DEF 14A

DEF 14A 1 sqz_-_2022_proxy_stateme.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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

Check the appropriate box:

☐ Preliminary Proxy Statement

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

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

SQZ Biotechnologies Company

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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


☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

SQZ Biotechnologies Company

NOTICE & PROXY STATEMENT

Annual Meeting of Stockholders

June 15, 2022

9:30 a.m. (Eastern time)

SQZ BIOTECHNOLOGIES COMPANY

200 ARSENAL YARDS BLVD, SUITE 210

WATERTOWN, MASSACHUSETTS 02472

April 26, 2022

To Our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of SQZ Biotechnologies Company at 9:30 a.m. Eastern time, on Wednesday, June 15, 2022. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” on page 3 of the proxy statement for more information about how to attend the meeting online.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

Armon Sharei, Ph.D.
President, Chief Executive Officer and Director

TABLE OF CONTENTS


	Page
Notice of Annual Meeting of Stockholders	i
Proxy Statement	1
Questions and Answers About the 2022 Annual Meeting of Stockholders	3
Proposals To Be Voted On	7
Report of the Audit Committee of the Board	12
Independent Registered Public Accounting Firm Fees and Other Matters	13
Executive Officers	14
Corporate Governance	15
Committees of the Board	19
Executive and Director Compensation	22
Security Ownership of Certain Beneficial Owners and Management	28
Certain Relationships and Related Person Transactions	31
Stockholders’ Proposals	33
Other Matters	33
Solicitation of Proxies	33
SQZ’s Annual Report on Form 10-K	34

SQZ BIOTECHNOLOGIES COMPANY
200 Arsenal Yards Blvd, Suite 210
Watertown, Massachusetts 02472

Notice of Annual Meeting of Stockholders
To Be Held Wednesday, June 15, 2022

The Annual Meeting of Stockholders (the “Annual Meeting”) of SQZ Biotechnologies Company, a Delaware corporation (the “Company”), will be held at 9:30 a.m. Eastern time on Wednesday, June 15, 2022. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to participate in the Annual Meeting online, vote your shares electronically and submit your questions before and during the Annual Meeting by visiting www.proxydocs.com/SQZ. In order to attend and/or participate, you must register in advance at www.proxydocs.com/SQZ prior to the deadline of June 14, 2022 at 5:00 p.m. Eastern Time. Upon properly completing your registration, you will receive further instructions via email, including your unique live meeting link that will allow you access to the Annual Meeting and will also permit you to vote electronically and submit questions at the meeting. You will not be able to attend the Annual Meeting in person.

The Annual Meeting will be held for the following purposes:

•

To elect Amy W. Schulman, Klavs F. Jensen, Ph.D., Sapna Srivastava, Ph.D., and Bernard Coulie, M.D., Ph.D. as Class II Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of our common stock as of the close of business on April 18, 2022 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to Lawrence Knopf, General Counsel and Secretary, at GeneralCounsel@sqzbiotech.com, stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available for examination by our stockholders during the Annual Meeting via the unique link that will allow you to access the meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors

Lawrence Knopf
General Counsel and Secretary

Watertown, Massachusetts
April 26, 2022

SQZ BIOTECHNOLOGIES COMPANY
200 Arsenal Yards Blvd, Suite 210
Watertown, Massachusetts 02472

Proxy Statement

This proxy statement is furnished in connection with the solicitation by the Board of Directors of SQZ Biotechnologies Company of proxies to be voted at our Annual Meeting of Stockholders to be held on Wednesday, June 15, 2022 (the “Annual Meeting”), at 9:30 a.m. Eastern time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

You will be able to participate in the Annual Meeting online, vote your shares electronically and submit your questions before and during the Annual Meeting by visiting www.proxydocs.com/SQZ. In order to attend and/or participate, you must register in advance at www.proxydocs.com/SQZ prior to the deadline of June 14, 2022 at 5:00 p.m. Eastern Time. Upon properly completing your registration, you will receive further instructions via email, including your unique live meeting link that will allow you access to the Annual Meeting and will also permit you to vote electronically and submit questions at the meeting. You will not be able to attend the Annual Meeting in person.

Holders of record of shares of our common stock, $0.001 par value per share, as of the close of business on April 18, 2022 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 28,148,125 shares of common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

This proxy statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2021 (the “2021 Annual Report”) will be released on or about April 27, 2022 to our stockholders on the Record Date.

In this proxy statement, “SQZ”, “Company”, “we”, “us”, and “our” refer to SQZ Biotechnologies Company.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JUNE 15, 2022

This Proxy Statement and our 2021 Annual Report to Stockholders are available at
http://www.proxydocs.com/SQZ

Proposals

At the Annual Meeting, our stockholders will be asked:

 To elect Amy W. Schulman, Klavs F. Jensen, Ph.D., Sapna Srivastava, Ph.D., and Bernard Coulie, M.D., Ph.D. as Class II Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

 To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

 To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Recommendations of the Board

The Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board recommends that you vote:

 FOR the election of Amy W. Schulman, Klavs F. Jensen, Ph.D., Sapna Srivastava, Ph.D., and Bernard Coulie, M.D., Ph.D. as Class II Directors; and

 FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Information About This Proxy Statement

Why you received this proxy statement. You are viewing or have received these proxy materials because SQZ’s Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, SQZ is making this proxy statement and its 2021 Annual Report available to its stockholders electronically via the Internet. On or about April 27, 2022, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2021 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2021 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact your bank, broker, or other nominee record holder, or you may contact our Secretary at our offices at 200 Arsenal Yards Blvd, Suite 210, Watertown, Massachusetts 02472.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact your bank, broker, or other nominee record holder, or you may contact our Secretary at our offices at 200 Arsenal Yards Blvd, Suite 210, Watertown, Massachusetts 02472.

Questions and Answers About the 2022 Annual Meeting of Stockholders

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is April 18, 2022. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of common stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 28,148,125 shares of common stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

Am I entitled to vote if my shares are held in “street name”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares online at the Annual Meeting, unless you obtain a legal proxy from your bank or brokerage firm.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting online or by proxy, of the holders of a majority in voting power of the common stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum.

Who can attend the Annual Meeting?

We have decided to hold the Annual Meeting entirely online this year. There will not be a physical meeting location and you will not be able to attend the meeting in person. To participate in the Annual Meeting virtually via the internet, please visit www.proxydocs.com/SQZ prior to the meeting.

You must register by June 14, 2022 at 5:00 p.m. Eastern Time to attend the Annual Meeting webcast.

Upon properly completing your registration, you will receive further instructions via email, including your unique live meeting link that will allow you access to the Annual Meeting and will permit you to submit questions before and during the Annual Meeting and vote. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:15 a.m. Eastern time, and you should allow ample time for the check-in procedures.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, the Chair of the Annual Meeting is authorized by our Amended and Restated Bylaws to adjourn the meeting, without the vote of stockholders.

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

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

How do I vote?

Stockholders of Record. If you are a stockholder of record, you may vote:

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by Internet—You can vote over the Internet at www.proxypush.com/SQZ by following the instructions on the Internet Notice or proxy card;

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by Telephone—You can vote by telephone by calling 866-509-2154 and following the instructions on the proxy card;

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by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or

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Electronically at the Meeting—To vote at the virtual Annual Meeting, you must register in advance at www.proxydocs.com/SQZ prior to the deadline of June 14, 2022 at 5:00 pm Eastern Time. You will be asked to provide the company number and control number from the Internet Notice. Upon properly completing your registration, you will receive further instructions via email, including your unique live meeting link that will allow you access to the meeting and you will have the ability to vote electronically.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day until the time at which online voting closes at the Annual Meeting.

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically. We encourage stockholders to submit their proxy via the Internet or telephone.

Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If you wish to attend the Annual Meeting and vote your shares online at the Annual Meeting, you must register with your control number and obtain a legal proxy from your bank or broker in order to cast your vote. If your shares are not registered in your own name or if you lose your control number, you should contact your bank or broker to obtain your control number or otherwise vote through the bank or broker.

Can I change my vote after I submit my proxy?

Yes.

If you are a registered stockholder, you may revoke your proxy and change your vote:

•

by submitting a duly executed proxy bearing a later date;

•

by granting a subsequent proxy through the Internet or telephone;

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by giving written notice of revocation to the Secretary of SQZ prior to or at the Annual Meeting; or

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by voting online at the Annual Meeting.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote online at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot.

Who will count the votes?

A representative of Mediant Communications Inc., our inspector of election, will tabulate and certify the votes.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are indicated on page 2 of this proxy statement, as well as with the description of each proposal in this proxy statement.

Will any other business be conducted at the Annual Meeting?

Why hold a virtual meeting?

We believe that hosting a virtual meeting this year is in the best interest of the Company and its stockholders. Furthermore, a virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the world. You will be able to attend the Annual Meeting online and submit your questions by visiting www.proxydocs.com/SQZ. You also will be able to vote your shares electronically at the Annual Meeting by following the instructions above.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located in the email you receive with information on how to join the Annual Meeting.

Will there be a question-and-answer session during the Annual Meeting?

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during or prior to the meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

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irrelevant to the business of the Company or to the business of the Annual Meeting;

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related to material non-public information of the Company, including the status or results of our business since our last Quarterly Report on Form 10-Q;

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related to any pending, threatened or ongoing litigation;

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related to personal grievances;

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derogatory references to individuals or that are otherwise in bad taste;

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substantially repetitious of questions already made by another stockholder;

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in excess of the two question limit;

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in furtherance of the stockholder’s personal or business interests; or

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out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary in their reasonable judgment.

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?”.

How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?


Proposal	Votes required	Effect of Votes Withheld / Abstentions and Broker Non-Votes
Proposal 1: Election of Directors	The plurality of the votes cast. This means that the four nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors.	Votes withheld and broker non-votes will have no effect.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively.	Abstentions will have no effect. We do not expect any broker non-votes on this proposal.

What is a “vote withheld” and an “abstention” and how will votes withheld and abstentions be treated?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of PricewaterhouseCoopers LLP.

What are broker non-votes and do they count for determining a quorum?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors. Broker non-votes count for purposes of determining whether a quorum is present.

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

We plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting.

Proposals To Be Voted On

Proposal 1: Election of Directors

At the Annual Meeting, four (4) Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2025 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.

We currently have ten (10) directors on our Board, including four (4) Class II Directors. Our current Class II Directors are Amy W. Schulman, Klavs F. Jensen, Ph.D., Sapna Srivastava, Ph.D., and Bernard Coulie, M.D., Ph.D. and the Board has nominated all four to stand for election as Class II Directors at the Annual Meeting.

As set forth in our Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose term will expire at the 2024 Annual Meeting of Stockholders and whose subsequent term will expire at the 2027 Annual Meeting of Stockholders; Class II, whose term will expire at the Annual Meeting and whose subsequent term will expire at the 2025 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2023 Annual Meeting of Stockholders and whose subsequent term will expire at the 2026 Annual Meeting of Stockholders. The current Class I Directors are Marc Elia, Pushkal Garg, M.D. and Patrick Vink, M.D.; the current Class II Directors are Amy W. Schulman, Sapna Srivastava, Ph.D., Klavs F. Jensen, Ph.D. and Bernard Coulie, M.D., Ph.D.; and the current Class III Directors are Armon Sharei, Ph.D., Paul Bolno, M.D. and Marc Schegerin, M.D.

Our Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a Class II Director of the person whose name and biography appears below. In the event that any of Ms. Schulman, Dr. Srivastava, Dr. Jensen or Dr. Coulie should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that any of Ms. Schulman, Dr. Srivastava, Dr. Jensen or Dr. Coulie will be unable to serve if elected. Each of Ms. Schulman, Dr. Srivastava, Dr. Jensen and Dr. Coulie has consented to being named in this proxy statement and to serve if elected.

Vote required

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the four nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors.

Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Recommendation of the Board


	The Board unanimously recommends a vote FOR the election of each of the below Class II Director nominees.

Nominees For Class II Director (terms to expire at the 2025 Annual Meeting)

The current members of the Board who are also nominees for election to the Board as Class II Directors are as follows:


Name	Age	Served as a Director Since	Position with SQZ
Bernard Coulie, M.D., Ph.D.	56	2021	Director
Klavs F. Jensen, Ph.D.	69	2013	Director
Sapna Srivastava, Ph.D.	51	2020	Director
Amy W. Schulman	61	2015	Chair and Director

The principal occupations and business experience, for at least the past five years, of each Class II Director nominee for election at the Annual Meeting are as follows:

Bernard Coulie, M.D., Ph.D.

Bernard Coulie, M.D., Ph.D., has served as a member of our Board since July 2021. Dr. Coulie has served as Chief Executive Officer and as a Director for Pliant Therapeutics, Inc., a biopharmaceutical company, since February 2016. Prior to joining Pliant, Dr. Coulie cofounded ActoGeniX N.V., a biopharmaceutical company, and held roles of increasing responsibility there, including as Vice President R&D, Chief Medical Officer, and Chief Executive Officer, from September 2006 until February 2015, when it was acquired by Intrexon Corporation. Prior to cofounding ActoGeniX, Dr. Coulie held various positions with increasing responsibilities in drug discovery and clinical development at Johnson & Johnson Pharmaceutical Research and Development Europe. Dr. Coulie previously served as a director of ActoGeniX from April 2010 until February 2015, Biogazelle N.V. from July 2015 until November 2018, and Myoscience from June 2016 until March 2019. Dr. Coulie is currently serving as a director and Chairman of Calypso BV. Dr. Coulie holds an M.D. and Ph.D. from the University of Leuven, Belgium and an MBA from the Vlerick Management School, Leuven, Belgium. We believe that Dr. Coulie’s experience in the biotechnology industry and executive leadership at various biopharmaceutical companies qualify him to serve on our Board.

Klavs F. Jensen, Ph.D.

Klavs F. Jensen, Ph.D. has served as a member of our Board since March 2013 and was a co-founder of our company. Since 1989, Dr. Jensen has served as Professor of Chemical Engineering and of Materials Science and Engineering at the Massachusetts Institute of Technology. From 2007 to 2015, Dr. Jensen served as Department Head for Chemical Engineering. Dr. Jensen was a member of the Board of Technical University of Denmark from 2009 to 2016. Dr. Jensen holds a Ph.D. in Chemical Engineering from the University of Wisconsin and an M.S. in Chemical Engineering from Technical University of Denmark. He is a member of the U.S. Academies of Engineering and Science. We believe Dr. Jensen’s pioneering academic work, extensive medical and scientific knowledge and industry experience qualify him to serve on our Board.

Sapna Srivastava, Ph.D.

Sapna Srivastava, Ph.D. has served as a member of our Board since October 2020. Dr. Srivastava served as the Interim Chief Financial Officer of eGenesis, Inc. from March 2021 to October 2021. From September 2017 to January 2019, Dr. Srivastava served as the Chief Financial and Strategy Officer at Abide Therapeutics, Inc., a biopharmaceutical company that was acquired by H. Lundbeck A/S in 2019. From April 2015 to December 2016, Dr. Srivastava served as the Chief Financial and Strategy Officer at Intellia Therapeutics, Inc., a genome editing company. Dr. Srivastava currently serves as a director of private company Asclepix Therapeutics, Inc. and multiple public companies, which are Talaris Therapeutics, Inc., Aura Biosciences, Nuvalent Inc, and Social Capital Suvretta Holdings Corp II. She also served as a director of VelosBio Inc. from October 2020 to December 2020. Dr. Srivastava holds a Ph.D. from N.Y.U. University School of Medicine and a B.S. from St. Xavier’s College, University of Bombay. We believe Dr. Srivastava’s broad financial, operational, and transactional experience qualify her to serve on our Board.

Amy W. Schulman

Amy W. Schulman has served as a member of our Board and as our Chair since June 2015. In July 2015, Ms. Schulman co-founded Lyndra Therapeutics, Inc., a pharmaceutical company, served as its Chief Executive Officer until February 2017 and as of September 2019 serves as Executive Chair. In addition, from August 2014 to November 2016, Ms. Schulman served as Chief Executive Officer of Arsia Therapeutics, Inc., a pharmaceutical company, until Arsia was acquired by Eagle Pharmaceuticals, Inc., a pharmaceutical company. Ms. Schulman joined Polaris Partners in August 2014 and became a Managing Partner in 2019. Since July 2014, Ms. Schulman has served as a senior lecturer at Harvard Business School. From January 2019 until January 2021, Ms. Schulman served as a director of Cyclerion Therapeutics, Inc. and currently serves as a director of Alnylam Pharmaceuticals, Inc. and on the Mount Sinai Hospital Board of Trustees. Ms. Schulman holds a J.D. from Yale Law School as well as B.A. degrees in Philosophy and English from Wesleyan University. We believe Ms. Schulman’s extensive industry experience qualifies her to serve on our Board.

Continuing members of the Board:

Class I Directors (terms to expire at the 2024 Annual Meeting)

The current members of the Board who are Class I Directors are as follows:


Name	Age	Served as a Director Since	Position with SQZ
Marc Elia	46	2018	Director
Pushkal Garg, M.D.	54	2018	Director
Patrick V.J.J. Vink, M.D.	58	2021	Director

The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

Marc Elia

Marc Elia has served as a member of our Board since May 2018. In September 2019, Mr. Elia founded M28 Capital, a healthcare sector investment fund. Prior to that, from January 2012 to September 2019, Mr. Elia served as a partner at Bridger Capital, an investment fund. Mr. Elia holds a B.A. in Economics from Carleton College. We believe that Mr. Elia’s broad operational and transactional experience qualify him to serve on our Board.

Pushkal Garg, M.D.

Pushkal Garg, M.D. has served as a member of our Board since August 2018. Dr. Garg currently serves as Chief Medical Officer and Executive Vice President at Alnylam Pharmaceuticals, Inc., a biopharmaceutical company focused on the discovery, development, and commercialization of RNA interference therapeutics. Prior to joining Alnylam in October 2014, he held clinical development leadership roles at Bristol-Myers Squibb Corporation and Millennium Pharmaceuticals. Before joining the biopharmaceutical industry, he was on the faculty at Harvard Medical School and the Brigham and Women’s Hospital in Boston. Dr. Garg holds an M.D. from the University of California, San Francisco, School of Medicine, where he also completed a residency in Internal Medicine, and an A.B. in Biochemistry from the University of California, Berkeley. We believe Dr. Garg’s extensive medical and scientific knowledge and industry experience qualify him to serve on our Board.

Patrick V.J.J. Vink, M.D.

Patrick V.J.J. Vink, M.D. has served as a member of our Board since July 2021. He has significant experience as a senior executive, having worked in the pharmaceutical industry for more than 30 years. Since May 2020, Dr. Vink has served as Chairman at BiognoSys AG, a privately held proteomics company in Switzerland. Since June 2016, Dr. Vink has also served as Chairman of venture capital-backed NMD Pharma, a neurology biopharmaceutical company in Denmark and F2G Ltd, a rare fungal disease UK and Austria based company. In addition, Dr. Vink is a board member at Amryt Pharma PLC, Santhera AG and Spero Therapeutics, Inc. and in 2019 began working with Athyrium as a Senior Advisor. While serving in these capacities, Dr. Vink has been involved in initial public listings and geographic expansions and has contributed to the achievement of significant development and commercial

milestones. Earlier in his career he held several leadership positions across the industry, including Head of Global Biopharmaceuticals for the Sandoz division of the Novartis Group, Vice President International Business for Biogen Inc., and Head of Worldwide Marketing, Cardiovascular and Thrombosis at Sanofi-Synthelabo Ltd. Dr. Vink also served as a member of the Executive Committee of the European Federation of Pharmaceutical Industries and Associations from 2013 to 2015. Dr. Vink graduated as a medical doctor from the University of Leiden, Netherlands in 1988 and obtained his Masters of Business Administration in 1992 at the University of Rochester. We believe Dr. Vink’s broad experience and leadership positions in the industry qualify him to serve on our Board.

Class III Directors (terms to expire at the 2023 Annual Meeting)

The current members of the Board who are Class III Directors are as follows:


Name	Age	Served as a Director Since	Position with SQZ
Paul Bolno, M.D.	48	2020	Director
Marc Schegerin, M.D.	46	2020	Director
Armon Sharei, Ph.D.	35	2013	President, Chief Executive Officer and Director

The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

Paul B. Bolno, M.D.

Paul B. Bolno, M.D., has served on our Board since June 2020. Since December 2013, Dr. Bolno has served as the President and Chief Executive Officer of Wave Life Sciences Ltd., a genetic medicines company, and has served as a director of Wave Life Sciences Ltd. since April 2014. Prior to joining Wave, Dr. Bolno served at GlaxoSmithKline, a pharmaceutical company, from 2009 to 2013 in various roles, including Vice President, Worldwide Business Development—Head of Asia BD and Investments, Head of Global Neuroscience BD, a director of Glaxo Welcome Manufacturing, Pte. Ltd. in Singapore and Vice President, Business Development for the Oncology Business Unit, where he helped establish GlaxoSmithKline’s global oncology business and served as a member of the Oncology Executive Team, Oncology Commercial Board and Cancer Research Executive Team. Prior to GlaxoSmithKline, Dr. Bolno served as Director of Research at Two River LLC, a health care private equity firm, from 2004 to 2009. Dr. Bolno earned a medical degree from MCP-Hahnemann School of Medicine and an M.B.A. from Drexel University. He was a general surgery resident and cardiothoracic surgery postdoctoral research fellow at Drexel University College of Medicine. We believe that Dr. Bolno’s experience in the biotechnology industry and leading a biopharmaceutical company qualify him to serve on our Board.

Marc Schegerin, M.D.

Marc Schegerin, M.D. has served as a member of our Board since October 2020. Since April 2020, Dr. Schegerin has served as the Chief Financial Officer and Chief Operating Officer at Morphic Therapeutic, Inc., a biopharmaceutical company. From April 2018 to January 2020, Dr. Schegerin served as Chief Financial Officer, Treasurer and Head of Strategy & Communications at ArQule, an oncology-focused drug developer, until its acquisition by Merck & Co. in January 2020. Prior to this role, Dr. Schegerin served as a Director at Citigroup, from June 2016 to April 2018. Dr. Schegerin earned his M.D. from Dartmouth Medical School and M.B.A. from the Tuck School of Business at Dartmouth and undergraduate degrees in premedical studies from Harvard University and finance from Tulane University. We believe Dr. Schegerin’s broad operational and transactional experience qualify him to serve on our Board.

Armon Sharei, Ph.D.

Armon Sharei, Ph.D. has served as our Chief Executive Officer since January 2015, a member of our Board since March 2013 and was the lead inventor of our core technology and a founder of our company. Dr. Sharei holds a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology, as well as a B.S. with Honors and Distinction in Chemical Engineering from Stanford University. We believe that Dr. Sharei’s experience in the industry and knowledge of our company qualify him to serve on our Board.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of PricewaterhouseCoopers LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

PricewaterhouseCoopers LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2021. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event that the appointment of PricewaterhouseCoopers LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2023. Even if the appointment of PricewaterhouseCoopers LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of the Company.

Vote Required

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of PricewaterhouseCoopers LLP, we do not expect any broker non-votes in connection with this proposal.

Recommendation of the Board


	The Board unanimously recommends a vote FOR the Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022.

Report of the Audit Committee of the Board

The Audit Committee has reviewed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Marc Schegerin, M.D. (Chair)

Marc Elia

Patrick V.J.J. Vink, M.D.

Independent Registered Public Accounting Firm Fees and Other Matters

The following table summarizes the fees of PricewaterhouseCoopers LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for other services:


Fee Category	2021		2020
Audit Fees	$	930,000	$	2,054,970
Tax Fees		64,079		39,000
All Other Fees		956		—
Total Fees	$	995,035	$	2,093,970

Audit Fees

Audit fees consist of aggregate fees for professional services provided in connection with the annual audit of our consolidated financial statements and the review of our quarterly condensed consolidated financial statements filed with the SEC. Included in the 2021 audit fees is $200,000 of fees billed in connection with our follow-on offering in February 2021, and $100,000 billed in connection with our filing of a shelf registration to offer shares in November 2021. Included in the 2020 audit fees is $944,788 of fees billed in connection with our initial public offering in October 2020.

Tax Fees

Tax fees consist of fees for tax compliance and planning services.

All Other Fees

All other fees consist of annual subscription costs for accounting disclosure services.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage PricewaterhouseCoopers LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by PricewaterhouseCoopers LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. On a periodic basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by PricewaterhouseCoopers LLP without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. All services provided by PricewaterhouseCoopers LLP in 2021 were pre-approved by our Audit Committee.

Executive Officers

The following table identifies our current executive officers:


Name	Age	Position
Armon Sharei, Ph.D. (1)	35	President, Chief Executive Officer and Director
Lawrence Knopf (2)	60	General Counsel
Howard Bernstein, M.D., Ph.D. (3)	65	Chief Scientific Officer
David First (4)	58	Chief People Officer
Micah Zajic (5)	41	Chief Business Officer

(1) Armon Sharei, Ph.D. has served as our Chief Executive Officer since January 2015, a member of our Board since March 2013 and was the lead inventor of our core technology and a founder of our company. Dr. Sharei holds a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology, as well as a B.S. with Honors and Distinction in Chemical Engineering from Stanford University.

(2) Lawrence Knopf has served as our General Counsel since September 2019. Before joining us, from January 2017 to August 2019, Mr. Knopf served as an independent consultant and legal counsel to life science and other business enterprises, on a consulting, project and expert witness basis. Before that, from March 2011 to November 2016, Mr. Knopf served as Senior Vice President and General Counsel at HeartWare International, Inc., a publicly traded medical device company that was acquired by Medtronic in 2016. Mr. Knopf holds a J.D. from the University of Michigan Law School, and a B.S. in accounting and political science from the Wharton School of the University of Pennsylvania.

(3) Howard Bernstein, M.D., Ph.D. has served as our Chief Scientific Officer since June 2015. Prior to joining us, from November 2008 to May 2015, Dr. Bernstein served as the Chief Scientific Officer of Seventh Sense Biosystems, a medical device company. Dr. Bernstein holds an M.D. from Harvard Medical School, a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology and a Bachelor of Engineering from McGill University. He is a member of the National Academy of Engineering and a Fellow of the American Institute of Medical and Biological Engineering.

(4) David First has served as our Chief People Officer since May 2020. Prior to joining us, from September 2018 to May 2020, Mr. First served as the Chief Human Resources Officer of Avedro Inc., a medical technology company that was acquired by Glaukos in 2019. Prior to joining Avedro Inc., Mr. First served as Vice President, Human Resources at Biogen Inc., a global healthcare company. Before that, from June 2015 to November 2017, Mr. First served as Global Head of Human Resources at HeartWare International, Inc., a publicly traded medical device company that was acquired by Medtronic in 2016. Mr. First holds a Master of Arts in Teaching from Union College, and a B.A. in economics from Union College.

(5) Micah Zajic has served as our Chief Business Officer since September 2020. Prior to joining us, from April 2017 to September 2020, Mr. Zajic served as Vice President, Corporate Development at MeiraGTx Limited, a clinical stage gene therapy company. Prior to joining MeiraGTx, from 2014 to April 2017, Mr. Zajic served as Senior Director, Corporate Strategy at Alexion Pharmaceuticals Inc., a global biopharmaceutical company. Mr. Zajic started his career at Morgan Stanley, working in the Global Capital Markets and Investment Banking Division. Mr. Zajic holds a B.A. in Economics from Georgetown University.

Corporate Governance

General

Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics on our website located at www.sqzbiotech.com in the “Investors and Media” section under “Governance,” or by writing to our Secretary at our offices at 200 Arsenal Yards Blvd, Suite 210, Watertown, Massachusetts 02472.

Board Composition

Our Board currently consists of ten members: Paul Bolno, M.D., Bernard Coulie, M.D., Ph.D., Marc Elia, Pushkal Garg, M.D., Klavs F. Jensen, Ph.D., Marc Schegerin, M.D., Amy W. Schulman, Armon Sharei, Ph.D., Sapna Srivastava, Ph.D., and Patrick V.J.J. Vink, M.D. As set forth in our Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of our capital stock entitled to vote in the election of directors.

Director Independence

Our Board has determined that all members of the Board, except Armon Sharei, Ph.D. and Amy W. Schulman, are independent, as that term is defined under the rules of the New York Stock Exchange (“NYSE”). In addition, the Board determined that Eric Moessinger, who served on the Board until June 15, 2021, was independent while he served as a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the association of certain of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers.

Director Candidates

The Nominating and Corporate Governance Committee is primarily responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating and Corporate Governance Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee for candidates for election as a director.

We entered into a Third Amended and Restated Voting Agreement in December 2019 by and among us and certain of our stockholders, which terminated in connection upon the closing of our initial public offering (“IPO”), in November 2020, pursuant to which the following directors were initially designated to serve as members of our Board: Armon Sharei, Ph.D., Amy W. Schulman, Marc Elia, Klavs F. Jensen, Ph.D. and Pushkal Garg, M.D. Bernard Coulie, M.D., Ph.D. and Sapna Srivastava, Ph.D., both Class II Director nominees, were each initially recommended by third-party search firms. Klavs F. Jensen, Ph.D., a Class II Director nominee, was initially

recommended by our Chief Executive Officer, Armon Sharei. Amy W. Schulman, a Class II Director nominee, was initially recommend by one of our stockholders, Polaris Partners.

In evaluating the suitability of individual candidates (both new candidates and current Board members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; relevant social policy concerns, experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Secretary, 200 Arsenal Yards Blvd, Suite 210, Watertown, Massachusetts 02472. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communications from Interested Parties

Anyone who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the Audit, Nominating and Corporate Governance, and Compensation Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to our Secretary at SQZ Biotechnologies Company, 200 Arsenal Yards Blvd, Suite 210, Watertown, Massachusetts 02472 or GeneralCounsel@sqzbiotech.com. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

Board Leadership Structure and Role in Risk Oversight

Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chair of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. With the exception of Dr. Sharei and our Chair of the Board, Ms. Schulman, our Board is currently comprised of independent directors. Our Board believes that separation of the positions of Chair and Chief Executive Officer, coupled with independent leadership on each of our Board committees, reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board as a whole. For these reasons, our Board has concluded that our current leadership structure is appropriate at this time.

However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. If the Chair of the Board is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines provide that the independent directors may appoint a Lead Director. The Lead Director’s responsibilities may include, among others, approving the Board’s meeting schedules

and agendas, and acting as liaison between the independent directors of the Board and the Chief Executive Officer and the Chair of the Board. We currently do not have a lead director.

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee has the responsibility to discuss the Company’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled. In addition, the Audit Committee is responsible for overseeing our major financial and cybersecurity risk exposures, monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance practices. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Research and Development Committee evaluates the direction, opportunities, risks and benefits associated with our current and potential research and development activities. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through committee reports about such risks. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Code of Ethics

We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on our website, www.sqzbiotech.com, in the “Investors and Media” section under “Governance.” In addition, we intend to post on our website all disclosures that are required by law or the rules of the NYSE concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Anti-Hedging Policy

Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees and any entities they control from purchasing financial instruments such as 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 the Company’s equity securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other stockholders.

Attendance by Members of the Board at Meetings

There were 6 meetings of the Board during the fiscal year ended December 31, 2021. During the fiscal year ended December 31, 2021, each incumbent director attended at least 75% of the aggregate of (i) all meetings of the Board and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

Under our Corporate Governance Guidelines, which is available on our website at www.sqzbiotech.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify the Chair of the Board or the Chair of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend. Five of our directors attended our 2021 Annual Meeting of Stockholders.

Executive Sessions

As provided in the Corporate Governance Guidelines, the non-management directors meet, without management directors or management present, on a regularly scheduled basis. The Company holds an executive session including only independent directors at least once per year. Amy W. Schulman, the Chair of the Board, currently presides over the executive sessions of the non-management directors. Marc Schegerin, M.D., the Chair of our Audit Committee, currently presides over executive sessions of independent directors.

Environmental, Social and Governance Practices

As a company, we are committed to supporting human capital, patient advocacy, and other environmental, social and governance initiatives. As provided in our Corporate Governance Guidelines, we are focused on board diversity, including diversity of experience, expertise, background, and perspective, including, but not limited to, with respect to age, gender, race and place of residence. Additionally, our Nominating and Corporate Governance Committee charter was amended in 2021 to grant the Nominating and Corporate Governance Committee responsibility over our corporate social responsibility, and the Compensation Committee charter was amended in 2021 to grant the Compensation Committee responsibility over matters related to human capital management.

We are also focused on diversity among our employees, including diversity of background, experience, perspective, race, age and gender. We have established a flexible work policy which allows employees the ability to work remotely with manager approval. Furthermore, we have an Employee Stock Purchase Plan which provides employees with the opportunity to purchase shares of our Company at a 15% discount to the market price. Additionally, our facilities are certified LEED silver and we encourage our employees to recycle, including recycling programs for certain of our lab supplies.

Our community engagement activities are focused on identifying opportunities to support patients with HPV16+ driven cancers and their families. We believe that partnering with and understanding the lives of patients and their families enhances our ability to develop therapies that may ultimately have a meaningful impact in their lives. Through collaboration with patient advocacy organizations and participation in patient-focused conferences, we aim to broaden our understanding of the needs of patients and their families.

Committees of the Board

Our Board has established four standing committees—Audit, Compensation, Nominating and Corporate Governance, and Research and Development—each of which operates under a written charter that has been approved by our Board.

The members of each of the Board committees and committee Chairs are set forth in the following chart.


Name	Audit	Compensation	Nominating and Corporate Governance	Research and Development
Paul Bolno, M.D.			Chair	X
Bernard Coulie, M.D., Ph.D.		X		X
Marc Elia	X
Pushkal Garg, M.D.		X		Chair
Klavs F. Jensen, Ph.D.			X	X
Marc Schegerin, M.D.	Chair
Sapna Srivastava, Ph.D.			X
Patrick V.J.J. Vink, M.D.	X	Chair

Audit Committee

Our Audit Committee’s responsibilities include:

•

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

•

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•

coordinating the Board’s oversight of our internal control over financial reporting, disclosure controls and procedures and our code of business conduct and ethics;

•

discussing our risk management and risk assessment policies and overseeing management of our financial and cybersecurity risks;

•

establishing policies regarding hiring employees or former employees from the independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

•

meeting independently with our internal auditing staff (or other personnel responsible for the internal audit function) after it has been established, and with the independent registered public accounting firm and management;

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reviewing and approving or ratifying any related person transactions;

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periodically reviewing our investment policy; and

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preparing the audit committee report required by the SEC rules (which is included on page 12 of this proxy statement).

The Audit Committee charter is available on our website at www.sqzbiotech.com. The current members of the Audit Committee are Marc Schegerin, M.D., Marc Elia and Patrick V.J.J. Vink, M.D. Marc Schegerin, M.D. serves as the Chair of the committee. During 2021, Sapna Srivastava, Ph.D. served on our Audit Committee instead of Patrick

V.J.J. Vink. In addition to serving on our Audit Committee, Dr. Srivastava simultaneously served on the audit committees of four other public companies for part of 2021. The Board has determined that her simultaneous service did not impair her ability to serve effectively on our Audit Committee.

All members of our Audit Committee meet the requirements for financial literacy under the applicable listing rules of the NYSE. Our Board has determined that each of the members of our Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the NYSE rules, including those related to Audit Committee membership. Our Board has further determined that each of Marc Schegerin, M.D. and Patrick V.J.J. Vink, M.D. is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable NYSE rules.

The Audit Committee met 6 times in 2021.

Compensation Committee

Our Compensation Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the compensation of our executive officers. In fulfilling its purpose, our Compensation Committee has the following principal duties:

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reviewing and approving, or recommending for approval by the Board, the compensation of our CEO and our other executive officers;

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overseeing and administering our cash and equity incentive plans;

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reviewing and making recommendations to the Board with respect to director compensation;

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reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required;

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working with our Chief Executive Officer to evaluate our succession plans for the Chief Executive Officer and other executive officers;

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preparing the annual compensation committee report, to the extent required by SEC rules; and

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reviewing and discussing with management our strategies and policies related to human capital management and management development.

The Compensation Committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committee’s charter, which is available on our website at www.sqzbiotech.com, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. In 2021, the Compensation Committee engaged Radford, a business unit of Aon plc, a compensation consulting firm (“Radford”), to assist in making decisions regarding the amount and types of compensation to provide our executive officers and non-employee directors. As part of this process, the Compensation Committee reviewed a compensation assessment provided by Radford comparing our compensation to that of a group of peer companies within our industry and met with Radford to discuss our executive and non-employee director compensation and to receive input and advice. Radford reports directly to the Compensation Committee. The Compensation Committee has considered the adviser independence factors required under SEC rules as they relate to Radford and has determined that Radford’s work does not raise a conflict of interest.

The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The Compensation Committee may also delegate to an officer the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans.

The current members of our Compensation Committee are Patrick V.J.J. Vink, M.D., Bernard Coulie, M.D., Ph.D. and Pushkal Garg, M.D. Patrick V.J.J. Vink, M.D. serves as the Chair of the committee. Our Board has determined

that each member of our Compensation Committee is independent under the applicable NYSE rules, including the NYSE rules specific to membership on the compensation committee. Our Board has determined that each member of our Compensation Committee is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee met 2 times in 2021.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee’s responsibilities include:

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identifying individuals qualified to become board members;

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recommending to the Board the persons to be nominated for election as directors and to each board committee;

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developing and recommending to the Board corporate governance guidelines and reviewing and recommending proposed changes to such guidelines;

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overseeing an annual evaluation of the Board; and

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reviewing and discussing with management our strategy and policies concerning corporate social responsibility, including environmental, social and governance matters.

The Nominating and Corporate Governance Committee charter is available on our website at www.sqzbiotech.com. The members of our Nominating and Corporate Governance Committee are Paul Bolno, M.D., Klavs F. Jensen, Ph.D. and Sapna Srivastava, Ph.D. Paul Bolno, M.D. serves as the Chair of the committee. Our Board has determined that each of Paul Bolno, M.D., Klavs F. Jensen, Ph.D. and Sapna Srivastava, Ph.D. is independent under the applicable NYSE rules. The Nominating and Corporate Governance Committee has the authority to consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders.

The Nominating and Corporate Governance Committee met 4 times in 2021.

Research and Development Committee

Our Research and Development Committee’s responsibilities include:

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reviewing, evaluating, and advising the Board on the strategy, direction and effectiveness of our research and development programs;

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evaluating and advising the Board on opportunities, risks and benefits associated with products, programs or technologies that we are considering for research and development efforts; and

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reviewing and advising the Board and management on current and potential research and development activities and on the research and development pipeline and associated risks and risk mitigation plans.

The members of our Research and Development Committee are Pushkal Garg, M.D., Paul Bolno, M.D., Klavs F. Jensen, Ph.D. and Bernard Coulie, M.D., Ph.D. Pushkal Garg, M.D. serves as the Chair of the committee. The Research and Development Committee met 4 times in 2021.

Executive and Director Compensation

This section discusses the material components of the compensation program for our executive officers who are named in the “2021 Summary Compensation Table” below. In 2021, our “named executive officers” and their positions were as follows:

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Armon Sharei, Ph.D., Chief Executive Officer;

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Teri Loxam, Chief Financial Officer;

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Howard Bernstein, M.D., Ph.D., Chief Scientific Officer;

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Oliver Rosen, M.D., Chief Medical Officer;

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Lawrence Knopf, General Counsel.

2021 Summary Compensation Table


					NON-EQUITY
					INCENTIVE
NAME AND PRINCIPAL POSITION	YEAR	SALARY	BONUS	OPTION	PLAN	ALL OTHER	TOTAL
		($)	($)(1)	AWARDS	COMPENSATION	COMPENSATION	($)
				($)(1)	($)(2)	($)(3)
Armon Sharei, Ph.D.	2021	520,200	—	2,139,150	234,090	8,020	2,901,460
Chief Executive Officer	2020	467,313	—	1,631,574	218,251	7,005	2,324,143

Teri Loxam	2021	380,042	—	1,313,447	—	199,537	1,893,027
Chief Financial Officer	2020	400,000	—	139,775	156,800	76,228	772,803

Howard Bernstein, M.D., Ph.D.	2021	391,400	—	799,713	148,732	6,389	1,346,234
Chief Scientific Officer	2020	357,080	—	239,610	148,960	4,564	750,214

Oliver Rosen, M.D.	2021	293,427	—	1,718,727	—	8,700	1,191,248
Chief Medical Officer	2020	400,722	—	502,334	148,019	8,550	1,059,625

Lawrence Knopf	2021	345,100	—	527,657	124,236	8,700	1,005,693
General Counsel	2020	334,583	—	932,400	131,320	8,550	1,406,853

(1) The amounts reflect the full grant date fair value of stock options granted during 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. In the cases of Dr. Rosen and Ms. Loxam who resigned from the Company on September 17, 2021 and November 11, 2021 respectively, we extended the period over which their stock options would continue to vest and be exercisable. For additional information, please see the section titled "Separation Agreements" in this proxy statement. The amount of compensation for Dr. Rosen of $1,718,727 includes the amount of $889,121 which reflects the incremental fair value of the modifications computed in accordance with ASC 718. The amount of compensation for Ms. Loxam of $1,313,447 includes the amount of $480,276 which reflects the incremental fair value of the modifications computed in accordance with ASC 718. We provide information regarding the assumptions used to calculate the value of all option awards made to named executive officers in Note 10 to the consolidated financial statements appearing in our Form 10-K for the year ended December 31, 2021.

(2) Amounts reflect the annual bonus earned by the named executive officers for 2021. For additional information, please see the section titled “2021 Bonuses” in this proxy statement.

(3) The amount represents the Company’s matching contributions to the named executive officer’s 401(k) plan account. In addition, for Ms. Loxam, the amount also includes Company-paid commuting expenses in the amount of $48,176 and $70,428 for 2021 and 2020, respectively.

NARRATIVE TO SUMMARY COMPENSATION TABLE

2021 Salaries

The named executive officers receive a base salary to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Effective January 1, 2021, the Board increased the base salaries for the named executive officers as follows: Dr. Sharei’s base salary was increased from $505,000 to $520,200 per year, Ms. Loxam's base salary was increased from $400,000 to $412,000 per year, Dr. Bernstein's base salary was increased from $380,400 to $391,400 per year, Dr. Rosen’s base salary was increased from $401,700 to $409,800 per year and Mr. Knopf's base salary was increased from $335,000 to $345,100 per year.

2021 Bonuses

We offer our named executive officers the opportunity to earn annual cash bonuses to compensate them for attaining short-term Company goals as approved by our Compensation Committee. For 2021, bonuses were based on (i) clinical and preclinical execution, (ii) strengthening our research & development pipeline, (iii) attaining corporate financial goals related to financial metrics, (iv) enhancing and establishing strategic partnerships and (v) reinforcing our company values and culture. For 2021, Dr. Sharei’s target bonus amount was 50% of his annual salary, Ms. Loxam’s target bonus amount was 40% of her annual salary, Dr. Bernstein’s target bonus amount was 40% of his annual salary, Dr. Rosen’s target bonus amount was 40% of his annual salary and Mr. Knopf’s target bonus amount was 40% of his annual salary. In February 2022, the Compensation Committee evaluated the Company’s and the named executive officers’ performance against the relevant bonus goals and recommended our Board approve amounts earned by our named executive officers, which the Board subsequently approved in the amounts set forth above in the 2021 Summary Compensation Table.

Equity Compensation

We offer stock options to our employees, including our named executive officers, as the long-term incentive component of our compensation program. Our stock options generally allow employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the date of grant, as determined by the Board. Our stock options typically vest as to 25% of the underlying shares on the first anniversary of the vesting commencement date and in 36 equal monthly installments over the following three years, subject to the holder’s continued employment with us. From time to time, our Board may also construct alternate vesting schedules as it determines are appropriate to motivate particular employees. Historically, our stock options have been intended to qualify as “incentive stock options” to the extent permitted under the Internal Revenue Code.

The following table sets forth the stock options granted to our named executive officers in 2021.


NAMED EXECUTIVE OFFICER	2021 STOCK OPTIONS GRANTED
Armon Sharei, Ph.D.		195,000
Teri Loxam		75,950
Howard Bernstein, M.D., Ph.D.		72,900
Oliver Rosen, M.D.		75,625
Lawrence Knopf		48,100

Other Elements of Compensation

Retirement Plan

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Under this plan, we match 50% of the participants’ contributions up to 6% of eligible compensation. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Health and Welfare Plans

During their employment, our named executive officers are eligible to participate in our employee benefit plans and programs, including medical and dental benefits, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans.

Outstanding Equity Awards at 2021 Fiscal Year-End

NUMBER OF

VESTING

SECURITIES

OPTION

COMMENCEMENT

UNDERLYING

EXERCISE

EXPIRATION

NAME

DATE

UNEXERCISED

PRICE ($)

DATE

OPTIONS (#)

EXERCISABLE

SEC Form DEF 14A filed by SQZ Biotechnologies Company