CMPI Checkmate Pharmaceuticals Inc

has served as a member of our board of directors since December 2021. Dr. Yan is Chief Medical Officer at KeyMed Biosciences Inc. (“KeyMed Biosciences”), where she has worked since January 2022. Prior to KeyMed Biosciences, Dr. Yan was Chief Medical Officer at Ambrx Biopharma Inc. (“Ambrx”) from October 2020 until January 2022. Prior to Ambrx, she was Senior Clinical Lead, Team Leader, Immuno-Oncology at Bristol-Myers from April 2017 until October 2020, where she led the successful development of immuno-oncology assets (nivolumab and ipilimumab) from strategic planning through global submissions and approvals, including Bristol-Myers’ first FDA pilot programs (RTOR, Project ORBIS, AAid). Previously, she served as Director of Oncology Clinical Research at Janssen Pharmaceutical (“Janssen”), where she led daratumumab and anti-IL3R programs, from September 2016 to April 2017. Before Janssen, she served as Director of Clinical Development at Bayer AG where she led Phase 1, 2, 3 studies evaluating different NMEs/MOAs TKIs across many tumor types from October 2014 to September 2016. Dr. Yan currently serves on the board of directors of Moleculin Biotech, Inc. Dr. Yan completed her Ph.D. in biochemistry and molecular biology at Johns Hopkins University. She received her M.D. from China Medical University and did her residency and clinical fellowship at University of Washington. We believe that Dr. Yan is qualified to serve on our board of directors due to her management experience, extensive experience in pharmaceutical development and her service as a director of other publicly traded companies.

 has served as a member of our board of directors since August 2019. Mr. Colabuono is Principal at Decheng Capital (“Decheng”), where he has worked since October 2016. Before joining Decheng, Mr. Colabuono previously held several operational roles, including Associate at Frazier Healthcare Ventures from January 2008 until August 2011, where he led the investment and company formation for Silvergate Pharmaceuticals, Inc., a pediatric rare disease company that has launched four internally developed and proprietary products, where he held operational roles from September 2011 until June 2014. He previously served as an analyst in the Morgan Stanley Investment Banking group from 2006 until 2008 and an analyst in the Cowen Healthcare Investment Banking group from 2005 until 2006. He also held positions at Aquilo Partners, an advisory firm, and Ironwood Pharmaceuticals, Inc., a commercial biotech company, during 2014 until 2016. Mr. Colabuono currently serves as President & CEO for and sits on the board of directors of Ariagen, Inc. Mr. Colabuono holds a B.A. in molecular biology and biochemistry from Dartmouth College. We believe that Mr. Colabuono is qualified to serve on our board of directors due to his experience in the areas of finance, investment, financial transactions, operations and drug development.

has served as a member of our board of directors since June 2020. Dr. Isacoff is currently Chief Development Officer at Curalta Health, LLC (“Curalta Health”). Prior to joining Curalta Health, he was a Principal at Longitude Capital (“Longitude”) where he worked from May 2015 until August 2021. Prior to Longitude, Dr. Isacoff was a Senior Associate on the Healthcare Team at TPG Special Situation Partners, starting in August 2014. Dr. Isacoff completed his internship at Massachusetts General Hospital and maintains an active medical license. He was actively involved with Longitude’s investments in Cydan Development, Inc., Poseida Therapeutics, Inc. (PSTX) and Tricida, Inc. (TCDA). He previously served as a board observer at Inozyme Pharma, Inc. (INZY), KaNDy Therapeutics Ltd. (acquired by Bayer AG) and Zavante Therapeutics, Inc. (acquired by Nabriva Therapeutics plc). Dr. Isacoff holds an M.D. and an M.B.E. from the Perelman School of Medicine, an M.B.A. from the Wharton School, and a B.A. in Political Science and B.S. in Economics from the University of Pennsylvania. We believe that Dr. Isacoff is qualified to serve on our board of directors due to his extensive educational history and experience in the venture capital industry.

has served as a member of our board of directors since March 2019. Dr. Flaherty is the Director of Clinical Research at Massachusetts General Hospital Cancer Center, where he has worked since July 2009. Dr. Flaherty is also a Professor of Medicine at Harvard Medical School, where he has taught since 2009. He Loxo Oncology, Inc. in 2012 and served on the board of directors until its acquisition by Eli Lilly and Company. Dr. Flaherty currently sits on the board of directors of Clovis Oncology, Inc., Strata Oncology, Inc., Kinnate Biopharma, Inc. (KNTE), and Scorpion Therapeutics, Inc.. He trained in internal medicine at Brigham and Women’s Hospital, and in medical oncology at the University of Pennsylvania, earning board certifications in these specialties. Dr. Flaherty holds a B.S. in neurobiology from Yale University and an M.D. from The Johns Hopkins School of Medicine. We believe that Dr. Flaherty is qualified to serve on our board of directors due to his scientific background and experience as a clinician in the field of oncology.

has served as a member of our board of directors since June 2019 and has served as our Interim Chief Executive Officer and President from October 2021 through February 2022. Mr. Fuhrman is an experienced financial operations leader with a focus on guiding the growth of innovative pharmaceutical and biotechnology companies. Mr. Fuhrman is a member of the board of directors and chair of the audit committee for SpringWorks Therapeutics (SWTX) and a member of the board of directors and chair of the audit committee for Esperion Therapeutics. He also served on the board of directors, as chair of the audit committee and as a member of the compensation committee for Loxo Oncology, Inc. until its sale to Eli Lilly and Company in February 2019. From December 2017 until June 2020, he served as Chief Financial Officer of Amplyx Pharmaceuticals, Inc. (“Amplyx”), a clinical stage infectious disease company. Prior to joining Amplyx, he served as Chief Financial Officer of Mirna Therapeutics Inc. (“Mirna”), a publicly-traded, clinical-stage microRNA company that merged with Synlogic in August 2017. Prior to his role at Mirna, Mr. Fuhrman was Chief Financial Officer of Ambit Biosciences Corp., where he helped lead the company through its initial public offering and oversaw financial, investor and administrative operations until its sale to Daiichi Sankyo in 2014. He has also served as the Chief Financial Officer at CMR Naviscan Corp., a privately held medical imaging company, and Sonus Pharmaceuticals, Inc., a publicly-traded oncology-focused biotechnology company. Earlier in his career, Mr. Fuhrman practiced as a certified public accountant with Coopers & Lybrand. Mr. Fuhrman holds a B.S. in both Business Administration and Agricultural Economics from Montana State University. We believe that Mr. Fuhrman is qualified to serve on our board of directors due to his service on the board of a public biotechnology company, his management experience, his financial expertise and his experience with public company accounting.

has served as a member of our board of directors since February 2022. Dr. Wigginton currently serves as Senior Advisor and Chairman of the scientific advisory board at Cullinan Oncology, Inc. (CGEM) (“Cullinan”). Previously, Dr. Wigginton served as Cullinan’s Chief Medical Officer from April 2020 until May 2021. Dr. Wigginton also served as an Advisor at MPM Capital, a healthcare investment firm from April 2020 until May 2021. Prior to that, Dr. Wigginton was the Chief Medical Officer of MacroGenics, Inc., a biopharmaceutical company, from August 2013 through March 2020, where he led the company’s evolution of a fully-integrated, clinical-stage cancer immunotherapy organization. Prior to this, he served as the Therapeutic Area Head, Immuno-Oncology, Early Clinical Research and Executive Director, Discovery Medicine-Clinical Oncology at Bristol-Myers from October 2008 to August 2013. While there, he led the early clinical development of the Bristol-Myers’ Immuno-Oncology portfolio others. Prior to joining Bristol-Myers, Dr. Wigginton was the Director of Clinical Oncology at Merck Research Laboratories Inc. from May 2006 to October 2008, where he led early- and late-stage clinical development teams for small molecules and biologics. During his academic career, Dr. Wigginton served in the Center for Cancer Research, the intramural division of the National Cancer Institute, from July 1992 through May 2007, where he was Head of the Investigational Biologics led an integrated basic, translational and clinical research program focused on combination immunotherapy for cancer, with an emphasis on cytokine-based combinations. Dr. Wigginton currently serves on the board of directors of Sutro Biopharma, Inc. He holds a B.S. in Biology and an M.D. from the University of Michigan. We believe that Dr. Wigginton is qualified to serve on our board of directors due to his management experience, extensive experience in pharmaceutical development and his service as a director of other publicly traded companies.

has served as our Chief Financial Officer since January 2021. Before joining us, Mr. Dolski served as Vice President, Finance, for Akcea Therapeutics, Inc., a biopharmaceutical company. From June 2016 to May 2019, Mr. Dolski was Vice President, Head of Financial Planning and Analysis at Moderna, Inc. (MRNA), a pharmaceutical company, and from December 2013 to June 2016, Mr. Dolski was Senior Director, Finance at Forum Pharmaceuticals Inc. In addition, from January 2013 to November 2013, Mr. Dolski was an independent finance consultant to multiple healthcare, companies, and from April 2007 to December 2012, Mr. Dolski was with Human Genome Sciences Inc., serving in various leadership roles, including as Vice President, Finance and Treasury. From June 2000 to April 2007, Mr. Dolski was with Amgen, Inc. where he began his career in the biotechnology industry. Mr. Dolski holds a dual bachelor’s degrees in engineering and in economics from the University of Pennsylvania and an MBA from the University of Pennsylvania’s Wharton School of Business.

has served as our Chief Medical Officer since October 2019. Before joining us, Dr. Wooldridge was the Chief Medical Officer of Aeglea BioTherapeutics, Inc., a company focused on producing engineered human enzymes for cancer and rare genetic diseases, from July 2017 to October 2019, where he oversaw development programs in oncology and rare genetic diseases, including pegzilarginase. Previously, Dr. Wooldridge spent almost 11 years in cancer research at Eli Lilly and Company, where he led Oncology US Medical Affairs and more recently served as the Chief Scientific Officer for Immuno-oncology Clinical Development. Dr. Wooldridge holds an A.B. in chemistry and philosophy from William Jewell College and an M.D. from Tulane University School of Medicine, and completed post-graduate training in internal medicine and medical oncology at the University of Iowa Hospitals and Clinics.

Dr. Powell is the current chairperson of the board of directors. We believe that separating the positions of Chief Executive Officer and chairperson of the board of directors allows our Chief Executive Officer to focus on our business, while allowing a chairperson of the board of directors to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairperson, particularly as the board of directors’ oversight responsibilities continue to grow. While our bylaws and corporate governance guidelines do not require that our chairperson and Chief Executive Officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent to every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction, and intellectual property. Management is responsible for the management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule under the Exchange Act and that compensation committee members satisfy independence criteria set forth in Rule under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed 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. In order to be considered independent for purposes of Rule 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, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule under the Exchange Act requires that a company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to such 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: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our board of directors has determined that all members of the board of directors, except Alan Bash, are independent directors, including for purposes of the rules of Nasdaq and the SEC. In making such independence determination, our board of directors considered the relationships that each director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director. In considering the independence of the directors listed above, our board of directors considered the association 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. Mr. Bash is not an independent director under these rules because he is an executive officer of the Company.

Our board of directors has established an audit committee, a compensation committee, a nominating and corporate governance committee, and a research and development committee. Each of the audit committee, compensation committee, and nominating and corporate governance committee operates under a charter that satisfies the applicable standards of the SEC and Nasdaq. A current copy of the charter for each of the audit committee, compensation committee, nominating and corporate governance committee, and research and development committee is posted on the corporate governance section of our website, .

All audit and services, other than services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.

We are committed to the highest standards of integrity and ethics in the way we conduct our business. We have adopted 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. A current copy of the code is posted on the corporate governance section of our website, which is located at .

Our board of directors and compensation committee review compensation annually for our chief executive officer and his direct reports. In setting executive base salaries and bonuses, and granting equity incentive awards, board of directors or compensation committee considers compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We target a generally competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus or long-term incentives.

Effective as of October 27, 2021, we entered into a separation agreement (the “Separation Agreement”) with Mr. Labinger in connection with his departure from the Company in his role as President and Chief Executive Officer and his resignation from the board of directors. Pursuant to the Separation Agreement, Mr. Labinger is entitled to receive (i) an amount equal to 12 months of his base salary and (ii) medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated executives until the earliest of: (x) the first anniversary of the date of termination; (y) Mr. Labinger’s eligibility for group medical plan benefits under any other employer’s group medical plan or otherwise through other employment; or (z) the cessation of Mr. Labinger’s continuation coverage rights under COBRA. The amounts payable in the preceding sentence are to be paid out in equal installments over a 12 month period. In addition, the Separation Agreement provides that all of Mr. Labinger’s unvested time-based equity awards that would have vested on or before January 27, 2022 shall accelerate and become vested as of the date of Mr. Labinger’s termination and that the Company shall extend the exercise period of Mr. Labinger’s vested stock options from ninety days from the date of Mr. Labinger’s termination to July 27, 2022. The Separation Agreement also contains a reaffirmation of Mr. Labinger’s confidentiality and obligations to the Company and a general release of claims by Mr. Labinger.

Dr. Wooldridge’s employment has no specified term and can be terminated at will by either party. In the event of his termination by us without cause or by Dr. Wooldridge for good reason (as such terms are defined in the Wooldridge Employment Agreement), Dr. Wooldridge shall be entitled to (i) a lump sum payment equal to nine months of his then-current base salary, less any applicable withholding and (ii) continuation of medical insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of up to nine months at no cost to Dr. Wooldridge, unless he becomes eligible for group health benefits pursuant to subsequent employment prior to the end of such nine-month period. However, in the event of a termination by us without cause or by Dr. Wooldridge for good reason, in either case, within 12 months following a change in control (as defined in the Wooldridge Employment Agreement), then in lieu of the foregoing severance, Dr. Wooldridge will be entitled to receive a lump sum payment equal to 12 months of base salary, his then target bonus, full acceleration of any time-based equity awards granted in connection with, or following our initial public offering, and, subject to Dr. Wooldridge’s timely election under COBRA and Dr. Wooldridge’s copayment of premiums at the applicable active employee rate, payment of the employer portion of health insurance premiums for up to 12 months, unless he becomes eligible for group health benefits pursuant to subsequent employment prior to the end of The foregoing severance benefits are conditioned upon Dr. Wooldridge’s execution of a separation agreement, including a release of claims and compliance with certain restrictive covenants.

Mr. Dolski’s employment has no specified term and can be terminated at will by either party. In the event of his termination by us without cause or by Mr. Dolski for good reason (as such terms are defined in the Dolski Employment Agreement), Mr. Dolski shall be entitled to (i) a lump sum payment equal to nine months of his then-current base salary, less any applicable withholding and (ii) continuation of medical insurance pursuant to COBRA for a period of up to nine months at no cost to Mr. Dolski, unless he becomes eligible for group health benefits pursuant to subsequent employment prior to the end of such nine-month period. However, in the event of a termination by us without cause or by Mr. Dolski for good reason, in either case, within 12 months following a change in control (as defined in the Dolski Employment Agreement), then in lieu of the foregoing severance, Mr. Dolski will be entitled to receive a lump sum payment equal to 12 months of base salary, his then target bonus, full acceleration of any time-based equity awards granted in connection with, or following our initial public offering, and, subject to Mr. Dolski’s timely election under COBRA and Mr. Dolski’s copayment of premiums at the applicable active employee rate, payment of the employer portion of health insurance premiums for up to 12 months, unless he becomes eligible for group health benefits pursuant to subsequent employment prior to the end of The foregoing severance benefits are conditioned upon Mr. Dolski’s execution of a separation agreement, including a release of claims and compliance with certain restrictive covenants.

We maintain a retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a basis. Plan participants are able to defer eligible compensation subject to applicable annual Code limits. Employees’ or Roth contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. We make safe-harbor match contributions of 100% of the first 4% of each participant’s eligible compensation. Our 401(k) plan is intended to be qualified under Section 401(a) of the Code with our 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a retirement plan, contributions to our 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from our 401(k) plan.

. All of our full-time employees, including our executive officers are eligible to participate in certain medical, disability and life insurance benefit programs offered by us. We pay the premiums for term life insurance and long-term disability for all of our employees, including our executive officers. We also provide all employees, including executive officers, with a flexible spending account plan and paid time off benefits including, vacation, sick time and holidays. We do not sponsor any qualified or defined benefit plans for any of our employees or executives.

Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with a qualifying termination and/or a change in control of our company. Each of our named executive officers’ employment agreements entitles them to certain benefits, upon a qualifying termination or in connection with a change in control of our company. For additional discussion, please see “Employment and separation arrangements with our named executive officers.”

The following table presents the total compensation for each person who served as a member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2021. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or awards to, or pay any other compensation to any of the members of our board of directors in 2021. We reimburse members of our board of directors for reasonable travel expenses. Mr. Labinger, our former Chief Executive Officer and President, did not receive any compensation for his service as a member of our board of directors in 2021. Mr. Labinger’s compensation for service as an employee for fiscal years 2021 and 2020 is presented in “Executive Compensation—2021 Summary Compensation Table.” Mr. Fuhrman, our former Interim Chief Executive Officer and President, received compensation for his service as a member of our board of directors in 2021 prior to becoming Interim Chief Executive Officer. Mr. Fuhrman’s compensation as a

member of our board of directors, as well as his compensation earned for serving as our Interim Chief Executive Officer and President, is presented in “Executive Compensation—2021 Summary Compensation Table.”

In connection with our initial public offering, we adopted a formal director compensation policy (as amended, the “director compensation policy”). Under our director compensation policy, we pay our directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairperson of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

These limitations of liability do not limit or eliminate our rights or any stockholder’s rights to such as injunctive relief or rescission. These provisions will not alter a director’s liability under other laws, such as the federal securities laws or other state or federal laws. Our amended and restated certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.