail, and includes instructions on how you can receive a paper copy of proxy materials by mail.

At this year’s Annual Meeting, the agenda includes the following proposals:

Proposal			Board Recommendation
Election of Kirsten Flowers and Carol Gallagher, Pharm.D. as Class I directors			FOR
To approve, on a non-binding advisory basis, the compensation of our named executive officers			FOR
Ratification of Ernst & Young LLP as our independent registered public accounting firm			FOR

Thank you for your ongoing support of and continued interest in PMV Pharmaceuticals.

Sincerely,

David H. Mack, Ph.D.

President, Chief Executive Officer and Director

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PMV PHARMACEUTICALS, INC.

1 Research Way

Princeton, New Jersey 08540

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JUNE 6, 2024

Time and Date	10:00 a.m., Eastern, on Thursday, June 6, 2024.

Place	www.virtualshareholdermeeting.com/PMVP2024.

Items of Business	1.	To elect two Class I directors, Kirsten Flowers and Carol Gallagher, Pharm.D., to hold office until our 2027 annual meeting of stockholders and until their respective successors are elected and qualified;
	2.	To approve, on a non-binding advisory basis, the compensation of our named executive officers;
	3.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and
	4.	To conduct any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.

Adjournment and Postponements	Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date	You are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement that may take place only if you were a stockholder as of the close of business on April 8, 2024.

Availability of Proxy Materials ad Annual Report	The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about April 24, 2024 to all stockholders entitled to vote at the Annual Meeting.

	The proxy materials and our annual report can be accessed by visiting ir.pmvpharma.com.

Voting	Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided, or, in most cases, by using the Internet. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Proxy Materials and our Annual Meeting” beginning on page 1 of the accompanying proxy statement and the instructions on the proxy or voting instruction card. You can revoke a proxy prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.

By order of the Board of Directors,

Robert Ticktin

General Counsel, Corporate Secretary and Head of Operations

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on June 6, 2024:

This Notice of 2024 Annual Stockholders’ Meeting and Proxy Statement and

Fiscal Year 2023 Annual Report on Form 10-K are available

at http://www.proxyvote.com

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			Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING			1
DIRECTORS AND CORPORATE GOVERNANCE			7
Board Composition			7
Nominees for Election to a Three-Year Term Ending at the 2027 Annual Meeting			7
Directors Continuing in Office			8
Board of Directors Diversity Matrix			10
Director Independence			10
Board Leadership Structure			11
Board Committees and Meetings			11
Identifying and Evaluating Director Nominees			13
Role of the Board in Risk Oversight			14
Stockholder Recommendations and Nominations to our Board of Directors			14
Communications with the Board of Directors			14
Corporate Governance Guidelines and Code of Business Conduct and Ethics			15
Compensation Committee Interlocks and Insider Participation			15
Outside Director Compensation Policy			15
Scientific Advisory Board			16
Indemnification			17
Environmental, Social and Governance (ESG) Initiatives			17
EXECUTIVE OFFICERS			18
EXECUTIVE COMPENSATION			19
Summary Compensation Table			19
2023 Bonus Plan			20
Employment Arrangements with our Named Executive Officers			20
Grants of Plan-Based Awards for Fiscal 2023			20
Outstanding Equity Awards at Fiscal 2023 Year-End			21
401(k) Plan			22
Potential Payments upon Termination or Change in Control			22
Policy Prohibiting Hedging or Pledging of Securities			23
Pay Versus Performance			24
Equity Compensation Plan Information			26
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK			27
DELINQUENT SECTION 16(A) REPORTS			29
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			30
Related Party Transactions Policy			30
Transactions and Relationships with Directors, Officers and 5% Stockholders			30
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS			32
Number of Directors; Board Structure			32
Nominees			32
Vote Required			32
Board Recommendation			32

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PMV PHARMACEUTICALS, INC.

1 Research Way

Princeton, New Jersey 08540

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held at 10:00 am, Eastern, on Thursday, June 6, 2024

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Why am I receiving these materials?

The board of directors of PMV Pharmaceuticals, Inc., a Delaware corporation (“PMV Pharmaceuticals,” the “Company,” “we,” “us,” or “our”), has made these proxy materials available to you on the Internet or, upon your request, by delivering printed versions of these materials to you by mail, in connection with the solicitation of proxies for use at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) which will take place on Thursday, June 6, 2024 at 10:00 a.m., Eastern.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?

Pursuant to the “notice and access” rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide stockholders access to our proxy materials over the Internet. Accordingly, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to all of our stockholders as of April 8, 2024 (the “Record Date”). The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of these materials. Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the Annual Meeting and conserve natural resources. However, if you would prefer to receive paper copies of proxy materials, please follow the instructions included in the Notice.

What proposals will be voted on at the Annual Meeting?

For stockholders to vote on the following proposals to:

•	elect Kirsten Flowers and Carol Gallagher, Pharm.D. as Class I directors;

•	approve, on a non-binding advisory basis, the compensation of our named executive officers;

•	ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

•	transact any other business as may properly come before the Annual Meeting.

How does the board of directors recommend that I vote on these proposals?

Our board of directors recommends that you vote your shares:

•	“FOR” the election of Kirsten Flowers and Carol Gallagher, Pharm.D. as Class I directors;

•	“FOR” the approval of the compensation of our named executive officers; and

•	“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock as of the Record Date are entitled to receive the Notice and may vote their shares at the Annual Meeting. As of the Record Date, there were 51,443,488 shares of our common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. Stockholders are not permitted to cumulate votes with respect to the election of directors.

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What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the Annual Meeting. Throughout this proxy statement, we refer to these holders as “stockholders of record.”

Street Name Stockholders. If your shares are held in a brokerage account or by a broker, bank or other nominee, then you are considered the “beneficial owner” of shares held in street name, and the Notice was forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. Throughout this proxy statement, we refer to these holders as “street name stockholders.”

How can I vote my shares?

The instructions for accessing proxy materials and voting can be found in the Notice that you received either by mail or e-mail. In order to access proxy materials and vote, you will need the control number provided on the Notice. There are four ways a stockholder of record can vote:

(1)	By Internet: You may vote over the Internet by following the instructions provided in the Notice or if you requested printed copies of proxy materials, the instructions provided in the proxy card.

(2)	By Telephone: You can vote by telephone by following the instructions in the Notice or if you requested printed copies of proxy materials, the instructions provided in the proxy card.

(3)	By Mail: If you requested printed copies of proxy materials, you can vote by mailing your proxy card as described in the proxy materials.

(4)

During the meeting: If you are a stockholder as of the Record Date, you may vote online during the Annual Meeting by following the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/PMVP2024, starting at 10:00 a.m., Eastern, on Thursday, June 6, 2024. The webcast will open 15 minutes before the start of the Annual Meeting. Submitting a proxy will not prevent a stockholder from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting in person. You may also be represented by another person at the Annual Meeting by executing a legal proxy designating that person.

In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m., Eastern, on Wednesday, June 5, 2024. If you vote by telephone or Internet, you do not need to return your proxy card or voting instruction card. Proxies submitted by mail must be received before the start of the virtual Annual Meeting. If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. The availability of telephone or Internet voting options will depend on the voting process of your broker, bank or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive. If your voting instruction form or the Notice indicates that you may vote your shares through the proxyvote.com website, then you may vote those shares at the Annual Meeting with the control number indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee. All shares that have been properly voted and not revoked will be cast as votes at the Annual Meeting.

What happens if I decide to attend the virtual Annual Meeting, but I have already voted or submitted a proxy covering my shares?

You may still attend the virtual Annual Meeting. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy.

Where will the Annual Meeting be held?

The Annual Meeting will be a completely “virtual meeting” of shareholders. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/PMVP2024.

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Why is the Annual Meeting a virtual, online meeting?

We have decided to hold the Annual Meeting virtually this year and there will not be a physical location for attending the 2024 Annual Meeting. We believe that by conducting our Annual Meeting solely online via the Internet, we eliminate many of the costs associated with a physical meeting. We also anticipate that a virtual meeting will provide greater accessibility for stockholders, encourage stockholder participation from around the world, and improve our ability to communicate more effectively with our stockholders, all while reducing the environmental impact of the Annual Meeting.

What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person (including virtually) or by proxy, of a majority of the voting power of our capital stock issued and outstanding and entitled to vote will constitute a quorum to transact business at the Annual Meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

•	“FOR” the election of each Class I director nominee named in this proxy statement;

•	“FOR” the compensation of our named executive officers; and

•	“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.

In addition, if any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Street Name Stockholders. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Your broker, bank or other nominee will not have discretion to vote on any other proposals, which are considered non-routine matters, absent direction from you. In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on the non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. 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 shares are counted on each of the proposals.

Can I change my vote or revoke my proxy?

Stockholder of Record. If you are a stockholder of record, you can change your vote or revoke your proxy before the Annual Meeting by:

•	entering a new vote by Internet or telephone (subject to the applicable deadlines for each method as set forth above);

•	completing and returning a later-dated proxy card, which must be received prior to the Annual Meeting; or

•	delivering a written notice of revocation to our corporate secretary at PMV Pharmaceuticals, Inc., 1 Research Way, Princeton, New Jersey 08540, Attention: Corporate Secretary, which must be received prior to the Annual Meeting.

Street Name Stockholders. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

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What if I have technical difficulties or trouble accessing the virtual meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page. Technical support will be available starting at 9:30 a.m., Eastern, on Thursday, June 6, 2024.

How do I attend, participate in, and ask questions during the virtual Annual Meeting online?

We will be hosting the Annual Meeting via live webcast only. Any stockholder can attend the virtual Annual Meeting live online at www.virtualshareholdermeeting.com/PMVP2024. The meeting will start at 10:00 a.m., Eastern, on Thursday, June 6, 2024. Stockholders attending the virtual Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

In order to enter the Annual Meeting, you will need the 16-digit control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of common stock, or included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares of common stock in a “street name.” Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. We urge you to submit your proxy as soon as possible. We recommend that you log in before 10:00 a.m., Eastern, to ensure you are logged in when the Annual Meeting starts. Online check-in will begin at 9:45 a.m., Eastern, and you should also allow ample time for the online check-in procedures.

If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/PMVP2024 using your 16-digit control number, click on the “Q&A” button to open the panel, enter your question in the field labelled “ASK a question” and click “SUBMIT.”

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

•	You may submit questions and comments electronically through the meeting portal or by calling the toll-free number listed there during the Annual Meeting.

•	Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments.

•	Please direct all questions to David H. Mack, Ph.D., our President, Chief Executive Officer and Director.

•	Please include your name and affiliation, if any, when submitting a question or comment.

•	Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our business.

•	Questions may be grouped by topic by our management.

•	Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.

•	Be respectful of your fellow stockholders and Annual Meeting participants.

•	No audio or video recordings of the Annual Meeting are permitted.

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What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you can change your vote or revoke your proxy before it is exercised by:

•	written notice to the Corporate Secretary of the Company;

•	timely delivery of a valid, later-dated proxy or a later-dated vote on the Internet; or

•	voting in person at the virtual Annual Meeting; however, simply attending the virtual meeting will not, by itself, revoke your proxy.

If you are a street name stockholder, you should follow the instructions of your bank, broker or other nominee to change or revoke your voting instructions. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

What is the effect of giving a proxy?

Proxies are solicited on behalf of the Company and our board of directors. David H. Mack, Ph.D., our President, Chief Executive Officer and Director, and Michael Carulli, our Chief Financial Officer, have been designated as proxy holders for the Annual Meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors on the proposals as described above. If any other matters are properly brought before the Annual Meeting, then the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, then the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the Annual Meeting will be available online during the Annual Meeting at www.virtualshareholdermeeting.com/PMVP2024, for those stockholders attending the Annual Meeting. A list of names of stockholders of record entitled to vote at the Annual Meeting will be made available for examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the Annual Meeting between the hours of 9:30 a.m. and 4:30 p.m., Eastern, at our principal executive offices at 1 Research Way, Princeton, New Jersey 08540, by contacting the Corporate Secretary of the Company.

How many shares are required to approve the proposals being voted upon at the Annual Meeting?

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Assuming there is a proper quorum of shares represented at the Annual Meeting, the voting requirements for approval of the proposals at the Annual Meeting are as follows:

Proposal			Vote required
1. Election of directors			Plurality of votes cast
2. Compensation of our named executive officers			Majority of votes cast
3. Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024			Majority of votes cast

Could other matters be decided at the Annual Meeting?

At the date of this proxy statement, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the Annual Meeting for consideration, the proxy holders named on the proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Our directors, senior executives or employees, acting without special compensation, may also solicit proxies. Proxies may be solicited by personal interview, mail, electronic transmission, facsimile transmission or telephone. We are required to send copies of proxy-related materials or

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additional solicitation materials to brokers, fiduciaries and custodians who will forward these materials to the beneficial owners of our shares. On request, we will reimburse brokers and other persons representing beneficial owners of shares for their reasonable expenses in forwarding these materials to beneficial owners.

Who will count the votes?

PMV Pharmaceuticals has designated Lou Larsen, a representative from Broadridge Financial Solutions, Inc., as the Inspector of Election who will tabulate the votes.

How can I contact PMV Pharmaceuticals’ transfer agent?

You may contact our transfer agent, American Stock Transfer & Trust Company, LLC, by telephone at (800) 937-5449, or by writing American Stock Transfer & Trust Company, LLC, at 6201 15th Avenue, Brooklyn, New York 11219.

Where can I find the voting results of the Annual Meeting?

We will disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

What does it mean if I receive more than one Notice or more than one set of printed proxy materials?

If you receive more than one Notice or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one copy of the Notice or proxy statement and annual report. How may I obtain an additional copy of the Notice or proxy statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice and, if applicable, the proxy statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice, if applicable, the proxy statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice proxy statement and annual report, as applicable, you may contact us as follows:

PMV Pharmaceuticals, Inc.

Attention: Corporate Secretary

1 Research Way

Princeton, New Jersey 08540

Tel: (609) 642-6670

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

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DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

Our board of directors currently consists of seven members. Our directors are divided into three classes serving staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. As a result of this classification of directors, it generally takes at least two annual meetings of stockholders for stockholders to effect a change in a majority of the members of our board of directors.

The principal occupations and certain other information about the nominees and the additional members of our board of directors (including the skills and qualifications that led to the conclusion that they should serve as directors) are set forth below.

Name	Class	Age	Position(s)	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Nominees for Director
Kirsten Flowers^(l)	I	49	Class I Director	2022	2024	2027
Carol Gallagher, Pharm.D.⁽³⁾	I	60	Class I Director	2022	2024	2027

Continuing Directors
David H. Mack, Ph.D.	III	62	President, Chief Executive Officer and Class III Director	2013	2026	—
Richard Heyman, Ph.D.^(1)(2)(3)	III	66	Chairperson and Class III Director	2020	2026	—
Laurie Stelzer⁽¹⁾⁽²⁾	III	56	Class III Director	2020	2026	—
Arnold Levine, Ph.D.	II	84	Class II Director	2013	2025	—
Charles M. Baum, M.D., Ph.D.⁽²⁾⁽³⁾	II	66	Class II Director	2021	2025	—

(1)	Member of the audit committee

(2)	Member of the compensation committee

(3)	Member of the nominating and corporate governance committee

Nominees for Election to a Three-Year Term Ending at the 2027 Annual Meeting

Kirsten Flowers has served as a member of our board of directors since January 2022. Ms. Flowers previously served as the Chief Commercial & Corporate Strategy Officer of Kura Oncology, Inc. (Nasdaq: KURA), a clinical-stage biopharmaceutical company, from July 2022 to January 2023 and also served as its Chief Commercial Officer from January 2020 to June 2022. She serves as a member of the board of directors of Comera Life Sciences (Nasdaq: CMRA) (formerly Reform Biologics Inc.), a biologic formulations company, since September 2021. Prior to joining Kura Oncology, Inc., Ms. Flowers was the Senior Vice President of Commercial Operations at Array Biopharma, Inc. (acquired by Pfizer Inc. (NYSE: PFE) (“Pfizer”), a biopharmaceutical company) from April 2018 to October 2019 and was the Vice President of Global Marketing from August 2017 to April 2018. Previously, Ms. Flowers was at Pfizer and held several leadership positions, including Group Leader for the United States oncology business. Ms. Flowers has more than 15 years of pharmaceutical and biotech experience. Ms. Flowers received her B.S. in Molecular & Cellular Biology / Psychology from the University of Arizona and her M.B.A. from Harvard Business School. We believe that Ms. Flowers is qualified to serve on our board of directors because of her extensive executive and commercial experience in the biopharmaceutical and biotechnology industries.

Carol Gallagher, Pharm.D. has served as a member of our board of directors since November 2022. From October 2014 to January 2024, Dr. Gallagher served as a partner, venture partner and venture advisor at New Enterprise Associates, a venture capital firm. Prior to joining New Enterprise Associates, Dr. Gallagher served as a venture partner with Frazier Healthcare, a venture capital firm, from October 2013 to September 2014. Dr. Gallagher served as the President and Chief Executive Officer of Calistoga Pharmaceuticals, a biopharmaceutical company, from 2008 to 2011, when the company was acquired by Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company. From 2007 to 2008, Dr. Gallagher was the President and Chief Executive Officer of Metastatix, Inc., a biopharmaceutical company. Prior to that time starting in 1989, she

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served in various roles at pharmaceutical companies, including at Eli Lilly and Company, Amgen, Agouron Pharmaceuticals, Pfizer, Biogen Inc., CancerVax, Inc. and Anadys Pharmaceuticals, Inc. In addition to our board of directors, Dr. Gallagher serves as a director at Atara Biotherapeutics, Inc. (Nasdaq: ATRA), an allogeneic T-cell immunotherapy company. She previously served on the boards of directors at Anaptys Bio Inc. (Nasdaq: ANAB) from 2011 until 2018, Tempest Therapeutics (formerly Millendo Therapeutics, Inc.) (Nasdaq: TPST) from 2012 until 2021, Annexon, Inc. (Nasdaq: ANNX) from 2018 to February 2021, Turning Point Therapeutics, Inc. from July 2019 until its acquisition by Bristol-Myers Squibb Company (“Bristol”) in August 2022,, Certara, Inc. (Nasdaq: CERT) from June 2021 to April 2022, Frazier Life Sciences Acquisition Corp. (Nasdaq: FLAC), a special purpose acquisition company, from October 2020 until December 2022, and Mirati Therapeutics, Inc. (Nasdaq: MRTX), a commercial stage biotechnology company (“Mirati”), from June 2023 until its acquisition by Bristol in January 2024. Dr. Gallagher attended Vanderbilt University and holds a B.S. and Doctor of Pharmacy degrees from the University of Kentucky. We believe that Dr. Gallagher is qualified to serve on our board of directors due to her extensive experience in the pharmaceuticals industry, her leadership and management experience, and her service as a director of other biopharmaceutical companies.

Directors Continuing in Office

David H. Mack, Ph.D. has served as a member of our board of directors since June 2013 and as our President and Chief Executive Officer since July 2013. Previously, Dr. Mack was a general partner at Alta Partners, a venture capital firm focusing on investments in biotechnology and life sciences companies, from 2002 to 2013. Prior to working at Alta Partners, Dr. Mack served as Vice President of Genomics Research at Eos Biotechnology, which was acquired by Protein Design Labs in 2003. From 1994 to 1997, Dr. Mack served as the Head of Cancer Biology at Affymetrix, a biotechnology company that was acquired by Thermo Fisher (NYSE: TMO) in January 2016, where he oversaw the development and application of DNA array technology in the areas of oncology and inflammation. Dr. Mack has co-authored more than 30 scientific articles and reviews, including papers published in Cell, Science, and Nature, and is an inventor on 26 issued U.S. patents. Dr. Mack was an American Cancer Society Postdoctoral Fellow in microbiology and immunology at Stanford University School of Medicine. Dr. Mack received a B.A. in Molecular Biology from the University of California, Berkeley and a Ph.D. in Molecular Genetics and Cell Biology from the University of Chicago. We believe that Dr. Mack is qualified to serve on our board of directors because of the perspective and experience he provides as our Chief Executive Officer as well as his broad experience in the biotechnology and life sciences industries.

Richard Heyman, Ph.D. has served as a member of our board of directors and as our Chairperson since June 2020. Dr. Heyman is the co-founder of ORIC Pharmaceuticals (Nasdaq: ORIC), a clinical-stage biopharmaceutical company (“ORIC”). Dr. Heyman has served on ORIC’s board of directors since March 2015 and was appointed to the chairman role in May 2018. Since 2023, Dr. Heyman has also served as chairman of Enliven Therapeutics, Inc. (Nasdaq: ELVN), a pharmaceutical company. Dr. Heyman most recently served as Chairman of the board of directors of RayzeBio, Inc., a biopharmaceutical company, which was acquired in February 2024 by Bristol, Vividion Therapeutics, a biopharmaceutical company, which was acquired in August 2021 by Bayer AG, and Amunix Pharmaceuticals, an immuno-oncology company, which was acquired by Sanofi S.A. in December 2021. Previously, Dr. Heyman was the co-founder and Chief Executive Officer of Aragon Pharmaceuticals, a biotechnology company which was acquired by Johnson & Johnson in August 2013, and Seragon Pharmaceuticals, a pharmaceuticals company which was acquired by Roche Genentech in August 2014. Dr. Heyman has been involved in the discovery and development of multiple therapeutic agents approved by the U.S. Food and Drug Administration, including the prostate cancer drug, Erleada^®. Since 2019, Dr. Heyman has served as a Venture Partner for Arch Ventures, a venture capital firm. Dr. Heyman is also Vice Chair of the Board of Trustees at the Salk Institute for Biological Studies and serves on the Board Foundation for the American Association for Cancer Research and on the board at the University of California at San Diego (“UCSD”) Moores Cancer Center. Previously, Dr. Heyman served on the board of directors of Gritstone bio, Inc. (Nasdaq: GRTS), a clinical-stage biotechnology company, Metacrine, Inc. (formerly Nasdaq: MTCR), a clinical-stage biopharmaceutical company, and Yumanity Therapeutics, Inc. (Nasdaq: YMTX), a biotechnology company. Dr. Heyman has won numerous awards, including the Ernst and Young San Diego Regional Entrepreneur of the Year, the Connect Hall of Fame Award, the Endocrine Society Outstanding Innovation Award and the UCSD Rell Sunn Award. Dr. Heyman received a B.S. in Chemistry from the University of Connecticut

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and a Ph.D. in Pharmacology from the University of Minnesota. We believe that Dr. Heyman is qualified to serve on our board of directors because of his perspective having served as both an executive and director of similar corporations, including public companies, his scientific background, and his extensive career in the biotechnology industry.

Laurie Stelzer has served as a member of our board of directors since August 2020. Ms. Stelzer has served as the Chief Financial Officer of ReNAgade Therapeutics, Inc., a biotechnology company, since September 2023 and previously served as the Chief Financial Officer of Mirati from May 2022 until January 2024, when Mirati was acquired by Bristol. Ms. Stelzer formerly served as Executive Vice President and Chief Financial Officer of Arena Pharmaceuticals, Inc. (acquired by Pfizer) from March 2020 until the completion of Pfizer’s acquisition in March 2022. She also serves on the board of directors of Spyre Therapeutics Inc. (Nasdaq: SYRE), a biotechnology company, and served on the board of directors of Surface Oncology, Inc. (Nasdaq: SURF), a clinical-stage immuno-oncology company until its acquisition by Coherus BioSciences in September 2023. Prior to joining Arena Pharmaceuticals, Ms. Stelzer was the Chief Financial Officer at Halozyme Therapeutics, Inc. (Nasdaq: HALO), a biopharma technology platform company, from June 2015 to March 2020, where she led the Finance, Information Technology, Business Development, Project Management and Site Operations organizations. Prior to joining Halozyme Therapeutics, Ms. Stelzer held senior management roles at Shire Plc (acquired by Takeda), including Senior Vice President of Finance, Division Chief Financial Officer for the Regenerative Medicine Division and Head of Investor Relations. Previously, she also worked at Amgen, Inc. (Nasdaq: AMGN), a global biopharmaceutical company, for 15 years, serving in positions of increasing responsibility in the areas of Finance, Treasury, Global Accounting and International/Emerging Markets. Ms. Stelzer received her B.S. in Accounting from Arizona State University and her M.B.A. from University of California, Los Angeles, Anderson School of Management. We believe that Ms. Stelzer is qualified to serve on our board of directors because of her extensive executive and financial experience at multiple public companies in the biopharmaceutical and biotechnology industries.

Arnold Levine, Ph.D. has served as a member of our board of directors since June 2013. Since 2011, Dr. Levine has served as a Professor Emeritus at The Simons Center for Systems Biology at the Institute for Advanced Study in Princeton, New Jersey. Dr. Levine trained as a Postdoctoral Fellow at California Institute of Technology in the laboratory of Robert Sinsheimer. Dr. Levine is a widely acclaimed leader in cancer research. Dr. Levine currently serves on the board of directors of GeneCentric Therapeutics, a private biomarker producer, and serves on the scientific advisory board of Chugai Pharmabody Research, a subsidiary of Chugai Pharmaceutical focused on utilizing proprietary antibody engineering technologies. Dr. Levine previously was a member of the board of directors of Adaptive Biotechnologies (Nasdaq: ADPT), a commercial-stage biotechnology company, and Meira GTX (Nasdaq: MGTX), a clinical-stage gene therapy company. In 1979, Dr. Levine and others discovered the p53 tumor suppressor protein. Dr. Levine helped shape U.S. science priorities as chairman of an influential 1996 review panel on federal AIDS research funding. He also chaired the National Cancer Advisory Board, which advises the National Academy of Sciences and its Institute of Medicine on cancer policy. He was elected to the National Academy of Sciences in 1991 and to its Institute of Medicine in 1995. In April 2001, Levine received the first Albany Medical Center Prize in Medicine and Biomedical Research, the largest annual prize in science or medicine offered in the United States. In 1968, Dr. Levine joined Princeton University as an Assistant Professor, becoming a Professor of biochemistry in 1976. In 1979, he moved to the SUNY Stony Brook School of Medicine to Chair the Department of Microbiology. He returned to Princeton in 1984 and between 1984 and 1996, he presided over a major expansion of Princeton’s life sciences programs as Chairman of the Department of Molecular Biology. From 1998 to 2002, Dr. Levine was President of the Rockefeller University. Dr. Levine received a B.A. from Harpur College, State University of New York and a Ph.D. in Microbiology from the University of Pennsylvania. We believe Dr. Levine is qualified to serve on our board of directors due to his extensive academic and professional experience in cancer research and molecular biology.

Charles M. Baum, M.D., Ph.D. has served as a member of our board of directors since April 2021. Dr. Baum was the Founder, President and Chief Executive Officer of Mirati from November 2012 to September 2021, was a board member since 2012, and also served as Mirati’s President, Founder and Head of Research and Development from September 2021 through January 2024, when Mirati was acquired by Bristol. Since May 2022, Dr. Baum has served on the board of directors of Poseida Therapeutics, Inc. (Nasdaq: PSTX), a clinical-stage biopharmaceutical company. Dr. Baum currently serves on the board of directors of Acrivon Therapeutics, Inc. (Nasdaq: ACRV), a clinical-stage biopharmaceutical company. From June 2003 to September 2012, Dr. Baum worked at Pfizer as Senior Vice President for Biotherapeutic Clinical Research within

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Pfizer’s Worldwide Research & Development division and as Vice President and Head of Oncology Development and Chief Medical Officer for Pfizer’s Biotherapeutics and Bioinnovation Center. From 2000 to 2003, Dr. Baum was responsible for the development of several oncology compounds at Schering-Plough Corporation (acquired by Merck & Co., Inc. (NYSE: MRK) (“Merck”)). Dr. Baum’s career has included academic and hospital positions at Stanford University and Emory University, as well as positions of increasing responsibility within the pharmaceutical industry at SyStemix, Inc. (acquired by Novartis AG), G.D. Searle & Company (acquired by Pfizer), Schering-Plough Corporation (acquired by Merck) and Pfizer. Dr. Baum received his M.D. and Ph.D. (Immunology) degrees from Washington University School of Medicine in St. Louis, Missouri and completed his post-doctoral training at Stanford University. We believe that Dr. Baum is qualified to serve on our board of directors because of the perspective and executive-level experience he provides in the biotechnology industry as well as his experience serving on the board of directors of public companies.

Board of Directors Diversity Matrix

	As of (Date)
	March 31, 2023				March 31, 2024
Total Number of Directors	7				7
Part I: Gender Identity	Female	Male	Non- Binary	Did Not Disclose Gender	Female	Male	Non- Binary	Did Not Disclose Gender
Directors	3	4	0	0	3	4	0	0

Part II: Demographic Background
African American or Black	0	0	0	0	0	0	0	0
Alaskan Native or Native American	0	0	0	0	0	0	0	0
Asian	0	0	0	0	0	0	0	0
Hispanic or Latinx	0	0	0	0	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0	0	0	0	0
White	3	3	0	0	3	3	0	0
Two or More Races or Ethnicities	0	1	0	0	0	1	0	0
LGBTQ+	0				0
Did Not Disclose Demographic Background	0				0

Director Independence

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions and phase-in periods, each member of a listed company’s audit committee, compensation committee and nominating and corporate governance committee be independent. 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 “Exchange Act”). 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.

To be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of

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such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Charles M. Baum, M.D., Ph.D., Kirsten Flowers, Carol Gallagher, Pharm.D., Richard Heyman, Ph.D. and Laurie Stelzer, representing five of our seven directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq. Dr. Mack is not an independent director because he is our President and Chief Executive Officer. Dr. Levine is not independent because he provides general consulting and advisory services to us, serves as a member of our scientific advisory board (“SAB”) and, within the last three fiscal years, received compensation for his consulting and advisory services, as well as for his SAB service, in excess of Nasdaq’s minimum independence thresholds.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them. There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Our board of directors is currently chaired by Richard Heyman, Ph.D. As a general policy, our board of directors believes that separation of the positions of chairperson of our board of directors and Chief Executive Officer reinforces the independence of our board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our board of directors as a whole. As such, David H. Mack, Ph.D. serves as our Chief Executive Officer while Dr. Heyman serves as the chairperson of our board of directors, but is not an officer. We currently expect and intend the positions of chairperson of our board of directors and Chief Executive Officer to continue to be held by two individuals in the future. We believe that our board leadership structure is appropriate for our Company, particularly where we have a majority of independent directors who are all actively involved in meetings of the board of directors and its committees, which include activate engagement with management for oversight of our key risk areas. In addition, our board of directors, including our leadership, is comprised of individuals who have expertise in research, product and clinical development, finance, accounting, commercialization, corporate development and general management of other biopharmaceutical companies.

Board Committees and Meetings

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each of the audit committee, compensation committee, and nominating and corporate governance committee is a standing committee and operates pursuant to a separate written charter adopted by our board of directors that is available on the Investors section of the Company’s website at ir.pmvpharma.com. The inclusion of our website address in this proxy statement does not include or incorporate by reference into this proxy statement the information on or accessible through our website.

Our board of directors met 10 times during fiscal year 2023. During fiscal year 2023, each of our directors attended 75% or more of the aggregate of (a) the total number of meetings of the board of directors held while a director (during the period in which the director served on the board of directors) and (b) the total number of meetings held by all committees on which the director served (during the period in which the director served on such committees). Pursuant to our corporate governance guidelines, each director is encouraged to attend each annual meeting of stockholders.

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Although we do not have a formal policy regarding attendance by members of our board of directors at the annual meetings of stockholders, we encourage, but do not require, directors to attend. One of our seven directors attended our 2023 annual meeting of stockholders.

Audit Committee

The audit committee consists of Ms. Stelzer, Ms. Flowers and Dr. Heyman. Ms. Stelzer is the chairperson of the audit committee. Our board of directors has determined that all members are independent under the listing standards of Nasdaq and Rule 10A-3(b)(1) of the Exchange Act and that Ms. Stelzer is an audit committee financial expert, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2012, as amended, and possesses financial sophistication, as defined under the rules of Nasdaq. Our board of directors has also determined that each member of our audit committee can read and understand fundamental financial statements, in accordance with applicable requirements. Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems. Among other matters, our audit committee also:

•	selects and hires the independent registered public accounting firm to audit our financial statements;

•	helps to ensure the independence and performance of the independent registered public accounting firm;

•	approves audit and non-audit services and fees;

•

reviews financial statements and discuss with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

•	prepares the audit committee report that the SEC requires to be included in our annual proxy statement;

•	reviews reports and communications from the independent registered public accounting firm;

•	reviews the adequacy and effectiveness of our internal controls and disclosure controls and procedure;

•	reviews our policies on risk assessment and risk management;

•	reviews and monitors conflict of interest situations, and approves or prohibits any involvement in matters that may involve a conflict of interest or taking of a corporate opportunity;

•	reviews related person transactions; and

•	establishes and oversees procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

The audit committee operates under a written charter that satisfies the applicable rules of the SEC and Nasdaq listing rules. Our audit committee’s written charter may be located on our website at ir.pmvpharma.com. The audit committee met five times in fiscal year 2023.

Compensation Committee

The compensation committee consists of Dr. Heyman, Ms. Stelzer and Dr. Baum, each of whom meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Dr. Heyman is the chairperson of the compensation committee. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The compensation committee oversees our compensation policies, plans and benefits programs. Our compensation committee also:

•	oversees our overall compensation philosophy and compensation policies, plans and benefits programs;

•	reviews and approves, or recommends to the board of directors for approval, compensation for our executive officers and directors;

•	prepares the compensation committee report that the SEC will require to be included in our annual proxy statement; and

•	administers our equity compensation plans.

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The compensation committee has the right, in its sole discretion, to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers.

The compensation committee operates under a written charter that satisfies the applicable rules of the SEC and Nasdaq listing rules. Our compensation committee’s written charter may be located on our website at ir.pmvpharma.com. The compensation committee met four times in fiscal year 2023.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee consists of Dr. Baum, Dr. Gallagher and Dr. Heyman, each of whom meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Dr. Baum is the chairperson of the nominating and corporate governance committee. The nominating and corporate governance committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors. Among other matters, our nominating and corporate governance committee also:

•	identifies, evaluates and makes recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

•	considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees;

•	reviews and makes recommendations to our board of directors with respect to management succession planning;

•	reviews developments in corporate governance practices;

•	evaluates the adequacy of our corporate governance practices and reporting, including providing oversight for our sustainability related to Environmental, Social and Governance programs, reporting and policy initiatives; and

•	evaluates the performance of our board of directors and individual members.

Our nominating and corporate governance committee operates under a written charter that satisfies applicable rules of the SEC and Nasdaq listing rules. Our nominating and corporate governance committee’s written charter may be located on our website at ir.pmvpharma.com. The nominating and corporate governance committee met four times in fiscal year 2023.

Identifying and Evaluating Director Nominees

Our board of directors has delegated to the nominating and corporate governance committee the responsibility of identifying individuals qualified to become members of the board of directors and recommending to the board of directors nominees to fill vacancies and newly created directorships and the nominees to stand for election as directors. If the nominating and corporate governance committee determines that an additional or replacement director is required, it may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the board of directors or management.

In its evaluation of director candidates, including the members of the board of directors eligible for reelection, the nominating and corporate governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and its committees. Some of the factors that our nominating and corporate governance committee considers include, without limitation, character, integrity, judgment, diversity, including diversity in terms of gender, race, ethnicity and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and similar factors.

Nominees must also have the highest personal and professional ethics and integrity, proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing board of directors, the ability to assist and support management and make significant contributions to the Company’s success, and an understanding of the fiduciary responsibilities that are required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.

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Role of the Board in Risk Oversight

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including operational, cybersecurity, credit and liquidity risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting and cybersecurity matters and financial reporting. The nominating and corporate governance committee is responsible for identifying, evaluating and recommending to our board of directors’ nominees for election and the composition of our board of directors and its committees. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our board of directors is regularly informed on risks related to our overall operations as a clinical stage precision oncology company, as well as through discussions from committee members about their respective areas of risk oversight. The board of directors’ allocation of risk oversight responsibility may change from time to time based on the evolving needs of the Company.

Our board of directors believes its current leadership structure supports the risk oversight function of the board. Given the operating experience of our board members, either as executive officers or members of the board of directors of other biopharmaceutical companies, we believe that our board leadership structure has the requisite experience and expertise to oversee the board of directors’ risk oversight function. There is also open communication between management and directors through periodic reviews of our key risk areas and mitigation steps to reduce our risk exposure, and all directors are actively involved in the risk oversight function.

Stockholder Recommendations and Nominations to our Board of Directors

Our nominating and corporate governance committee will consider recommendations and nominations for candidates to our board of directors from stockholders in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our amended and restated certificate of incorporation and amended and restated bylaws, all applicable company policies and all applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws and corporate governance guidelines and the director nominee criteria described above.

A stockholder that wants to recommend a candidate to our board of directors should direct the recommendation in writing by letter to our corporate secretary at PMV Pharmaceuticals, Inc., 1 Research Way, Princeton, New Jersey 08540, Attention: Corporate Secretary. Such recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC and should be sent in writing to our corporate secretary at the address above. To be timely for our 2025 annual meeting of stockholders, nominations must be received by our corporate secretary observing the deadlines discussed below under “Other Matters-Stockholder Proposals or Director Nominations for 2025 Annual Meeting.”

Communications with the Board of Directors

Stockholders and other interested parties wishing to communicate directly with our non-management directors, may do so by writing and sending the correspondence to our General Counsel by mail to our principal executive offices at PMV Pharmaceuticals, Inc., 1 Research Way, Princeton, New Jersey 08540. Our General Counsel, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not relevant for our stockholders to act on or for our board of directors to consider and (3) matters that are of a type that are improper or irrelevant to the functioning of our board of directors or our business, for example, mass

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mailings, job inquiries and business solicitations. If appropriate, our General Counsel will route such communications to the appropriate director(s) or, if none is specified, then to the chairperson of the board of directors. These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines. These guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other executive and senior financial officers. The full text of our corporate governance guidelines and code of business conduct and ethics are available on our website at ir.pmvpharma.com. We will post amendments to our code of business conduct and ethics or any waivers of our code of business conduct and ethics for directors and executive officers on the same website.

Compensation Committee Interlocks and Insider Participation

During 2023, the members of our compensation committee were Dr. Heyman, Ms. Stelzer and Dr. Baum. None of the members of our compensation committee has been an officer or employee of PMV Pharmaceuticals or any of our subsidiaries at any time. 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 (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Outside Director Compensation Policy

To attract, retain and reward qualified non-employee candidates to serve on our board of directors, we have adopted an outside director compensation policy (the “Director Compensation Policy”). Our compensation committee reviews the Director Compensation Policy annually in consultation with our compensation consultant, and makes recommendations for any revisions to our board of directors. In February 2024, the Company revised the Director Compensation Policy to increase director compensation to remain consistent with companies similar to its industry and market capitalization. Such increase is in the form of stock options to purchase shares of our common stock to further align the interests of our directors with our stockholders. Our board of directors has the discretion to revise non-employee director compensation as it deems necessary or appropriate. Under our Director Compensation Policy as currently in effect, each non-employee director upon first becoming a non-employee director automatically receives an initial option to purchase 45,000 shares of common stock. The initial option vests in 36 equal, monthly installments after the grant date, subject to continued service through the vesting date. Additionally, each non-employee director automatically receives an annual option to purchase 22,500 shares, effective on the date of each annual meeting of the stockholders. The annual option vests on the earlier of one year following the grant date or the next annual meeting of stockholders, subject to continued service through the vesting date. All awards under the Director Compensation Policy accelerate and vest upon a change in control. The exercise price of all options under the Director Compensation Policy is the fair market value on the date of grant.

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Cash Compensation

All non-employee directors are entitled to receive the following cash compensation for their services:

Position			Annual Cash Retainer
Base Director Fee			$40,000
Additional Chairperson Fee
Chair of the Board of Directors			$35,000
Chair of the Audit Committee			$15,000
Chair of the Compensation Committee			$10,000
Chair of the Nominating and Corporate Governance Committee			$8,000
Additional Committee Member Fee (excluding chairpersons)
Audit Committee			$7,500
Compensation Committee			$5,000
Nominating and Corporate Governance Committee			$4,000

Director Compensation for Fiscal Year Ending 2023

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ending December 31, 2023. Directors who are also our employees receive no additional compensation for their service as directors. For the fiscal year ending December 31, 2023, Dr. Mack was an employee and executive officer of the company and therefore, did not receive compensation as a director. See “Executive Compensation” for additional information regarding Dr. Mack’s compensation.

Name	Fees Paid or Earned in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Richard Heyman, Ph.D.	96,500	—	80,272	—	—	—	176,772
Charles M. Baum, M.D., Ph.D.	53,000	—	80,272	—	—	—	133,272
Kirsten Flowers	47,500	—	80,272	—	—	—	127,772
Carol Gallagher, Pharm.D.	44,000	—	80,272	—	—	—	124,272
Arnold Levine, Ph.D.	40,000	—	80,272	—	—	100,000⁽¹⁾	220,272
Laurie Stelzer	60,000	—	80,272	—	—	—	140,272

(1)	Dr. Levine received annual compensation of $100,000 pursuant to a consulting agreement. For additional information regarding our consulting agreement with Dr. Levine, see “Certain Relationships and Related Person Transactions—Consulting Agreement with Arnold Levine, Ph.D.”

The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2023.

Name	Number of Shares Underlying Outstanding Stock Awards	Number of Shares Underlying Outstanding Options
Richard Heyman, Ph.D.	—	303,258
Charles M. Baum, M.D., Ph.D.	—	86,838
Kirsten Flowers	—	73,667
Carol Gallagher, Pharm.D.	—	60,500
Arnold Levine, Ph.D.	—	63,114
Laurie Stelzer	—	90,000

Scientific Advisory Board

We have established a scientific advisory board composed of leading academic and industry scientists. We seek advice and input from these scientists on an ad hoc basis, individually or as a group, to provide scientific and clinical feedback and advice related to our research and development platform and programs. The members of

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our advisory board consist of experts across a range of key disciplines relevant to our programs. Except for Drs. Heyman and Levine, who are members of our board of directors, our scientific advisors are not our employees or directors and have no decision-making authority over our activities. Our scientific advisors may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us. In addition, our scientific advisors may have arrangements with other companies to assist those companies in developing products or technologies that may compete with ours. All of our scientific advisors are affiliated with other entities and devote only a small portion of their time to us. Our scientific advisors receive cash and equity compensation based upon consulting services rendered. Effective September 1, 2021, Dr. Heyman agreed to waive any future scientific advisory compensation he is otherwise entitled to be paid for those services to us.

Indemnification

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements and our amended and restated certificate of incorporation and amended and restated bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. See “Certain Relationships and Related Person Transactions—Indemnification of Directors and Officers.”

Environmental, Social and Governance (ESG) Initiatives

As a clinical-stage precision oncology company, we are rooted in our mission to fundamentally disrupt the course of cancer for patients with p53 gene mutations and other p53-related cancers. We believe integrating responsible environmental, social, and governance principles into our corporate strategy will drive sustainable value creation for our shareholders, employees, patients, and caregivers over the long term. We have formed an internal ESG Working Group with cross-functional senior leadership, and oversight by the nominating and corporate governance committee of our board of directors to oversee our sustainability efforts and have documented our initiatives in our inaugural 2022 ESG Highlights Report, which is available on our website at ir.pmvpharma.com. The content provided in our 2022 ESG Highlights Report or accessible through our website is not part of our proxy solicitation materials.

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EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of the date of this proxy statement. Information regarding Dr. Mack, who also serves as a director, is set forth above under “Board of Directors and Corporate Governance—Continuing Directors.”

Name	Age	Position(s)
David H. Mack, Ph.D.	62	President, Chief Executive Officer and Director
Michael Carulli	50	Chief Financial Officer
Deepika Jalota, Pharm.D.	48	Chief Development Officer

Michael Carulli has served as our Chief Financial Officer since January 2024. Prior to being promoted as our Chief Financial Officer, Mr. Carulli served as our Senior Vice President of Finance from March 2023 to January 2024 and as Vice President of Finance from May 2020 to March 2023. Before joining PMV Pharmaceuticals, from May 2010 to May 2020, Mr. Carulli worked at Celgene Corporation, a global biopharmaceutical company, where he held multiple positions, including as Executive Director FP&A – Research & Development. Mr. Carulli received a B.S. in Marketing and Management from Siena College and a M.B.A. from the Fordham Gabelli School of Business.

Deepika Jalota, Pharm.D. has served as our Chief Development Officer since May 2023. Prior to being promoted as our Chief Development Officer, Dr. Jalota served as our Chief Regulatory and Quality Officer from February 2021 to May 2023 and also previously served as our Senior Vice President, Regulatory Affairs and Quality Assurance from June 2019 to February 2021. Before joining PMV Pharmaceuticals, Dr. Jalota was employed by Bayer HealthCare Pharmaceuticals from July 2007 to May 2019 and held multiple leadership positions within Global Regulatory Affairs in oncology and other therapeutic areas. She was most recently Vice President, Global Regulatory Strategy, Oncology from July 2017 to June 2019 and was responsible for overseeing global regulatory strategy development for multiple early and late stage oncology assets. Dr. Jalota also served as Senior Director, Global Regulatory Strategy, Oncology from June 2016 to July 2017 and Director and Head of Global Regulatory Strategy, Dermatology and Ophthalmology from January 2014 to June 2016. Prior to joining Bayer HealthCare Pharmaceuticals, Dr. Jalota was employed by Sanofi-Aventis, Forest Laboratories and Procter and Gamble. Dr. Jalota received a B.S. in Pharmacy from Rutgers University, Ernest Mario School of Pharmacy and a Pharm.D. from the University of Florida, College of Pharmacy.

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EXECUTIVE COMPENSATION

Summary Compensation Table

Our named executive officers for fiscal year ended December 31, 2023, which consist of our principal executive officer and the next two most highly compensated executive officers, are:

•	David H. Mack, Ph.D., our President, Chief Executive Officer and Director;

•	Winston Kung, our former Chief Operating Officer and Chief Financial Officer; and

•	Deepika Jalota, Pharm.D., our Chief Development Officer.

The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 2023 and 2022.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards⁽¹⁾ ($)	Non-Equity Incentive Plan Compensation⁽²⁾ ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
David H. Mack, Ph.D. President, Chief Executive Officer and Director	2023	586,083	—	—	1,328,712	295,000	—	—	2,209,795
	2022	563,750	—	—	2,814,415	198,275	—	—	3,576,440

Winston Kung Former Chief Operating Officer and Chief Financial Officer⁽³⁾	2023	475,299	—	—	603,960	181,000	—	—	1,260,259
	2022	461,455	—	—	1,177,183	129,838	—	—	1,768,476

Deepika Jalota, Pharm.D. Chief Development Officer	2023	421,898	—	—	503,300	172,000	—	—	1,097,198
Deepika Jalota, Pharm.D. Chief Development Officer	2022⁽⁴⁾	—	—	—	—	—	—	—	—

(1)

The amounts reported represent the aggregate grant date fair value of options calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718-Compensation-Stock Compensation (“ASC 718”). Such grant-date fair value does not take into account any estimated forfeitures related to performance or service vesting conditions. Information about the assumptions used in the calculation of these amounts are included in Note 2 and Note 9 to the Company’s financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for such year. Represents grants of options pursuant to our 2020 Equity Incentive Plan as described further in the table of outstanding equity awards below.

(2)	The 2023 amounts reported cash bonuses earned under our 2023 bonus plan based upon the achievement of various development, pipeline, and corporate goals for the year ended December 31, 2023, which were paid in 2024.

(3)	Mr. Kung transitioned from his role as our Chief Operating Officer and Chief Financial Officer into an advisor, effective January 4, 2024. Mr. Kung ceased serving as an advisor on March 31, 2024.

(4)	Dr. Jalota was not a named executive officer in 2022.

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2023 Bonus Plan

Each named executive officer has an established target bonus amount as set forth in the section “Executive Officers-Employment Arrangements with our Named Executive Officers.” In 2023, our named executive officers were eligible for non-equity incentive compensation pursuant to the terms of a bonus plan for 2023, with the actual amount payable tied to the achievement of various development, pipeline, and corporate goals. The amount earned by our named executive officers is set forth in our Summary Compensation Table above.

Employment Arrangements with our Named Executive Officers

David H. Mack, Ph.D.

We entered into a confirmatory employment letter with Dr. Mack, our President and Chief Executive Officer, on August 17, 2020. The confirmatory employment letter currently has no specific term and provides for at-will employment. Dr. Mack’s current annual base salary, effective as of March 1, 2024, is $610,500, and Dr. Mack’s annual target bonus is 50% of his annual base salary.

Winston Kung

During 2023, the employment of Mr. Kung, then our Chief Operating Officer and Chief Financial Officer, was governed by a confirmatory employment letter which we entered into with Mr. Kung on August 17, 2020. Effective January 4, 2024, Mr. Kung transitioned from his role as Chief Operating Officer and Chief Financial Officer into an advisory role. In connection with his transition, we entered into a consulting agreement with Mr. Kung, which terminated on March 31, 2024. Mr. Kung’s monthly retainer was $20,000.

Deepika Jalota, Pharm.D.

We entered into a confirmatory employment letter with Dr. Jalota, our Chief Development Officer, updated as of May 15, 2023 in connection with her promotion in fiscal year 2023. The confirmatory employment letter currently has no specific term and provides for at-will employment. Dr. Jalota’s current annual base salary, effective as of March 1, 2024, is $445,050, and Dr. Jalota’s annual target bonus is 40% of her annual base salary.

Grants of Plan-Based Awards for Fiscal 2023

The following table sets forth information, for each of our named executive officers, concerning grants of plan-based awards made during fiscal 2023.

Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options(#)⁽¹⁾	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards⁽²⁾
David H. Mack, Ph.D.	5/12/2023	—	330,000	5.70	1,328,712
Winston Kung	5/12/2023	—	150,000	5.70	603,960
Deepika Jalota, Pharm.D.	5/12/2023	—	125,000	5.70	503,300

(1)	Shares subject to the option vest in 48 equal monthly installments beginning on June 12, 2023.

(2)

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Outstanding Equity Awards at Fiscal 2023 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

		Option Awards						Stock Awards
Name	Grant Date⁽¹⁾	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)⁽²⁾	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares of Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
David H. Mack, Ph.D.	05/12/2015⁽³⁾	109,459	—	—	0.53	05/11/2025	—	—	—	—
David H. Mack, Ph.D.	11/16/2016⁽³⁾	220,643	—	—	1.37	11/15/2016	—	—	—	—
David H. Mack, Ph.D.	05/16/2017⁽³⁾	460,769	—	—	2.95	05/15/2017	—	—	—	—
David H. Mack, Ph.D.	03/10/2020⁽⁴⁾	205,965	13,783	—	3.90	03/09/2020	—	—	—	—
David H. Mack, Ph.D.	05/12/2021⁽⁵⁾	86,918	47,666	—	28.33	05/11/2021	—	—	—	—
David H. Mack, Ph.D.	02/10/2022⁽⁶⁾	114,400	135,200	—	16.29	02/10/2032	—	—	—	—
David H. Mack, Ph.D.	05/12/2023⁽⁷⁾	48,125	281,875	—	5.70	05/11/2033	—	—	—	—
Winston Kung	02/22/2018⁽⁸⁾	425,130	23,315	—	3.22	02/21/2028	—	—	—	—
Winston Kung	03/10/2020⁽⁴⁾	81,990	5,472	—	3.90	03/09/2030	—	—	—	—
Winston Kung	05/12/2021⁽⁵⁾	32,509	17,828	—	28.33	05/11/2031	—	—	—	—
Winston Kung	02/10/2022⁽⁶⁾	47,850	56,550	—	16.29	02/10/2032	—	—	—	—
Winston Kung	05/12/2023⁽⁷⁾	21,875	281,875	—	5.70	05/11/2033	—	—	—	—
Deepika Jalota, Pharm.D.	08/21/2019⁽⁹⁾	87,320	—	—	3.53	08/20/2029	—	—	—	—
Deepika Jalota, Pharm.D.	03/10/2020⁽¹⁰⁾	16,024	1,069	—	3.90	03/09/2030	—	—	—	—
Deepika Jalota, Pharm.D.	05/12/2021⁽⁵⁾	14,643	8,031	—	28.33	05/11/2031	—	—	—	—
Deepika Jalota, Pharm.D.	02/10/2022⁽⁶⁾	31,212	36,888	—	16.29	02/09/2032	—	—	—	—
Deepika Jalota, Pharm.D.	09/09/2022⁽¹¹⁾	—	—	—	—	—	22,700	70,370	—	—
Deepika Jalota, Pharm.D.	05/12/2023⁽⁷⁾	18,229	106,771	—	5.70	05/11/2033	—	—	—	—

(1)

Outstanding options to purchase shares of our common stock granted prior to September 21, 2020 were granted pursuant to our 2013 Plan (as defined below), and outstanding options to purchase shares of our common stock granted on or after September 21, 2020, were granted pursuant to our 2020 Plan (as defined below).

(2)	This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors.

(3)	The options are fully vested.

(4)	The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments after March 10, 2020, subject to the named executive officer’s continued service through each vesting date.

(5)	The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments after May 12, 2021, subject to the named executive officer’s continued service through each vesting date.

(6)	The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments after February 10, 2022, subject to the named executive officer’s continued service through each vesting date.

(7)	The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments after May 12, 2023, subject to the named executive officer’s continued service through each vesting date.

(8)

The option includes two tranches. The first tranche (covering 75% of the shares of our common stock underlying the option) vests as to 1/4th of the shares of our common stock underlying it on November 27, 2018, and as to an additional 1/48th of the shares of our common stock underlying it in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. The second tranche (covering 25% of the total number of shares of our common stock underlying the option) vests as to 1/48th of the shares of our common stock underlying it in monthly installments, subject to the named executive officer’s continued service through each vesting date, subject to achievement of a performance vesting condition that was achieved.

(9)

The option vested as to 1/4th of the shares of our common stock underlying it on June 10, 2020, and the option vests as to 1/48th of the shares of our common stock underlying it in monthly installments after June 10, 2020, subject to the named executive officer’s continued service through each vesting date.

(10)

The option vested as to 1/48th of the shares of our common stock underlying it on April 4, 2020, and the option vests as to 1/48th of the shares of our common stock underlying it in monthly installments after April 4, 2020, subject to the named executive officer’s continued service through each vesting date.

(11)	The restricted stock units vest as to 1/3rd of the shares of our common stock underlying it on September 9, 2023, and as to 2/3rds on September 9, 2024, subject to the named executive officer’s continued service through each vesting date.

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401(k) Plan

We maintain a 401(k) retirement savings plan for the benefit of our employees, including Dr. Mack and Dr. Jalota, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. We do not provide for any matching contributions under the 401(k) plan.

Potential Payments upon Termination or Change in Control

Severance Policy. Drs. Mack and Jalota are each participants in our Severance Policy. We entered into amended and restated change in control and severance participation agreements with Dr. Mack in August 2020, and with Dr. Jalota, in January 2022, which supersede all previous arrangements we had previously entered into with our named executive officers. Under each of these agreements, if, within the period three months prior to and 12 months following a “change in control” (such period, the change in control period), we terminate the employment of the applicable named executive officer other than for “cause”, death or “disability” or the applicable named executive officer terminates his or her employment for “good reason” (as such terms are defined in the named executive officer’s change in control and severance agreement) and the named executive officer executes a separation agreement and release of claims that becomes effective and irrevocable within 60 days following the named executive officer’s termination, the named executive officer is entitled to receive (i) a lump sum severance payment, less applicable withholdings, equal to 100%, in the case of Dr. Jalota, and 150%, in the case of Dr. Mack, of their base salary, as then in effect, (ii) a lump sum payment, less applicable withholdings, equal to 100%, in the case of Dr. Jalota, and 150%, in the case of Dr. Mack, of their target bonus for the performance year in which such termination occurred, (iii) payment or reimbursement of premiums to maintain group health insurance continuation benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the named executive officer and his or her dependents through 12 months, in the case of Dr. Jalota, and 18 months, in the case of Dr. Mack, following such termination, and (iv) accelerated vesting as to 100% of the employee’s outstanding unvested equity awards.

In addition, under each of these agreements, if, outside of the change in control period, we terminate the employment of the applicable named executive officer other than for cause, death or disability, and the named executive officer executes a separation agreement and release of claims that becomes effective and irrevocable within 60 days following the employee’s termination, the employee is entitled to receive (i) a lump sum severance payment, less applicable withholdings, equal to 9 months, in the case of Dr. Jalota, and 12 months, in the case of Dr. Mack, of their base salary, as then in effect, (ii) payment or reimbursement of premiums to maintain group health insurance continuation benefits pursuant to COBRA for the employee and the named executive officer’s dependents through 9 months, in the case of Dr. Jalota, and 12 months, in the case of Dr. Mack, following such termination, and (iii) accelerated vesting of time-based equity awards granted prior to the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Exchange Act, with respect to the Company’s common stock in an amount that would have vested had the named executive officer’s employment continued through 6 months, in the case of Dr. Jalota, and 12 months, in the case of Dr. Mack, following such termination.

Under each of these agreements, in the event any payment to, or benefits received by, the applicable employee pursuant to his or her change in control and severance agreement would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the employee will receive such payment as would entitle the employee to receive the greatest after-tax benefit, even if it means that we pay him or her a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

2020 Equity Incentive Plan. Our 2020 Equity Incentive Plan (the “2020 Plan”) provides that in the event of a merger or change in control, as defined under our 2020 Plan, each outstanding award will be treated as the administrator determines, without a participant’s consent. The administrator is not required to treat all awards, all awards held by a participant or all awards of the same type similarly.

If a successor corporation does not assume or substitute for any outstanding award, then the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse, and for awards with performance-based vesting, unless specifically provided for otherwise under the applicable award agreement or other agreement or policy applicable to the participant, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and

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conditions met. If an option or stock appreciation right is not assumed or substituted in the event of a change in control, the administrator will notify the participant in writing or electronically that such option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right will terminate upon the expiration of such period.

For awards granted to an outside director, in the event of a change in control, the outside director will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse and, for awards with performance-based vesting, unless specifically provided for otherwise under the applicable award agreement or other agreement or policy applicable to the participant, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met.

2013 Equity Incentive Plan. Our 2013 Equity Incentive Plan (the “2013 Plan”) provides that in the event of a merger or change in control, as defined under our 2013 Plan, each outstanding award will be treated as the administrator determines. The administrator is not required to treat all awards, all awards held by a participant or all awards of the same type similarly.

In the event that (i) a participant is terminated for reasons other than cause, death or disability (as such terms are defined in our 2013 Plan), or terminates employment following a resignation for good reason (as such term is defined in our 2013 Plan), or terminates employment due to not being offered employment reasonably commensurate with their position prior to the merger or change in control with any successor entity, in each case in connection with the merger or change in control (which may include, without limitation, termination within thirty (30) days prior to the effective date of a change in control), or (ii) the successor entity assumes or substitutes the awards of a participant, and within twelve (12) months after the merger or change in control such participant is terminated by the successor entity for reasons other than cause, death or disability, or such participant resigns for good reason, then, in each case, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an option or stock appreciation right fully vests upon the termination of a participant in connection with a merger or change in control pursuant to the immediately preceding sentence, the administrator will notify such participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion (of at least three (3) days), and the option or stock appreciation right will terminate upon the expiration of such period.

Policy Prohibiting Hedging or Pledging of Securities

Under our insider trading policy, our employees, including our executive officers, and the members of our board of directors are prohibited from, directly or indirectly, among other things, (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them. In addition, our executive officers and the members of our board of directors are prohibited from, directly or indirectly, pledging any of our securities as collateral for any loans and holding our securities in a margin account.

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Pay Versus Performance

The following table sets forth compensation information for our Chief Executive Officer, referred in the table below as our PEO, and our other named executive officers, referred in the table below as our NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income (loss), calculated in accordance with SEC regulations, for fiscal years 2023, 2022 and 2021:

Year	Summary Compensation Table (“SCT”) Total for PEO⁽¹⁾⁽²⁾	Compensation Actually Paid (“CAP”) to PEO⁽¹⁾⁽³⁾	Average SCT Total for Non-PEO Named Executive Officers (“NEOs”)⁽²⁾⁽⁴⁾	Average CAP to NEOs⁽³⁾⁽⁴⁾	Value of Initial Fixed $100 Investment Based on: Total Shareholder Return (“TSR”)	Net Loss (in thousands)
2023	$1,914,795	$218,651	$1,002,229	$222,637	$5.04	$(68,960)
2022	$3,378,165	$(717,526)	$1,177,183	$(730,262)	$14.14

			Page
PROPOSAL NO. 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			33
Vote Required			33
Board Recommendation			33
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			34
Audit and Audit-Related Fees			34
Auditor Independence			34
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			34
Vote Required			34
Board Recommendation			34
REPORT OF THE AUDIT COMMITTEE			35
OTHER MATTERS			36
Stockholder Proposals or Director Nominations for 2025 Annual Meeting			36
Availability of Amended and Restated Bylaws			36
2023 Annual Report			37

SEC Form DEF 14A filed by PMV Pharmaceuticals Inc.