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            Stockholders of Record: Shares Registered in Your Name.    If on March 12, 2018, your shares were registered directly in your name with GTx's transfer agent, Computershare Investor Services, or Computershare, then you are considered the holder of record with respect to those shares. As the holder of record, you: You may vote in person at www.proxypush.com/ONCT, 24 hours a day, seven days a week. Use the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosedcontrol number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form that is sent to you.

By Telephone: You may vote using a touch-tone telephone by calling 866-586-3107, 24 hours a day, seven days a week. Use the account number shown on your Notice of Internet Availability of Proxy Materials, proxy over the telephonecard or on the Internet as instructed below,voting instructions form that is sent to ensure your vote is counted.you.

            Beneficial Owner: Shares RegisteredDuring the Annual Meeting: You may still participate in the Name of a Broker, Bank or Other Holder of Record.    If on March 12, 2018, your shares were not registered in your name with Computershare then you are the beneficial owner of those shares held in "street name." Your shares may be held in a stock brokerage account or by a bank or other holder of record,meeting and these proxy materials are being forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares, and you will receive instructions from your broker, bank or other holder of record that must be followed in order for your broker, bank or other holder of record to vote your shares per your instructions. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person atduring the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other holder of record giving you the right to vote such shares in person at the Annual Meeting.

How do I vote?

            You may either vote "FOR" each nominee to the Board of Directors or you may withhold your vote for any nominee that you specify. With respect to Proposal No. 2, you may vote "FOR" or "AGAINST", or abstain from voting.

            Stockholder of Record: Shares Registered in Your Name.    If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone, or vote by proxy on the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already previously voted by proxy, however you must register by no later than 5:00 p.m. Eastern Time, on June 19, 2024, in which event your proxyorder to do so. Instructions on how to register for and vote during the meeting will be disregarded.delivered to you in a subsequent email following your registration.

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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.



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To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the postage paid envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.



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To submit a proxy over the telephone, dial toll-free 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada using a touch-tone phone and follow the instructions provided by the recorded message. Your vote must be received by 1:00 a.m. Central Daylight Time on May 8, 2018 to be counted.



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To submit a proxy on the Internet, go to www.envisionreports.com/GTXI to complete an electronic proxy card and follow the steps outlined on the secured website. Your vote must be received by 1:00 a.m. Central Daylight Time on May 8, 2018 to be counted.

Beneficial Owner:Owners: Shares Registered in the Namename of a Broker Bank or Other Holder of Record.Banks

If you are a beneficial owner of shares registered in the name of your broker, bank or other holder of record,agent, you should have received the Notice of Internet Availability of Proxy Materials or, if you have requested physical copies, a proxy card and voting instructions with these proxy materials from your broker, bank or other holder of recordthat organization rather than directly from GTx.us. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, youYou may be eligible to vote by proxyyour shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone or on

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the Internet as instructed byvoting. If your broker, bank or other holder of record. brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

To vote in person atduring the Annual Meeting, you must request and obtain a valid proxy from your broker, bank or other holder of record giving you the right to vote such shares in person at the Annual Meeting.agent. Follow the instructions from your broker bank or other holder of recordbank included with these proxy materials or contact themyour broker or bank to request a proxy form.

How many votes do I have?participate in the Annual Meeting online is provided below:

 On each matter to be voted upon,

To participate in the Annual Meeting, you have onewill need the control number included in your Notice and Access Card, your proxy card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should register using your control number or otherwise vote for each share of common stock you own as of March 12, 2018.through the bank or broker.

What if during the check-in time or during the Annual Meeting I return a proxy card but do not make specific choices?have technical difficulties or trouble accessing the virtual meeting website?

            Stockholder of Record: Shares Registered in Your Name.We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you are a stockholder of record and you do not specify your vote on each proposal individually when submitting a proxy viaencounter any difficulties accessing the internetvirtual meeting website during the check-in or by telephone, or if you sign and return a proxy card without giving specific voting instructions, then your sharesmeeting time, please call the technical support number that will be voted as follows:

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"FOR" the election of both of the nominees named herein to serveposted on the Board of Directors; and



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"FOR" the ratification of the appointment of Ernst & Young LLP as GTx's independent registered public accounting firm for the fiscal year ending December 31, 2018.

            Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting.

How many sharesProposal 3: Approval of the Compensation of the Named Executive Officers. The approval of the compensation of the named executive officers must be present to constitute a quorum forreceive “For” votes from the Annual Meeting?

Feldan Therapeutics. Dr. Wills age 64, joined GTxalso served as Executive Chairman of the Board of Directors and as the Chairman of the Board's Scientific and Development Committee onCymaBay Therapeutics prior to its acquisition by Gilead Sciences, Inc. in March 2, 2015.2024. Prior to joining GTx,these roles, Dr. Wills served asspent over 25 years at Johnson & Johnson. Most recently he was Vice President, Alliance Manager forManagement, Janssen Pharmaceutical Companies of Johnson & Johnson, or J&J, and was responsible for managing strategic alliances for J&J's Pharmaceutical Group worldwide since 2002. Prior to this, Dr. Wills spent 22 years in pharmaceutical drug development, 12 of which were at J&J and 10 of which were at Hoffmann-La Roche Inc. Before assuming his alliance management role at J&J, Dr. WillsJohnson. He also served as Senior Vice President Global Development, at J&J where he was responsible for its late stage developmentthe R&D pipeline and was a member of the R&D Board of Directors. In addition, he served on several internalof the commercial Operating Company Boards and research and development operating boards.key pharmaceutical group decision-making committees. Dr. Wills has served on the boardbegan his career at Hoffmann-LaRoche where he spent

10 years in several roles of directors of Cymabay Therapeutics Inc. (Nasdaq: CBAY) since April 2015, and served as the chairman of its board since October 2015. Dr. Willsscientific responsibility. He holds a B.S. in Biochemistry, and aan M.S. in Pharmaceutics from the University of Wisconsin and a Ph.D. in Pharmaceutics from the University of Texas. The BoardDr. Wills’ extensive experience in the life science and pharmaceutical industries and experience as our executive prior to the Merger contributed to our board of Directors has determineddirectors’ conclusion that Dr. Willshe should serve as a memberdirector.

Continuing Members of ourthe Board of Directors because he brings

Class I Directors continuing in Office until the 2026 Annual Meeting of Stockholders

Daniel L. Kisner, M.D. joined our board of directors in June 2019. Dr. Kisner currently serves as an independent consultant in the life science industry. He was a partner at Aberdare Ventures from 2003 to our Board2011. Dr. Kisner served as Chairman of Directorsthe board of directors of Caliper Life Sciences from 2002 to 2008, and GTx's management teamas President and CEO of its predecessor company, Caliper Technologies, from 1999 to 2002. He held positions of increasing responsibility at Isis Pharmaceuticals, Inc., from 1991 to 1999, most recently as President and COO. Dr. Kisner previously served in excess of 35 years of pharmaceutical industry experience and leadership, including extensive experience in clinical research and development executive positions at Abbott Laboratories from 1988 to 1991 and initiating and managing strategic partnerships and alliances.

The Boardat SmithKline Beckman Laboratories from 1985 to 1988. He held a tenured faculty position in the Division of Directors unanimously recommends a vote in favor of both of our nominees for Class II Director.

ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
AND CERTAIN CORPORATE GOVERNANCE MATTERS

Continuing Directors

            In addition to the two Class II director nominees, GTx has five other persons serving as directors and who will continue in office after the Annual Meeting with terms expiring in 2019 and 2020. There are currently two directors serving in Class III whose term expiresMedical Oncology at the 2019 annual meetingUniversity of stockholders, and three directors in Class I whose termTexas, San Antonio School of office expires atMedicine until 1985 after a five-year advancement through the 2020 annual meeting of stockholders. The following includes a brief biography of each director composing the remainderCancer Treatment Evaluation Program of the Board with terms expiringNational Cancer Institute. Dr. Kisner is board certified in internal medicine and medical oncology. Dr. Kisner holds a B.A. from Rutgers University and an M.D. from Georgetown University. Dr. Kisner currently serves as shown, with each biographya director at Dynavax Technologies Corporation and has extensive prior private and public company board experience, including information regardingserving on the experiences, qualifications, attributes or skillsboards of directors of Histogen, Inc. and Zynerba Pharmaceuticals, Inc. and as Chairman of the board of directors at Tekmira Pharmaceuticals. Dr. Kisner’s extensive leadership experience in the biotechnology and biopharmaceutical industries and as a venture capital investor contributed to our board of directors’ conclusion that caused the Nominating and Corporate Governance Committee and the Board to determine that the applicable directorhe should serve as a director.

William R. LaRue joined our board of directors following the Merger in June 2019 and previously served on the board of directors of Private Oncternal from December 2017. He served as Senior Vice President and Chief Financial Officer at Cadence Pharmaceuticals, Inc., a biopharmaceutical company, starting in June 2006, and expanded his role to serve as Assistant Secretary at Cadence in April 2007, serving in both capacities until the company’s acquisition by Mallinckrodt plc in March 2014. At Cadence, Mr. LaRue was a member of our Boardthe Executive Committee with direct responsibility for the company’s financial leadership including corporate financing, investor relations, financial planning and reporting, SEC reporting, accounting, treasury, risk management, tax and information technology. During his tenure, Cadence raised over $375 million in public and private equity and senior debt, including an IPO in October 2006 as the company transitioned from a development stage to a commercial stage company. Prior to joining Cadence, Mr. LaRue served as the Senior Vice President and Chief Financial Officer of Directors.

Class III Directors Continuing in Office Until the 2019 Annual Meeting

Michael G. Carter, M.D., Ch.B., F.R.C.P.

            Dr. Carter, age 80, was appointed asCancerVax Corporation, a directorbiotechnology company, from 2001 until its merger with Micromet, Inc. in May 2006 and2006. Mr. LaRue currently serves as Chair of the Compensation Committee and as a member of boththe board of directors and chairperson of the Audit Committee of TRACON Pharmaceuticals, Inc., a clinical stage biotechnology company. He previously served on the boards of directors of Alastin Skincare, Inc., Applied Proteomics, Inc., Conatus Pharmaceuticals, Inc., Neurelis Inc., and Cadence Pharmaceuticals, Inc. Mr. LaRue received a B.S. in business administration and an M.B.A. from the University of Southern California. Mr. LaRue’s extensive financial experience and leadership in both private and public companies contributed to our board of directors’ conclusion that he should serve as a director.

Rosemary Mazanet, M.D., Ph.D. joined our board of directors in January 2021. Dr. Mazanet has served as Chief Medical Officer of viTToria Biotherapeutics, Inc. since November 2023 and serves on the board of directors of Columbia Care, Inc., where she previously served as Chief Scientific Officer from September 2017 until September 2023. In addition, she serves as Strategic Advisor to many companies and funds through her consultancy business, R Mazanet LLC, which she has managed as President since May 2004. Dr. Mazanet also has experience in public equity markets as the Managing Partner at Apelles Investment, LLC from 2007 to 2014, and as the Head of Research at Oracle Partners LP from 1998 to 2004. Prior to her public equity work, Dr. Mazanet worked at Amgen, Inc., where she led Clinical Development teams that conducted successful development programs leading to product approvals. Dr. Mazanet served as a director of GTx, Inc. from January 2002 to June 2010, prior to the Merger in June 2019. Dr. Mazanet served as a Trustee at the University of Pennsylvania Health System from July 2002 until October 2021 and Emeritus Trustee since October 2021. She has also served as the Chair, Executive Advisory Board for the Wharton Leonard Davis Institute since December 2020. Dr. Mazanet holds a B.A. in biology from the University of Virginia, and an M.D. and Ph.D. from the University of Pennsylvania. Dr. Mazanet trained as an internist and oncologist in the Harvard Hospitals. Dr. Mazanet’s extensive experience in the life science and pharmaceutical industries contributed to our board of directors’ conclusion that she should serve as a director.

Charles P. Theuer, M.D., Ph.D. joined our board of directors following the Merger in June 2019 and previously served on the board of directors of Private Oncternal from March 2018. He has been President, Chief Executive Officer and a member of the board of TRACON Pharmaceuticals, Inc. since July 2006. From 2004 to 2006, Dr. Theuer was the Chief Medical Officer at TargeGen, Inc., a biotechnology company. Prior to joining TargeGen, Inc., Dr. Theuer was Director of Clinical Oncology at Pfizer, Inc., a pharmaceutical corporation, from 2003 to 2004. Dr. Theuer has also held senior positions at IDEC Pharmaceuticals Corp. from 2002 to 2003 and at the National Cancer Institute from 1991 to 1993. In addition, he has held academic positions at the University of California, Irvine, where he was Assistant Professor in the Division of Surgical Oncology and Department of Medicine. Dr. Theuer currently serves as a director at 4D Molecular Therapeutics, a position he has held since January 2016. Dr. Theuer received a B.S. from the Massachusetts Institute of Technology, an M.D. from the University of California, San Francisco, and a Ph.D. from the

University of California, Irvine. He completed a general surgery residency program at Harbor-UCLA Medical Center and was board certified in general surgery in 1997. Dr. Theuer’s extensive clinical development experience and service as a director or officer of healthcare companies contributed to our board of directors’ conclusion that he should serve as a director.

Class III Directors continuing in Office until the 2025 Annual Meeting of Stockholders

James B. Breitmeyer, M.D., Ph.D. joined our board of directors and has served as our President and Chief Executive Officer following the Merger in June 2019 and previously served on the board of directors of Private Oncternal and as President and Chief Executive Officer of Private Oncternal from September 2015. Dr. Breitmeyer is a veteran biotech executive with experience successfully starting and growing biotechnology organizations. He has been responsible for both the development and implementation of both operational and drug development strategies, as well as supervising and managing both large organizations and emerging biotechnology companies. Dr. Breitmeyer served as President of Bavarian Nordic, Inc. and Executive Vice President of Bavarian Nordic A/S, a multinational corporation headquartered in Denmark, from February 2013 to July 2015 where he oversaw business operations and development strategy both for Bavarian Nordic, Inc. and Bavarian Nordic A/S. He served as a director of Zogenix, Inc., then a public pharmaceutical company, from March 2014 until it was acquired by UCB S.A. in March 2022 and was acting Chief Medical Officer of Zogenix from August 2012 to February 2013 where he was responsible for clinical development and regulatory strategy. He previously served as the Executive Vice President of Development and Chief Medical Officer of Cadence Pharmaceuticals Inc., a public pharmaceutical company, from August 2006 to August 2012, and the ScientificChief Medical Officer of Applied Molecular Evolution Inc., a wholly owned subsidiary of Eli Lilly and Co., a global pharmaceutical company, from December 2001 to August 2006. Dr. Breitmeyer was also the founder, President and Chief Executive Officer of the Harvard Clinical Research Institute, and Chief Medical Officer and Head of Research & Development Committee.for North America at Serono Laboratories Inc., an international biopharmaceutical company. Dr. Breitmeyer served as a founding collaborator and scientific advisor to Immunogen Inc., a biotechnology company, and held clinical and teaching positions at the Dana Farber Cancer Institute and Harvard Medical School. Dr. Breitmeyer previously served as a director of Otonomy, Inc. Dr. Breitmeyer earned his B.A. in Chemistry from the University of California, Santa Cruz and his M.D. and Ph.D. from Washington University School of Medicine and is Board Certified in Internal Medicine and Oncology. He holds an active California medical license. Our board of directors believes that Dr. Breitmeyer’s perspective and experience as Oncternal’s President and CEO, as well as his depth of operating and senior management experience in the pharmaceutical industry in both private and public organizations and educational background, provide him with the qualifications and abilities to serve as a director.

Michael G. Carter, M.B., Ch.B., F.R.C.P. joined our board of directors in May 2006. Previously, Dr. Carter was a non-executive director of Santarus, Inc. from 2004 to 2013, served as a non-executivenonexecutive director of Micromet AG from 2001 to 2005 and of MICROMET, Inc. from 2006 to March 2012, and served as a non-executive director of Fulcrum Pharma, PLC from 2005 to 2010. Dr. Carter was a member of the Advisory Boardadvisory board of Paul Capital Royalty Fund from 2005 to 2008, and has beenwas a venture partner with SV Life Sciences Advisors, LLP since 1998.from 1998 to 2016. He has served as a

member of the strategic advisory board of Healthcare Royalty Partners (HCRP) since September 2009 and a member of the HCRP Investment Committee since 2015. Dr. Carter was the non-executive chairman of Metris Therapeutics, Ltd., a biotechnology firm specializing in women's healthcare from 1999 to 2008. He was also a non-executive director of ONCOETHIX from June 2013 until its sale to Merck & Co., in December 2014, and is currently a non-executive director of Artios Pharma Limited, a company focused on using its DNA Damage Response technology to address various cancer indications.2014. Dr. Carter served on the Pharmaceutical Boardpharmaceutical board of I.C.II.C.I. Zeneca Pharmaceuticals, a predecessor company of AstraZeneca, and held various positions with I.C.II.C.I. Zeneca from 1984 to 1998, including International Medical Director and International Marketing Director. From 1985 to 1995, Dr. Carter served as a member of the U.K. Government's Medicines Commission. Dr. Carter is an Elected Fellow of the Royal Pharmaceutical Society, Faculty of Pharmaceutical Medicine, and of the Royal College of Physicians of Edinburgh. Dr. Carter holds a degree in pharmacy from London University (U.K.) and a medical degree from Sheffield University Medical School (U.K.). Our board of directors believes that Dr. Carter brings to the GTx BoardCarter’s specific expertise in the development and commercialization of pharmaceutical products by both large pharmaceutical companies and small specialty biotech companies.companies provide him with the qualifications and expertise to serve as a director.

J. R. Hyde, IIIDavid F. Hale

joined our board of directors following the Merger in June 2019 and previously served on the board of directors of Private Oncternal from 2013, including as its Chairman of the Board from 2018. Since May 2006, Mr. Hyde, age 75,Hale has served as Chairman & CEO of Hale Biopharma Ventures, LLC. He is a director since Novemberserial entrepreneur who has been involved in the formation and development of numerous life sciences companies. He was previously President and CEO of CancerVax Corporation, a cancer therapeutic company from October 2000 through May 2006 when CancerVax merged with Micromet, Inc. He became Chairman of Micromet, Inc. until the sale of the company to Amgen Inc. in 2012. After joining Hybritech, Inc., in 1982, he was President & Chief Operating Officer and became CEO in 1986, when Hybritech was acquired by Eli Lilly and Co. From 1987 to 1997 he was Chairman, President and CEO of Gensia, Inc. He was a co-founder and Chairman of Viagene, Inc. from 1987 to 1995. Prior to joining Hybritech in 1982, Mr. Hale was Vice President and General Manager of BBL Microbiology Systems, a division of Becton, Dickinson & Co. and from 1971 to 1980, held various marketing and sales management positions with Ortho Pharmaceutical Corporation, a division of

Johnson & Johnson, Inc. Mr. Hale previously served as Chairman of a number of companies, including Santarus, Inc., Somaxon, Inc., SkinMedica, Inc., CRISIMed, Inc., Agility Clinical, Inc., Zerigo Health, Inc., Neurana, Inc., and Conatus Pharmaceuticals Inc. He is a Co-founder and currently serves as a Director of Neurelis, Inc and Dermata, Inc. Mr. Hale also is a co-founder and serves on the board of directors of BIOCOM and Connect, is a former member of the board of The Biotechnology Innovation Organization or BIO, and the San Diego Regional Economic Development Corporation. Mr. Hale also serves as a board trustee of Rady Children’s Hospital of San Diego, and Chairman of the board of Rady Children’s Institute of Genomics Medicine and serves as a member of the Compensation Committeeboard of the University of San Diego. Mr. Hale holds a B.A. in Biology and the Nominating and Corporate Governance Committee. From November 2000Chemistry from Jacksonville State University. Our board of directors believes Mr. Hale is qualified to March 2015, Mr. Hyde served as non-executive Chairman of our Board of Directors. In connection with Dr. Wills' assumption of dutiesserve as our Executive Chairmanchairman because of his extensive knowledge of Oncternal’s business and history, experience as a board member of multiple publicly traded and privately held companies, and expertise in March 2015, Mr. Hyde was appointed as our Lead Director. Since 1989, Mr. Hyde has been the sole stockholderdeveloping, financing and President of Pittco Holdings, Inc., a private institutional investment company. Since 1996, when Mr. Hyde made a substantial contributionproviding strong executive leadership to support the research of our prior CEO, Mr. Hyde has been instrumental in forming and financing GTx and is our largest stockholder. Mr. Hyde was the Chairmannumerous biopharmaceutical companies.

Independence of the Board of Directors of AutoZone, Inc. (NYSE: AZO) from 1986 to 1997 and the Chief Executive Officer of AutoZone from 1986 to 1996. From March 2005 to June 2007, Mr. Hyde served as the non-executive chairman of the Board of Directors of AutoZone, Inc., and continues to serve as a member of the Board. He was also Chairman and Chief Executive Officer of Malone & Hyde, Inc., AutoZone's former parent company, from 1972 until 1988. Mr. Hyde also served as a director of FedEx Corporation (NYSE: FDX) from 1977 to 2011. As our largest stockholder and with a long history of serving as both Chairman and Chief Executive Officer of a large publicly-traded company and a member of the board of directors of other public companies, Mr. Hyde has continued to serve as a principal architect of our public company governance structure, and continues to be a primary advisor to senior management on all matters of strategic importance. The Board believes that Mr. Hyde's leadership role and public company experience, as well as his significant ownership interest in the company, qualifies him as the best candidate to serve as the Lead Director of our Board of Directors.

Class I Directors Continuing in Office Until the 2020 Annual Meeting

Marc S. Hanover

            Mr. Hanover, age 55, a co-founder of GTx, served as our President and Chief Operating Officer from our inception in September 1997 until his appointment as our permanent Chief Executive Officer in February 2015, and served as our acting Principal Financial Officer from December 31, 2013 until his appointment as our interim Chief Executive Officer on April 3, 2014. He also previously served as a member of our Board of Directors from September 1997 to August 2011. Prior to joining GTx, Mr. Hanover was a founder of Equity Partners International, Inc., a private equity firm in Memphis, Tennessee, and participated as a founder and investor in three healthcare companies. From 1985 to

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1997, Mr. Hanover was a Senior Vice President and a member of the Executive Management Committee of National Bank of Commerce in Memphis, Tennessee. Mr. Hanover holds a B.S. in Biology from the University of Memphis and an MBA in Finance from the University of Memphis. Mr. Hanover serves as our Chief Executive Officer and he is responsible for overseeing all aspects of our business, including product development and business strategies. Accordingly, the Nominating and Corporate Governance Committee and our Board of Directors has determined that Mr. Hanover should serve as a member of our Board of Directors since he is best able to impart to our Board of Directors the business and financial acumen essential for a complete understanding by our Board of Directors of GTx's operations, strategies and developmental plans.

Garry A. Neil, M.D.

            Dr. Neil, age 64, has served as a director since August 2016 and currently serves as a member of the Nominating and Corporate Governance Committee and the Board's Scientific and Development Committee. Dr. Neil joined Aevi Genomic Medicine (formerly Medgenics, Inc.) as Chief Scientific Officer in September 2013. Prior to joining Aevi Genomic Medicine, Dr. Neil held a number of senior positions in the pharmaceutical industry, academia and venture capital. These include Corporate Vice President of Science & Technology at Johnson & Johnson and Group President at Johnson & Johnson Pharmaceutical Research and Development from 2002 to 2012, as well as Vice President of Research and Development at Merck KGaA/EMD Pharmaceuticals and Vice President of Clinical Research at Astra Zeneca and Astra Merck prior to his joining Johnson & Johnson. Under his leadership a number of important new medicines for the treatment of cancer, anemia, infections, central nervous system and psychiatric disorders, pain, and genitourinary and gastrointestinal diseases gained initial or expanded approvals. Dr. Neil holds a B.S. from the University of Saskatchewan and an M.D. from the University of Saskatchewan College of Medicine. He completed postdoctoral clinical training in internal medicine and gastroenterology at the University of Toronto. Dr. Neil also completed a postdoctoral research fellowship at the Research Institute of Scripps Clinic. He is the Founding Chairman of the Pharmaceutical Industry R&D Consortium, TransCelerate Biopharmaceuticals Inc., and remains on the Board. He also serves on the Boards of Reagan Udall Foundation and Arena Pharmaceuticals, Inc. (NASDAQ: ARNA). He is a past member of the Board of Foundation for the National Institutes of Health (FNIH), and the Science Management Review Board of the NIH. He is past Chairman of the Pharmaceutical Research and Manufacturers Association (PhRMA) Science and Regulatory Executive Committee and the PhRMA Foundation Board. With the death of Dr. Barry Furr, who served on GTx's Board of Directors and as Chair of its Scientific and Development Committee, the Board's Nominating and Corporate Governance Committee was particularly pleased to find someone of Dr. Neil's experience and background in drug development and regulatory interactions to help the Board oversee our ongoing drug development programs.

Kenneth S. Robinson, M.D., M.Div.

            Dr. Robinson, age 63, has served as a director since May 2008 and currently serves as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. From 2003 through 2007, Dr. Robinson served in the cabinet of Tennessee Governor Phil Bredesen as Commissioner of Health, and in April 2009, Dr. Robinson accepted an appointment to provide executive-level public health leadership and consultation as the Health Officer of Shelby County, Tennessee, the county in which GTx is located. In February 2011, Dr. Robinson was appointed as Public Health Policy Advisor for Shelby County, Tennessee. From 1982 through 1991, Dr. Robinson taught and practiced internal medicine at Vanderbilt University School of Medicine, and from 1991 through 2003, he was an Assistant Dean at the University of Tennessee College of Medicine. Since 2015, he has served as President and CEO of United Way of the Mid-South. Dr. Robinson holds a B.A., cum laude, from Harvard University, a M.D. from Harvard Medical School, and a Master of Divinity from

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Vanderbilt Divinity School. As a Harvard-trained physician who has experience in overseeing the complexities of federal and state agencies' provision of healthcare to elderly and indigent patients, Dr. Robinson brings to the Board expertise in governance, governmental reimbursement related issues, population health data and priorities, and the role of government in the development and delivery of healthcare services. Dr. Robinson, an African-American, adds an element of racial diversity to the Board and also provides a voice for GTx with state and local officials.

Director Independence

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company's Boardcompany’s board of Directorsdirectors must qualify as "independent,"“independent,” as affirmatively determined by the Boardboard of Directors. Consistent withdirectors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees be independent within the requirementsmeaning of Nasdaq rules.

Our board of directors undertook a review of the SEC and Nasdaq, our Boardindependence of Directors reviews all relevant transactions or relationships between each director and GTx, its senior management and itsconsidered whether any director has a material relationship with us that could compromise his or her ability to exercise independent registered public accounting firm. During this review, the Board considers whether there are any transactionsjudgment in carrying out his or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of GTx's senior management or their affiliates.

her responsibilities. As a result of this review, the Board affirmativelyour board of directors determined that the following fiveeach of our sevencurrent directors, are independent members of the Board of Directors within the meaning of the applicable Nasdaq listing standards: Dr. Carter, Mr. Hyde (Lead Director)other than James B. Breitmeyer, M.D., Mr. Glass (nominee)Ph.D., Dr. Neilour Chief Executive Officer and Dr. Robinson. As a result of Mr. Hyde's significant stock ownership in GTx, Mr. Hyde is not considered "independent" under applicable Nasdaq and SEC standards pertaining to membership of the Audit Committee (Mr. Hyde is not a member of the Audit Committee). In determining that Mr. Hyde isPresident, qualifies as an independent member of the Board of Directors within the meaning of the applicable Nasdaq listing standards, the Board considered Mr. Hyde's significant ownership interest in GTx as well as his significant investments in our securities offerings in 2014, 2016 and 2017. Neither Mr. Hanover nor Dr. Wills (nominee) is "independent"“independent” director within the meaning of the Nasdaq listing standards since eachrules. Accordingly, a majority of Mr. Hanover and Dr. Wills servesour directors are independent, as required under Nasdaq rules.

Board Leadership Structure

Our board of directors is currently led by its chairman, David F. Hale. Our board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the company continues to grow. We separate the roles of chief executive officer of GTx.

            The Compensation Committee and the Nominating and Corporate Governance Committeechairman of the Board are comprised entirelyboard in recognition of the differences between the two roles. The chief executive officer is responsible for setting our strategic direction, day-to-day leadership and performance, while the chairman of our board of directors who are independent withinprovides guidance to the meaningchief executive officer and presides over meetings of the Nasdaq listing standards,full board of directors. We believe that this separation of responsibilities provides a balanced approach to managing our board of directors and the members of the Audit Committee are independent under applicable Nasdaq listing standards and SEC rules. In addition, the Board of Directors has determined that Mr. Glass, the Chair of the Audit Committee, qualifies as an "audit committee financial expert" within the meaning of the SEC rules. In determining whether Dr. Carter, Mr. Hyde and Mr. Glass are independent within the meaning of the Nasdaq listing standards pertaining to membership of the Compensation Committee, the Board determined that, based on its consideration of factors specifically relevant to determining whether any such director has a relationship to GTx that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, no member of the Compensation Committee has a relationship that would impair that member's ability to make independent judgments about GTx's executive compensation. In particular, the Board considered, among other things, the source of each member's compensation, including compensation paid to such member by GTx, and also considered Mr. Hyde's significant stock ownership in and status as an affiliate of GTx and determined that such compensation and affiliation, as applicable, would not impair the applicable member's ability to make independent judgments about GTx's executive compensation. In the case of Mr. Hyde, the Board determined that, as a significant stockholder, his interests are aligned with other stockholders in seeking an appropriate executive compensation program for GTx.

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Board Leadership Structure andThe Board’s Role in Risk Oversight

            Pursuant toOur board of directors has responsibility for the oversight of our bylawsrisk management processes and, either as a whole or through its committees, regularly discusses with management our Guidelines on Governance Issues (a copy of which can be foundmajor risk exposures, their potential impact on our corporate website at www.gtxinc.com under "Investors" at "Corporate Governance"), our Board determines the best Board leadership structure for our company from time to time. As part of our annual Board self-evaluation process, the Board evaluates our leadership structure in an effort to ensure that it provides the optimal structure for our company and for our stockholders.

            Since we became a public company in February 2004, we historically operated with a non-executive Chairman of the Board, Mr. Hyde, who led the Board, and a Chief Executive Officer with responsibility for running GTx who is also a member of the Board. In early 2015, we elected a new Board member, Dr. Wills, who serves as our Executive Chairman. Dr. Wills was appointed as our Executive Chairman to provide complimentary leadership to our management team by someone who has spent his career in pharmaceutical clinical development and business strategies. Mr. Hyde, who served as our non-executive Chairman until this change, has assumed the role of Lead Director and interacts routinely with both our Executive Chairman and our Chief Executive Officer. In his role as Executive Chairman, Dr. Wills is responsible for, among other things:

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providing leadership to the Board complimentary to the Lead Director;



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setting the Board meeting agendas in consultation with our Chief Executive Officer and Lead Director;



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presiding at Board meetings and stockholder meetings; and



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facilitating the flow of information between management and the directors on asteps we take to manage them. The risk oversight process includes receiving regular basis.

            In his role as Lead Director, Mr. Hyde is responsible for, among other things:

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providing leadership to the Board complementary to the Executive Chairman;



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providing the Executive Chairmanreports from board committees and the Chief Executive Officer with input as to the preparation of Board meeting agendas;



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presiding at Board meetings if the Executive Chairman is not in attendance;



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consulting with the Executive Chairman and the Chief Executive Officer from time to time as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties;



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coordinating and developing the agenda for, and chairing, executive sessions of the Board's independent directors; and



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acting as principal liaison between the independent directors and the Executive Chairman and the Chief Executive Officer.

            We believe that having Dr. Wills in the role of Executive Chairman allows Mr. Hanover to focus on the challenges that GTx faces in the current business environment while receiving complimentary leadership from a seasoned pharmaceutical executive. While our Guidelines on Governance Issues do not require that we separate the duties of Chairman of the Board from those of the Chief Executive Officer, we believe that combining Dr. Wills' strategic focus with the day-to-day operational skills provided by our Chief Executive Officer supports a mature, thoughtful and complete review of matters of importance to GTx. We also believe that having a Lead Director, Mr. Hyde, separate from our Chief

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Executive Officer and Executive Chairman, reinforces the independence of the Board of Directors in its oversight of the business and affairs of the company. In addition, we believe that having a Lead Director, who is independent of management, creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the Board of Directors to monitor whether management's actions are in the best interests of GTx and its stockholders. In this regard, having the opportunity for the independent directors to meet in executive session under the direction of the Lead Director gives our Board ample opportunity to openly question and discuss matters pertaining to management, including the appropriateness of their direction and actions.

            Our Board currently has five independent members within the meaning of the applicable Nasdaq listing standards and two non-independent members—Mr. Hanover, our Chief Executive Officer, and Dr. Wills, our Executive Chairman. A number of our independent Board members have served as members of senior management of other public companiesto enable our board to understand our risk identification, risk management and are either serving or have served as directors of other public companies. Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each comprised solely of independent directors within the meaning of the applicable Nasdaq listing standards, each with a different independent director serving as the Chair of the committee. We also have a fourth Board committee, the Scientific and Development Committee, established in 2012, which is comprised of Dr. Carter and Dr. Neil, two independent directors, as well as Dr. Wills, with Dr. Wills serving as the Chair of that committee. Typically, all members of our Board attend scheduled meetings of the Scientific and Development Committee. We believe that the number of independent, experienced directors who make up our Board, along with the independent oversight of the Board by our Lead Director, Mr. Hyde, benefits GTx and our stockholders.

            Previously, our Board delegated many risk oversight functions to its committees, and while Board committees assist the Board in its oversight function, following our substantial workforce reduction in October 2013 and more focused efforts on our development programs, the committees and the full Board decided to suspend the committees' more compartmentalized review of our operational risks. However, as questions about operational risks arise, certain Board committees may ask for more detailed information from management about how the company identifies specifics risks and mitigates them. For example, at the February 2016 meeting of the Board's Scientific and Development Committee, a presentation was made by our clinical operations personnel about how the company seeks to identify and mitigate any risk of possible data fraud in our ongoing clinical studies. Similarly, the Board's Audit Committee has received an overview and updates from our intellectual technology team outlining potential cybersecurity risks and management's efforts to mitigate cybersecurity risks. Additionally, our management team provides the Board with regular updates about our strategies and objectives and their assessment of operational risks inherent within them at regular meetings of the Board. Board meetings also provide a venue for our directors to discuss issues of concern with management. The Board calls special meetings when necessary to address specific issues or matters that should be addressed before the next regularly scheduled meeting. In addition, our directors have access to our management at all levels to discuss any matters of interest, including those related to risk. Those members of management most knowledgeable about the applicable issues attend Board meetings to provide additional insight into items being discussed, including exposures and mitigation strategies with respect to variousareas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

Our audit committee reviews information regarding liquidity and operations and oversees our management of financial risks. Our Chief Legal OfficerPeriodically, our audit committee reviews our policies with respect to risk assessment, risk management, loss prevention and principal financial officer report directlyregulatory compliance. Oversight by our audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures, including related to cybersecurity. The compensation committee is responsible for assessing whether any of our Chief Executive Officer, providing himcompensation policies or programs has the potential to encourage excessive risk-taking. The nominating & corporate governance committee manages risks associated with visibility tothe independence of the board, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our risk profile. The board as a whole.

Board of Directors believes thatMeetings

During the work undertaken by the full Boardfiscal year ended December 31, 2023, our board of directors held eight meetings (including regularly scheduled, virtual and the Chief Executive Officer enables the Board to effectively oversee our risk management function.

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Board and Committee Meetings; Attendance

            GTx encourages, but does not require its directors to attend annual meetings of stockholders. All but two of our then-current directors attended the 2017 Annual Meeting of Stockholders. For 2017, eachspecial meetings). Each director attended at least 75% of the aggregate of (a) all meetings of the Board and (b) any committees on which he served. In 2017, the Board of Directors held four meetings, and the number of meetings held by our standing Boardboard of directors and the committees other than the Scientific and Development Committee, is set forth in the table below. In addition, our independent directors typically hold executive sessions after the conclusion of each regularly scheduled Board meeting. Mr. Hyde presides over each executive sessionwhich he or she was a member during such director’s term of service except for Xin Nakanishi.

Committees of the Board.

Board Committees

            GTx's Board of Directors currently has

We have four standing committees: audit, compensation, nominating & corporate governance, and science & development. Each of these committees has a written charter approved by our board of directors. A copy of each charter can be found under the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance section of our website at www.oncternal.com.

Audit Committee

Our audit committee consists of three members: Mr. LaRue (chairman and financial expert), Mr. Hale and Dr. Kisner. Our board of directors has determined that Mr. LaRue qualifies as an “audit committee financial expert” as that phrase is defined under the regulations promulgated by the SEC, and that all members of our audit committee are independent directors, as defined in the Nasdaq qualification standards and by Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our audit committee met five times during 2023.

Our audit committee is governed by a written charter adopted by our board of directors. Our audit committee’s main function is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the Scientificaudits of our financial statements. Our audit committee’s responsibilities include, among other things:

Both our external auditor and Development Committee. The charters for the Audit Committee, the internal financial personnel meet privately with our audit committee and have unrestricted access to this committee.

Compensation Committee

Our compensation committee consists of four members: Mr. Hale (chair), Dr. Kisner, Ms. DeSimone and Mr. LaRue. Our board of directors has determined that all members of our compensation committee are independent directors, as defined in the Nominating and Corporate Governance Committee and the Scientific and Development Committee are available on GTx's website (www.gtxinc.com) under "Investors" at "Corporate Governance." Nasdaq qualification standards. Our compensation committee met seven times during 2023.

The current membershipcompensation committee is governed by a written charter approved by our board of and information about our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are shown below.directors. The compensation committee’s purpose of the Scientific and Development Committee is to assist our board of directors overseeing the Boarddevelopment plans and compensation for our senior management and directors and recommend these plans to our board of directors. The compensation committee’s responsibilities include, among other things:

Nominating & Corporate Governance Committee

Our nominating & corporate governance committee consists of four members: Dr. Mazanet (chair), Dr. Carter, Ms. DeSimone and Dr. Theuer. Our board of directors has determined that all members of our nominating & corporate governance committee are independent directors, as defined in the Nasdaq qualification standards. Our nominating & corporate governance committee met four times during 2023.

The nominating & corporate governance committee is governed by a written charter approved by our board of directors. The nominating & corporate governance committee’s purpose is to assist our board of directors by identifying individuals qualified to become members of our board of directors, consistent with criteria set by our board, and to develop our corporate governance principles. The nominating & corporate governance committee’s responsibilities include, among other things:

Science & Development Committee

Our science & development committee consists of six members: Drs. Theuer (chair), Carter, Kisner, Mazanet, Nakanishi and Wills. Our science & development committee met three times during 2023.

The science & development committee is governed by a written charter approved by our board of directors. The science & development committee’s purpose is to assist our board of directors by reviewing and evaluating GTx'sour research and development strategy as well asand its research, development and clinical programs. The science & development committee’s responsibilities include, among other things:

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Nominating and Corporate Governance Committee Matters

            The Nominating and Corporate Governance Committee expects, as minimum qualifications, that nominees to the Board (including incumbent directors) will enhance the Board's management, finance, commercial and/or scientific expertise, will not have a conflictReport of interest and will have a high ethical standard and, with respect to new members of the Board, a willingness to serve at least an initial three year term for the Nominating and Corporate Governance Committee to recommend them to the Board of Directors. A director nominee's knowledge and/or experience in areas such as, but not limited to, the medical, pharmaceutical, biotechnology, biopharmaceutical or life sciences industry, equity and debt capital markets and financial accounting are likely to be considered both in relation to the individual's qualification to serve on our Board of Directors and the needs of the Board as a whole. While we do not have a formal policy on Board diversity, the Nominating and Corporate Governance Committee takes into account a broad range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experiences and other factors that contribute to our Board having an appropriate range of expertise, talents, experiences and viewpoints, and considers those diversity considerations, in view of the needs of the Board as a whole, when making decisions on director nominations. Other characteristics, including but not limited to, the director nominee's material relationships with GTx, time availability, service on other boards of directors and their committees, or any other characteristics which may prove relevant at any given time

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as determined by the Nominating and Corporate Governance Committee are reviewed for purposes of determining a director nominee's qualification.

            Candidates for director nominees are evaluated by the Nominating and Corporate Governance Committee in the context of the current composition of the Board, the operating requirements of GTx and the long-term interests of GTx's stockholders. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then may use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors' overall service to GTx during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors' independence. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates' qualifications and then selects a nominee for recommendation to the Board by majority vote. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a stockholder or not. To date, the Nominating and Corporate Governance Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

            The Nominating and Corporate Governance Committee reviewed the qualifications and performance of each of the directors currently standing for re-election at the Annual Meeting, and recommended their nomination to the full Board of Directors.

            The Board of Directors does not impose term limits or a mandatory retirement age for directors, except that our Chief Executive Officer (or any other officer of GTx, including our Executive Chairman, if he or she is a member of the Board) is required to tender his or her resignation to the Board if he or she ceases to serve as an executive officer of GTx. The Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. With respect to non-employee members of the Board, while it is believed that a director's knowledge and/or experience can continue to provide benefit to the Board of Directors following a director's retirement from his or her primary work affiliation, it is recognized that a director's knowledge of and involvement in ever changing business environments can weaken, and therefore his or her ability to continue to be an active contributor to the Board of Directors will be reviewed. Upon a director's change in his or her employment status, if any, he or she is required to notify the Nominating and Corporate Governance Committee of such change and, if determined by the Board of Directors upon recommendation of the Nominating and Corporate Governance Committee, to offer his or her resignation.

Compensation Committee Matters

            Scope of Authority.    The Compensation Committee acts on behalf of the Board of Directors to establish the compensation of executive officers of GTx and provides oversight of GTx's compensation philosophy. The Compensation Committee also acts as the oversight committee with respect to GTx's benefit plans, stock plans and bonus plans covering executive officers and other senior management. In overseeing those plans, the Compensation Committee has the sole authority for the day-to-day administration and interpretation of the plans. The Compensation Committee retains the authority for

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establishing all matters with respect to the compensation of our executive officers, although our Compensation Committee may recommend to the full Board of Directors that it take action with respect to such compensation matters. Under its charter, the Compensation Committee has the authority, in its sole discretion, to retain (or obtain the advice of) any compensation consultant, legal counsel or other adviser to assist it in the performance of its duties. The Compensation Committee also has the direct responsibility for the appointment, compensation and oversight of the work of any advisers retained or engaged by the Compensation Committee. Finally, the Compensation Committee has the sole authority to approve the reasonable fees and the other terms and conditions of the engagement of any such advisor, including authority to terminate the engagement. GTx must provide for appropriate funding, as determined by the Compensation Committee, for the payment of reasonable compensation to any such adviser retained by the Compensation Committee.

            Dr. Carter, as Chair of the Compensation Committee, is responsible for setting the agenda for meetings. Our Compensation Committee annually evaluates the performance, and determines the compensation, of the Executive Chairman of the Board, Chief Executive Officer and the other officers of GTx.

            Role of Compensation Consultants in 2017 Compensation Determinations.    Under its charter, our Compensation Committee has the authority to retain its own compensation consultant at company expense. During the fiscal year ended December 31, 2017, the Compensation Committee reviewed and relied on data from Equilar, Inc., an independent executive compensation survey database, regarding comparable cash and equity compensation payments made by our peers to their executive officers, but no compensation consultant had any role in recommending for determination the levels or elements of our executive compensation program.

            Roles of Executives in Establishing Executive Compensation.    Historically, our human resource, finance and legal departments worked with senior management to design and develop compensation programs for our named executive officers for recommendation to the Compensation Committee. In addition, these management groups worked together to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, and to prepare peer data comparisons and other briefing materials for the Compensation Committee. Our Chief Executive Officer, Mr. Hanover, leads our human resource, finance and legal departments in designing and developing compensation programs for our executive officers, and presents these proposals to the Compensation Committee. Mr. Hanover discusses all executive compensation proposals with our Executive Chairman of the Board, Dr. Wills, and Henry P. Doggrell, our Chief Legal Officer, before they are presented to the Compensation Committee for its consideration. The Compensation Committee may approve, modify, or reject those proposals, or may request additional information from management (or its own consultant, if it wished to retain one) on those matters.

            Dr. Wills and Mr. Hanover also make recommendations to the Compensation Committee with respect to the specific performance goals to be achieved under our Executive Bonus Compensation Plan, which is described in more detail below in the section entitled, "Executive Compensation—Narrative Disclosure to Summary Compensation Table—Annual Bonus Plan." Dr. Wills and Mr. Hanover provide annual reviews of the performance of each of our executive officers (other than themselves) to assist the Compensation Committee in its annual determination of each element of compensation for such officers. The performance of Dr. Wills and Mr. Hanover is evaluated by the Compensation Committee.

            Typically, the Compensation Committee meets in executive session to discuss and determine appropriate base salaries, bonus compensation target awards and goals (if applicable), and equity awards for each executive officer of GTx. No named executive officer was present or directly

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participated in the final deliberations of the Compensation Committee with respect to any component of his or her own fiscal year 2016 or 2017 compensation.

            Director Compensation.    The Board of Directors sets non-employee directors' compensation at the recommendations of both the Nominating and Corporate Governance Committee and the Compensation Committee. The Compensation Committee and the Board of Directors believe that: director compensation should fairly compensate directors for work required in a company of GTx's size and scope; the compensation should align directors' interests with the long-term interest of stockholders; and the structure of the compensation should be simple, transparent and easy for stockholders to understand. Our non-employee director compensation program has typically consisted of a combination of a cash retainer and initial and annual stock option grants, with the number of shares subject to the annual stock option grant based on providing eligible directors aggregate equity grants in line with the 50^th percentile of the equity granted to non-employee directors of GTx's peers. Data from GTx's peers is gathered from Equilar's online data base reflecting compensation information gleaned from the prior year's proxy statement for each peer, and then considered by the Nominating and Corporate Governance Committee and the Compensation Committee for the purpose of making recommendations to the Board for director compensation which the Board must then approve. In February 2017, the Board, upon the recommendations of the Nominating and Corporate Governance Committee and the Compensation Committee, determined that the number of shares subject to the automatic annual option grants occurring on the date following the 2017 Annual Meeting of Stockholders will be 15,000 shares of GTx common stock. During the November 2017 meetings of the Nominating and Corporate Governance and Compensation Committees, relevant data from Equilar on peer group director compensation was reviewed and used to assess current non-employee director compensation. It was determined by the Nominating and Corporate Governance and Compensation Committees that the cash compensation paid to non-employee directors for their service to GTx was consistent with similar payments by the company's peers, and no adjustments in cash compensation payments were needed. However, the data suggested that equity compensation was below the aggregate equity grants received by peer group board members, and the members of the Nominating and Corporate Governance and Compensation Committees discussed various ways annual equity grants could be determined for 2018, including using a Black-Scholes calculation, based on an agreed stock value grant, when the annual grants were to be made to eligible directors on the date following the Annual Meeting. At the March 2018 meetings of the Nominating and Corporate Governance and Compensation Committees and Board, it was determined that the escalating price of GTx common stock made a predetermined future grant of a specific value less likely to achieve the desired outcome of having the annual stock option grants consistent with the equity grants in line with the 50^th percentile of the equity granted to non-employee directors of GTx's peers, and the Nominating and Corporate Governance and Compensation Committees decided to recommend to the Board that an award of stock options to acquire 7,500 shares of GTx common stock was more in line with its peers and consistent with what the Board has granted its eligible directors historically. Accordingly, the number of shares subject to the automatic annual stock option grants occurring on the date following the Annual Meeting will be 7,500 shares of GTx common stock. Consistent with our governance practice, the Nominating and Corporate Governance Committee made this recommendation to the Compensation Committee, which concurred and provided the joint recommendation to the Board for its approval. For more information on the compensation arrangements for our non-employee directors, please see the section entitled "Director Compensation" below.

            Compensation Committee Charter.    Our Compensation Committee reviews its charter on an annual basis and, if necessary, recommends changes to the Board of Directors for its approval. A copy of the Compensation Committee's charter can be found on our corporate website atwww.gtxinc.com under "Investors" at "Corporate Governance."

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Stockholder Nomination Policy

            It is the Nominating and Corporate Governance Committee's policy to review and consider all candidates for nomination and election as directors who may be suggested by any director or executive officer of GTx. The Nominating and Corporate Governance Committee will also consider any director candidate recommended by any stockholder if the recommendation is made in accordance with GTx's charter, bylaws and applicable law although no director candidate has been recommended to date by any stockholder, other than members of the Board of Directors and management who are also stockholders of GTx. To be considered, a recommendation for director nomination should be submitted in writing to: GTx, Inc., Nominating and Corporate Governance Committee, Attention: Corporate Secretary, 175 Toyota Plaza, 7^th Floor, Memphis, Tennessee 38103. When submitting candidates for nomination to be elected at GTx's annual meetings of stockholders, stockholders must follow the notice procedures and provide the information required by GTx's bylaws. In particular, for the Nominating and Corporate Governance Committee to consider a candidate recommended by a stockholder for nomination at the 2019 Annual Meeting of Stockholders, the recommendation must be delivered to GTx's Corporate Secretary, in writing, not later than the close of business on December 4, 2018, nor earlier than the close of business on November 4, 2018, subject to the different notice submission date requirements provided for in GTx's bylaws in the event that GTx does not hold its 2019 Annual Meeting of Stockholders between April 9, 2019 and June 8, 2019. The recommendation must include the same information as is specified in GTx's bylaws for stockholder nominees to be considered at an annual meeting, including the following:

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the stockholder's name and address and the beneficial owner, if any, on whose behalf the nomination is proposed;



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the class and number of shares of GTx that are owned beneficially and of record by such stockholder and such beneficial owner;



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a description of all arrangements or understandings between the stockholder and the proposed nominee and any other person or persons regarding the nomination;



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the nominee's written consent to being named in GTx's proxy statement as a nominee and to serving as a director if elected; and



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all information regarding the nominee that would be required to be included in GTx's proxy statement by the rules of the SEC, including the nominee's age, business experience for the past five years and any directorships held by the nominee during the past five years.

Code of Business Conduct and Ethics and Guidelines on Governance Issues

            Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees as well as Guidelines on Governance Issues. These documents are available on GTx's website (www.gtxinc.com) under "Investors" at "Corporate Governance." GTx will provide a copy of these documents to any stockholder, without charge, upon request, by writing to: GTx, Inc., Corporate Secretary, 175 Toyota Plaza, 7^th Floor, Memphis, Tennessee 38103. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics by posting such information on our website at the address and the locations specified above.

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Communications with the Board

            Stockholders and other interested parties may communicate in writing with our Board of Directors, any of its committees, or with any of its non-management directors by sending written communications addressed to: GTx, Inc., Attention: Corporate Secretary, 175 Toyota Plaza, 7^th Floor, Memphis, Tennessee 38103. Our Corporate Secretary will review each communication and will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication is unduly hostile, threatening or similarly inappropriate, in which case, our Corporate Secretary will discard the communication.

Policies on Reporting Certain Concerns Regarding Accounting and Other Matters

            We have adopted policies on the reporting of concerns to our Compliance Officer and Audit Committee regarding any suspected misconduct, illegal activities or fraud, including any questionable accounting, internal accounting controls or auditing matters, or misconduct. Any person who has a concern regarding any misconduct by any GTx employee, including any GTx officer, or any agent of GTx, may submit that concern to: GTx, Inc., Attention: Compliance Officer, 175 Toyota Plaza, 7^th Floor, Memphis, Tennessee 38103. Employees may communicate all concerns regarding any misconduct to our Compliance Officer and/or the Audit Committee on a confidential and anonymous basis through GTx's "whistleblower" hotline, the compliance communication phone number established by GTx: 1-877-778-5463, or by filing an anonymous, confidential report through Report-it.com, a web-based online service for "whistleblower" communications accessed at www.reportit.net. Any communications received through the toll free number or the online service is promptly reported to GTx's Compliance Officer, as well as other appropriate persons within GTx.

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AUDIT COMMITTEE REPORT⁽¹⁾

            The Audit Committee of the Board of Directors operates under a written charter approved by

The audit committee oversees the BoardCompany’s financial reporting process on behalf of Directors, which is available on GTx's website (www.gtxinc.com) under "Investors" at "Corporate Governance." The Audit Committee's charter specifies thatour board of directors. Management has the purpose of the Audit Committee is to assist the Board in its oversight of:

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the engagement and performance of the independent registered public accounting firm;



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the quality and integrity of GTx's financial statements;



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GTx's system of internal controls;



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compliance with legal and regulatory requirements; and



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those functions which pose a material financial risk to GTx.

            In carrying out these responsibilities, the Audit Committee, among other things:

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monitors the preparation of quarterly and annual financial reports by GTx's management;



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supervises the relationship between GTx and its independent registered public accounting firm, including:



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having directprimary responsibility for its appointment, compensation and retention;



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reviewing the scope of its audit services;



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approving audit and non-audit services; and



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confirming the independence of the independent registered public accounting firm; and



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oversees management's implementation and maintenance offinancial statements, for maintaining effective systems of internal and disclosure controls, including review of GTx's policies relating to legal and regulatory compliance, ethics and conflicts of interests.

            Management is responsible for: the preparation, presentation and integrity of GTx's financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting, (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluatingfor assessing the effectiveness of internal control over financial reporting;reporting. In fulfilling its oversight responsibilities, the audit committee reviewed the audited financial statements in the Company’s annual report with management, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and evaluatingthe effect of any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, GTx's internal control over financial reporting. new accounting initiatives.

The independent registered public accounting firmaudit committee reviewed with BDO USA, P.C., which is responsible for performingexpressing an independent auditopinion on the conformity of GTx'sthe Company’s audited financial statements with generally accepted accounting principles in accordancethe United States of America, its judgments

as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the audit committee by the standards of the Public Company Accounting Oversight Board (United States)(the “PCAOB”). In addition, the audit committee has received the written disclosures and to issue a report thereon. the letter from BDO USA, P.C. required by PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committees Concerning Independence,” and the audit committee has discussed with BDO USA, P.C. their independence from Oncternal Therapeutics, Inc. and its management.

The Audit Committee's responsibility is to monitor and oversee these processes.

            In connection with these responsibilities, the Audit Committeeaudit committee met with managementBDO USA, P.C. to discuss the overall scope of its services, the results of its audit and reviews, its evaluation of the Company’s internal controls including internal control over financial reporting and the overall quality of the Company’s financial reporting. BDO USA, P.C., as the Company’s independent registered public accounting firm, also periodically updates the audit committee about new accounting developments and their potential impact on the Company’s reporting. The audit committee’s meetings with BDO USA, P.C. were held with and without management present. The audit committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The audit committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.

In reliance on the reviews and discussions referred to review and discussabove, the audit committee has recommended to the Company’s board of directors that the audited financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in our annual report on Form 10-K for the year ended December 31, 2023, filed by the Company with the SEC. The audit committee and the Company’s board of directors also have recommended, subject to stockholder approval, the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2024.

(1)

This Sectionreport of the audit committee is not "soliciting“soliciting material," is” shall not be deemed filed“filed” with the SEC and isshall not to be incorporated by reference inby any general statement incorporating by reference this proxy statement into any filing of GTx under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Table of Contentsfiling, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

including a discussion ofThe foregoing report has been furnished by the quality and acceptability of GTx's financial reporting and controls. audit committee.

Respectfully submitted,

The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent registered public accounting firm that firm's independence. The Audit Committee has also received management's report on internal control over financial reporting.

            Based upon the Audit Committee's discussions with management and the independent registered public accounting firm, and the Audit Committee's review of the representations of management and the independent registered public accounting firm, subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended that the Board of Directors include

William R. LaRue (Chairman)

David F. Hale

Daniel L. Kisner, M.D.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee are Mr. Hale (chairman), Dr. Kisner, Ms. DeSimone and Mr. LaRue, none of whom currently serves, or in the audited financial statementspast year has served, as an officer or employee of Oncternal Therapeutics, Inc. None of our executive officers currently serves, or in GTx's Annual Reportthe past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on Form 10-K forour board of directors or compensation committee.

Employee, Officer and Director Hedging

Our Insider Trading Compliance Policy prohibits our employees (including executive officers) and directors from engaging in hedging transactions, including zero-cost collars and forward sale contracts, involving our securities. In addition, our Insider Trading Compliance Policy prohibits these individuals from pledging our securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold our securities in a “margin account,” which would allow the year ended December 31, 2017, filed withindividual to borrow against their holdings to buy securities.

Director Nomination Process

Director Qualifications

In evaluating director nominees, our nominating & corporate governance committee will consider among other things the Securities and Exchange Commission.following factors:

Table of ContentsB.S. degree in business with an emphasis in accounting from San Diego State University.

Rajesh Krishnan, Ph.D. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
has served as our Chief Technical Officer since January 2021 and our Chief Scientific Officer since February 2023. Dr. Krishnan previously served as our Senior Vice President, CMC and Manufacturing, from August 2019 to January 2021. Dr. Krishnan has over 24 years of experience across CMC, technology transfer, and manufacturing sciences for U.S. and international manufacturing sites, involving both internal and partnered programs. From January 2018 until August 2019, he served as Vice President, Process Development and Manufacturing Sciences at Dynavax Technologies Corporation, where he led manufacturing, drug process development, process validation, analytical sciences and technology transfer efforts for commercial and clinical development programs, including the commercial Heplisav B product. From 2012 through 2017, Dr. Krishnan served in several positions at Gilead Sciences, Inc., most recently as Director of Biologics Drug Substance Process Development, leading upstream and downstream process development for multiple clinical biologics programs. From 2000 to 2012, he served in positions of increasing responsibility at Merck & Co., Inc., Amgen Inc. and Pfizer, with a consistent leadership role across process development, technology transfer and CMC for clinical and commercial biologics programs. Dr. Krishnan holds a B.S.E. degree in chemical engineering from Princeton University, a M.S. degree in chemical engineering from the University of California, Davis, and a Ph.D. degree in Biochemical Engineering from the University of California, Davis.

            Section 16(a)Chase C. Leavitt has served as our General Counsel and Secretary since April 2021. Mr. Leavitt previously served as General Counsel and Corporate Secretary of Lineage Cell Therapeutics, Inc., a publicly traded biotechnology company, from May 2019 to April 2021 where he focused on public company compliance and governance, business development transactions, financing activities, and litigation, and managed all other legal needs of the company. From June 2018 to May 2019, Mr. Leavitt served as Vice President of Legal Affairs of Tang Capital Management, LLC, a life sciences-focused investment company, and its affiliate Odonate Therapeutics, Inc., which was then a clinical stage publicly traded pharmaceutical company. From 2014 to 2018, Mr. Leavitt held positions of increasing responsibility at Switch, Inc., a technology company, most recently as Deputy General Counsel through the company’s initial public offering. From 2007 to 2014, Mr. Leavitt was a corporate attorney at Latham & Watkins LLP, where his practice focused on public company representation, mergers and acquisitions and capital markets transactions. Mr. Leavitt received a B.S. degree in business administration and a J.D. from the University of Southern California and is admitted to practice law in the States of California and Washington.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Overview

We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act requiresand the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive compensation program, our compensation committee is committed to providing the information necessary to help our stockholders understand our executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe our executive compensation practices.

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. Our compensation committee is authorized to retain the beneficial ownersservices of greater than 10%one or more executive compensation advisors, as it sees fit, in connection with the establishment of our common stockcompensation programs and related policies. For 2023, our compensation committee retained Anderson Pay Advisors, LLC (“Anderson”) to file initial reportsprovide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. Anderson assisted in developing a group of ownership and reportspeer companies to help us determine the appropriate level of changes in ownership with the SEC. Executive officers and directors are required by SEC regulations to furnish us with copies of these reports.

            To our knowledge, based solely on a review of the copies of these reports furnished to us and any written representations from such executive officers, directors and stockholders with respect to the period from January 1, 2017 through December 31, 2017, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

            Copies of filings made byoverall compensation for our executive officers, directorsas well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and stockholders under Section 16(a) of the Exchange Act can be found at our corporate website atwww.gtxinc.com under "Investors" at "SEC Filings."

fair.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain summary information for the year indicated with respect tosummarizes the compensation that was awarded to, earned by or paid during 2023 and 2022 to: (1) the individual serving as our Chief Executive Officerprincipal executive officer during 2023; and (2) our two most highly compensated executive officers, other than our Chief Executive Officerthe principal executive officer, who were serving as executive officers as of December 31, 2017.2023. We refer to these individuals in this proxy statementofficers as our "namednamed executive officers."officers or NEOs.

SUMMARY COMPENSATION TABLE—FISCAL 2017 AND 2016