UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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

Check the appropriate box:

Global Blood Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Global Blood Therapeutics, Inc.GLOBAL BLOOD THERAPEUTICS, INC.

400 East Jamie Court, Suite 101181 Oyster Point Boulevard

South San Francisco, CA 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 20, 2017TO BE HELD ON JUNE 17, 2020

Dear Stockholder:

You are cordially invited to attend the 20172020 Annual Meeting of Stockholders (the “Annual Meeting”) of Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”). The meeting will, to be held on Tuesday,Wednesday, June 20, 201717, 2020 at 8:00 a.m. local time,time. Our Board of Directors has determined, in the interests of public health and safety in light of the ongoingCOVID-19 pandemic, that this year’s Annual Meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to vote and to ask questions of, and engage in dialogue with, members of our Board of Directors and senior management at www.virtualshareholdermeeting.com/GBT2020 during the officesmeeting. Our Board of Global Blood Therapeutics, Inc., 400 East Jamie Court, Suite 101, South San Francisco, California 94080,Directors currently intends to hold future stockholder meetings in person or using a “hybrid”in-person and virtual format as soon as practicable once it is safe to do so.

The Annual Meeting will be held for the following purposes:

1. To

These items of business are more fully described in the Proxy Statementproxy statement accompanying this Notice.

Proposal 1 relates solely to the election of two Class II directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including without limitation, the election of directors nominated by any stockholder of the Company.notice.

The Board of Directors has fixed the close of business on Friday,Wednesday, April 21, 201722, 2020, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, of Stockholders, or at any adjournments of the Annual Meeting of Stockholders.Meeting.

In orderYour vote is important. Whether or not you plan to ensure your representation atattend the Annual Meeting, of Stockholders, you are requestedurged to submit your proxyvote as soon as possible as instructed in the Important Notice Regarding the Availability of Proxy Materials that you will receive in the mail. You may also requestvote via the Internet or telephone, or via mail by requesting a paperprinted copy of the proxy card at any time on or before Wednesday, June 5, 20173, 2020. Voting promptly will help us avoid the additional expense of further solicitation to submit your vote by mail.assure a quorum at the Annual Meeting. If you attend the Annual Meeting of Stockholders and file with the Secretary of the Company an instrument revoking your proxy or a duly executed proxy bearing a later date, your proxy will not be used.

South San Francisco, California

April 28, 20172020

Your vote is important, whether or not you expect to attend the Annual Meeting of Stockholders. You are urged to vote either via the Internet or telephone, or vote by mail by requesting a printed copy of the proxy card, as instructed in the Important Notice Regarding the Availability of Proxy Materials that you will receive in the mail. Voting promptly will help avoid the additional expense of further solicitation to assure a quorum at the meeting.

TABLE OF CONTENTS

GLOBAL BLOOD THERAPEUTICS, INC.

181 Oyster Point Boulevard

South San Francisco, CA 94080

PROXY STATEMENT

FOR THE 20172020 ANNUAL MEETING OF STOCKHOLDERS

June 20, 2017TO BE HELD ON JUNE 17, 2020

INFORMATION CONCERNING SOLICITATION AND VOTING

General

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies for use prior to or at the 20172020 Annual Meeting of Stockholders (the “Annual Meeting”) of Global Blood Therapeutics, Inc. (the “Company”“Company,” “we,” “us” and “our”), a Delaware corporation, to be held virtually at 8:00 a.m., local time, on Tuesday,Wednesday, June 20, 201717, 2020, and at any adjournments or postponements thereof for the following purposes:

TheOur Board of Directors has determined, in the interests of public health and safety in light of the ongoingCOVID-19 pandemic, that this year’s Annual Meeting will be held virtually via a live interactive audio webcast on the Internet at www.virtualshareholdermeeting.com/GBT2020. You will be able to vote and to ask questions of, and engage in dialogue with, members of our Board of Directors and senior management during the officesmeeting. Our Board of the Company, 400 East Jamie Court, Suite 101, South San Francisco, California 94080. Directors currently intends to hold future stockholder meetings in person or using a “hybrid”in-person and virtual format as soon as practicable once it is safe to do so.

On or about April 28, 2017,2020, we mailedwill mail to all stockholders entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials, (the “Notice”)or Notice, containing instructions on how to access this Proxy Statement and our 2016 Annual Report onForm 10-K (“for the fiscal year ended December 31, 2019, or Annual Report”).Report.

Solicitation

This solicitation is made on behalf of the Board of Directors. We will bear the costs of preparing, mailing, online processing and other costs of the proxy solicitation made by our Board of Directors. Certain of our officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations. Such solicitations may be made by email, telephone, facsimile transmission or personal solicitation. No additional compensation will be paid to such officers, directors or regular employees for such services. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonableout-of-pocket expenses incurred by them in sending proxy materials to stockholders.

Important Notice Regarding the Availability of Proxy Materials

In accordance with rules and regulations of the Securities and Exchange Commission, (the “SEC”),or SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, the Companywe may furnish proxy materials via the internet.Internet. Accordingly, all of the Company’sour stockholders will receive a Notice, to be mailed on or about April 28, 2017.2020.

On the date of mailing the Notice, stockholders will be able to access all of the proxy materials on the website atwww.proxyvote.com. The proxy materials will be available free of charge. The Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials (including the Annual Report) over the internetInternet or through other methods specified on the website. The website contains instructions as to how to vote by internetInternet or over the telephone. The Notice also instructs you as to how you may request a paper or email copy of the proxy card. If you received a Notice and would like to receive printed copies of the proxy materials, you should follow the instructions included in the Notice for requesting such materials.

Voting Rights and Outstanding Shares

Only holders of record of our common stock as of the close of business on April 21, 201722, 2020, are entitled to receive notice of, and to vote at, the Annual Meeting. Each holder of common stock will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. At the close of business on April 21, 2017,22, 2020, there were 43,622,09560,915,556 shares of common stock issued and outstanding.

A quorum of stockholders is necessary to take action at the Annual Meeting. Stockholders representing a majority of the outstanding shares of our common stock as of the record date (present in personvirtually at the Annual Meeting or represented by proxy) will constitute a quorum. We will appoint an inspector of elections for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or in personvirtually at the Annual Meeting. Abstentions, withheld votes and brokernon-votes (which occur when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular matter because such broker, bank or other nominee does not have discretionary authority to vote on that matter and has not received voting instructions from the beneficial owner) are counted as present for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting.

VotesVote Required for Each Proposal

To electThe vote required, and the method of calculation, for each proposal at our directors and approve the other proposals being considered at the Annual Meeting the voting requirements are as follows:is described below.

“DiscretionaryVotingPermitted” means that brokers will have discretionary voting authority with respect to shares held in street name for their clients, even if the broker does not receive voting instructions from their client.

“Majority” means a majority of the votes properly cast for and against such matter.

“Plurality” means a plurality of the votes properly cast on such matter. For the election of directors, the twothree nominees receiving the pluralityhighest number of votes, entitled to vote and castsubmitted virtually during the Annual Meeting or by proxy, will be elected as directors.

Proposal One—Election of Directors

The vote required and method of calculation for the proposals to be considered at the Annual Meeting are as follows:

ProposalOne—ElectionofDirectors. If a quorum is present, the twothree Class II director nominees receiving the highest number of votes, in personsubmitted virtually during the Annual Meeting or by proxy, will be elected as directors.elected. You may vote “FOR” all nominees, “WITHHOLD” for all

nominees, or “WITHHOLD” for any nominee by specifying the name of the nominee on your proxy card. Proposal OneThis proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker��“non-votes.” Withheld votes and brokernon-votes will have no effect on the outcome of the election of the directors.

ProposalTwo—Approval, on aNon-Binding, Advisory Basis, of the Compensation of our Named Executive OfficersoftheRatificationofKPMG LLPasIndependentRegisteredPublicAccountingFirm.

Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter.this proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter,proposal, your shares will not be counted as “votes cast” with respect to such matter,this proposal, and the abstention will have no effect on this proposal. This proposal is not considered to be a routine item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker“non-votes.” Brokernon-votes will have no effect on the outcome of this proposal.

Proposal Three—Approval of the Ratification of KPMG LLP as Independent Registered Public Accounting Firm

Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against this proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on the proposal. Proposal TwoThis proposal is considered to be a discretionary item, and your broker will be able to vote on this proposal even if it does not receive instructions from you. Accordingly, we do not anticipate that there will be any brokernon-votes on this proposal; however, any brokernon-votes will not be counted as “votes cast” and will therefore have no effect on thethis proposal.

We request that you vote your shares by proxy following the methods as instructed in the Notice by one of the Notice:following methods: over the Internet, by telephone or by mail. If you choose to vote by mail, your shares will be voted in accordance with your voting instructions if the proxy card is received prior to or at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, your shares will be voted FOR (i) the election of each of the Company’s two (2)three nominees as Class II directors; (ii) the approval, on anon-binding, advisory basis, of the compensation of our named executive officers; (iii) the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017;2020; and (iii)(iv) as the proxy holders deem advisable, in their discretion, on other matters that may properly come before the Annual Meeting.

Voting by Proxy Over the Internet or by Telephone

Stockholders whose shares are registered in their own names may vote by proxy by mail, over the Internet or by telephone. Instructions for voting by proxy over the Internet or by telephone are set forth on the Notice. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time(Eastern Time) on June 19, 2017.16, 2020. The Notice will also provide instructions on how you can elect to receive future proxy materials electronically or in printed form by mail. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive proxy materials electronically or in printed form by mail will remain in effect until you terminate such election.

If your shares are held in street name, the voting instruction form sent to you by your broker, bank or other nominee should indicate whether the institution has a process for beneficial holders to provide voting instructions over the Internet or by telephone. A number of banks and brokerage firms participate in a program

that also permits stockholders whose shares are held in street name to direct their vote over the Internet or by telephone. If your bank or brokerage firm gives you this opportunity, the voting instructions from the bank or brokerage firm that accompany this Proxy Statement will tell you how to use the Internet or telephone to direct the vote of shares held in your account. If your voting instruction form does not include Internet or telephone information, please complete and return the voting instruction form in the self-addressed, postage-paid envelope provided by your broker. Stockholders who vote by proxy over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers.

Revocability of Proxies

Any proxy may be revoked at any time before it is exercised by filing an instrument revoking it with the Company’sour Secretary or by submitting a duly executed proxy bearing a later date prior to the time of the Annual Meeting. Stockholders who have voted by proxy over the Internet or by telephone or have executed and returned a proxy and who then virtually attend the Annual Meeting and desire to vote in personduring the meeting are requested to notify theour Secretary in writing prior to the time of the Annual Meeting. We request that all such written notices of revocation to the Company be addressed to Tricia Suvari, Secretary, c/o Global Blood Therapeutics, Inc., at the address of our principal executive offices at 400 East Jamie Court, Suite 101,181 Oyster Point Boulevard, South San Francisco, CA 94080. Our telephone number is(650) 741-7700. 650.741.7700. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone before these voting facilities close at 11:59 p.m. Eastern Time(Eastern Time) on June 19, 2017.16, 2020.

Stockholder Proposals to be Presented at the Next Annual Meeting

Any stockholder who meets the requirements of the proxy rules under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”),or Exchange Act, may submit proposals to the Board of Directors to be presented at the 2018 annual meeting.2021 Annual Meeting of Stockholders. Such proposals must comply with the requirements ofRule 14a-8 under the Exchange Act and be submitted in writing by notice delivered or mailed by first-class United States mail, postage prepaid, to our Secretary at our principal executive offices at the address set forth above no later than December 27, 2017 in order29, 2020, to be considered for inclusion in the proxy materials to be disseminated by the Board of Directors for such

annual meeting. If the date of the 2018 annual meeting2021 Annual Meeting of Stockholders is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the U.S. Securities and Exchange Commission, (the “SEC”).or SEC. A proposal submitted outside the requirements ofRule 14a-8 under the Exchange Act will be considered untimely if received after March 12, 2018.14, 2021.

Our Amended and Restated Bylaws, (“Bylaws”)or Bylaws, also provide for separate notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting. To be considered timely under these provisions, the stockholder’s notice must be received by our Secretary at our principal executive offices at the address set forth above no earlier than February 20, 201817, 2021, and no later than March 22, 2018.19, 2021. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice.

The Board of Directors, a designated committee thereof or the chairman of the meeting may refuse to acknowledge the introduction of any stockholder proposal if it is not made in compliance with the applicable notice provisions.

PROPOSAL 1

ELECTION OF DIRECTORS

General

Our certificate of incorporation provides for a Board of Directors that is divided into three classes. The term for each class is three years, staggered over time. This year,In 2020, the term of the directors in Class II expires. Twoexpires, and all three of our Class II directors directors—Mr. Willie L. Brown, Jr., Dr. Philip A. Pizzo and Ms. Wendy Yarno—will each stand forre-election at the Annual Meeting. One of our Class II directors, Michael W. Bonney, will not stand forre-election at the Annual Meeting.

Our Board of Directors is currently comprised of nine members and will adjust to eight members as of the date of the Annual Meeting.members. If both of the Class II director nominees who are standing forre-electionare elected at the Annual Meeting, the composition of our Board of Directors will be as follows: Class I—Drs. Ted W. Love Charles Homcy and Glenn F. Pierce;Pierce and Ms. Dawn Svoronos; Class II—Mr. Willie L. Brown, Jr.Dr. Pizzo and Dr. Philip A. Pizzo;Ms. Yarno; and Class III—Messrs. Scott W. Morrison Deval L. Patrick and Mark L. Perry. Deval L. Patrick, a former director, resigned from the Board of Directors in November 2019.

In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the twothree Class II nominees designated below to serve until the 20202023 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified. Each nominee is currently a director. The Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors.

The biographies of our directorsdirector nominees and each director whose term will continue after the Annual Meeting and their ages as of March 31, 20172020 are set forth below.

Nominees for Director(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Nominating and Corporate Governance Committee

(4) Member of the Research and Development Committee

(5) Member of the Commercial Committee

Class II: Director Nominees

The persons listed below are nominated for election to Class II of the Board of Directors to serve a three-year term ending at the 2020 annual meeting2023 Annual Meeting of stockholdersStockholders and until their successors are elected and qualified.

The Board of Directors recommends that you vote FOR the following nominees:THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE CLASS II DIRECTOR NOMINEES BELOW.

WillieL.Brown,Jr.has served as a member of our Board of Directors since January 2015. Since January 2004, Mr. Brown has served as an attorney at law representing clients before state and local

governments. Prior to that, from January 1996 to January 2004, Mr. Brown served as the 41st mayor of San Francisco. Mr. Brown is a practicing attorney, community leader and well-respected public official who served over 31 years in the California State Assembly, spending more than 14 years as its Speaker, from 1980 to 1995. He currently serves as chairman and chief executive officer of The Willie L. Brown, Jr. Institute on Politics and Public Service, an independent,non-profit organization providing a forum fornon-partisan education, debate and discussion of public policy issues. Mr. Brown holds a degree in political science from San Francisco State University and a J.D. from University of California, Hastings College of the Law. He has received over 17 honorary degrees from prestigious institutions throughout his life. Mr. Brown’s qualifications to serve on our Board of Directors include more than 50 years of political, business andnon-profit experience.

PhilipA.Pizzo,M.D.has served as a member of our Board of Directors since September 2015. Dr. Pizzo currently serves as the David and Susan Heckerman Professor of Pediatrics and of Microbiology and Immunology at Stanford School of Medicine and is a founding director of the Stanford Distinguished Careers Institute. Since 2013, he has served on the board of directors of MRI Interventions, Inc., a publicly-traded medical device company. He previously served as Dean of the Stanford School of Medicine from 2001 to 2012, where he was also the Carl and Elizabeth Naumann Professor of Pediatrics and of Microbiology and Immunology. Before joining Stanford, he was thephysician-in-chief of Children’s Hospital in Boston and chair of the Department of Pediatrics at Harvard Medical School from 1996 to 2001. Prior to that, Dr. Pizzo was at the National Cancer Institute, eventually serving as chief of pediatrics and acting scientific director in the Division of Clinical Sciences. Dr. Pizzo is the author of more than 630 scientific articles and 16 books and monographs, has received numerous awards and honors, is a member of the InstituteNational Academy of Medicine, and serves on several international boards. Dr. Pizzo holds a B.A. from Fordham University and an M.D. from the University of Rochester, School of Medicine. Dr. Pizzo’s qualifications to serve on our Board of Directors include his leadership in academic medicine, and his work in the fields of pediatric medicine, science, education and healthcare.

Current Class II Director Not Standing forRe-Election

The following individual is retiring from the Board of Directors effective as of the Annual Meeting date and will not stand forre-election at the Annual Meeting:

MichaelW.BonneyWendy Yarno has served as a member of our Board of Directors since February 2016. Mr. BonneyDecember 2017. Ms. Yarno retired in September 2008 from Merck & Co, Inc. where she served in commercial and human resource positions of increasing seniority, most recently as Chief Marketing Officer, before she retired. Prior to this position, Ms. Yarno served as General Manager for Merck’s Cardiovascular/Metabolic United States Business Unit and as Senior Vice President, Human Resources. From 2010 to 2011, Ms. Yarno was a Partnerthe Chief Marketing Officer of Third Rock Ventures,HemoShear LLC, a leading healthcare venture firm, from January to July 2016. Prior to joining Third Rock Ventures, Mr. Bonneybiotechnology research company. Ms. Yarno currently serves on the boards of directors of the biopharmaceuticals companies Ideaya Biosciences, Inc., MyoKardia, Inc. and Inovio Pharmaceuticals, Inc. Ms. Yarno previously served as Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc. (“Cubist”) (a subsidiary of Merck & Co., Inc. as of January 2015), from June 2003 until his retirement on December 31, 2014. From January 2002 to June 2003, Mr. Bonney served as Cubist’s President and Chief Operating Officer, and from 1995 to 2001, he held various positions of increasing responsibility at Biogen,St. Jude Medical, Inc., a biopharmaceutical company. Prior to joining Biogen, Mr. Bonney held various positions of increasing responsibility in sales, marketing and strategic planning at Zeneca Pharmaceuticals. Since 2014, Mr. Bonney has been a Director of Alnylam Pharmaceuticals,Medivation, Inc., a biopharmaceutical company, where he serves on the Audit Committee,Alder Biopharmaceuticals, Inc., Aratana Biopharmaceuticals, Inc. and was elected ChairmanDurata Therapeutics, Inc. Ms. Yarno received an M.B.A. from Temple University, Fox School of the Board in December 2015. He is a Trustee of the Tekla complex of life sciences and healthcare dedicated funds, where he serves on the valuation committee and chairs the Governance Committee and the Nominating Committee. Additionally, Mr. Bonney serves as a Director and member of the Audit Committee of Celgene Corporation, Executive Chair of Magenta Therapeutics,Business, and a Director of Revolution Medicines, the Whitehead Institute for Biomedical Research, and the Gulf of Maine Research Institute, as well as Chair of the Board of Trustees of Bates College. Previously, Mr. Bonney was a Director of NPS Pharmaceuticals, Inc., a biopharmaceutical companyB.S. in business administration from 2005 until its sale to Shire plc in February 2015, where he served on several board committees. Mr. Bonney earned a B.A. in economics from Bates College. Mr. Bonney’sPortland State University. Ms. Yarno’s qualifications to serve on our Board of Directors include hisher extensive experience commercializing pharmaceutical products, and her extensive operational commercial and senior management experience, in the biopharmaceutical industry, as well as hisher experience serving on the board of directors (and certain of their key standing committees) of other companies and trade organizations within the biopharmaceutical industry.companies.

Continuing Directors

Class III: Directors Currently Serving Until the 20182021 Annual Meeting of Stockholders

ScottW.Morrison has served as a member of our Board of Directors since January 2016. From 1996 to December 2015, Mr. Morrison was a partner at Ernst & Young LLP, a public accounting firm, and served as its U.S. Life Sciences Leader since 2002. He currently serves on the board of directors of Corvus Pharmaceuticals, Inc., a biopharmaceutical company Audentes Therapeutics,and Ideaya Biosciences, Inc., a biotechnology company,company. Mr. Morrison served on the board and Symic Bio, a biopharmaceutical company.chaired the audit committee of Audentes, Inc. from December 2015 through its sale to Astellas Pharma Inc. in January 2020. Mr. Morrison has served on numerous life sciences industry boards, including the Biotechnology IndustryInnovation Organization (BIO) ECS Board, the Bay Area Bioscience Center Board (now California Life Sciences Association), the California Life Sciences Foundation and the Biotechnology Institute. Mr. Morrison holds a B.S. in Accounting and Finance from the University of California, Berkeley and is a Certified Public Accountant (inactive). Mr. Morrison’s qualifications to serve on our Board of Directors include significant accounting expertise and knowledge of the life sciences industry through his 35 year35-year career in public accounting serving public and private companies in the life sciences sector.

DevalL.Patrick has servedsector, as a memberwell as his experience serving on the board of our Boarddirectors (and certain key standing committees) of Directorsother biotechnology companies since April 2015. In April 2015, Mr. Patrick joined Bain Capital, LP, where he serves as managing director. From January 2007 to January 2015, Mr. Patrick served as the governor of Massachusetts. Prior to his tenure in government, from 2000 to 2004, Mr. Patrick served as the executive vice president and general counsel at The Coca-Cola Company. Prior to that, he served as vice president and general counsel at ChevronTexaco Corp. (previously Texaco Inc.), from 1998 to 1999. Mr. Patrick received an A.B. in English and American Literature from Harvard College and a J.D. from Harvard Law School. Mr. Patrick’s qualifications to serve on our Board of Directors include his significant experience as a business and government leader with a record of success in solving complex problems, making strategic investments, managing crises and building teams locally, nationally and internationally.

MarkL.Perryhas served as a member of our Board of Directors since April 2015. From October 2012 to October 2013, Mr. Perry served as anentrepreneur-in-residence at Third Rock Ventures. Since August 2011, he has served on various boards of companies andnon-profit organizations. In October 2004, Mr. Perry joined Aerovance, Inc., a biopharmaceutical company, as a director, and he served as president and chief executive officer of Aerovance from February 2007 to October 2011. Prior to that, Mr. Perry served as the senior business adviser of Gilead Sciences, Inc., a biopharmaceutical company, from April 2004 to February 2007 and as an executive officer from May 1994 to April 2004, during which time he served in a variety of capacities, including general counsel, chief financial officer and executive vice president of operations. Earlier in his career, from 1981 to 1994, Mr. Perry served as an attorney at Cooley LLP, and was a partner of the firm from 1987 to 1994. Mr. Perry currently serves on the board of directors of Nvidia Corporation, a visual computing company, as the lead independent director, and MyoKardia, Inc., a biopharmaceutical company.company, as thenon-executive chairman of the board. Mr. Perry received a B.A. in history from the University of California, Berkeley and a J.D. from the University of California, Davis. Mr. Perry’s qualifications to serve on our Board of Directors include more than 30 years of experience serving in professional and management positions in the biotechnology industry.industry, as well as his experience serving on the board of directors (and certain key standing committees) of other biopharmaceutical companies.

Class I: Directors Currently Serving Until the 20192022 Annual Meeting of Stockholders

TedW.Love,M.D. has served as our Chief Executive Officer and President since June 2014, and as a member of our Board of Directors since September 2013. From February 2010 to August 2012, Dr. Love served as executive vice president, research and development and technical operations of Onyx Pharmaceuticals, Inc. Prior to that, from 2001 to January 2009, he served as president, chief executive officer and chairman of Nuvelo, Inc., and previously served as senior vice president, development of Theravance, Inc., from 1998 to 2001. Previously, he spent six years at Genentech, Inc., where he held a number of senior management positions in medical affairs and product development and served as chairman of Genentech’s Product Development Committee. Dr. Love currently serves on the board of directors of Amicus Therapeutics, Inc., Oncothyreon Inc.a biotechnology company, and KaloBiosPortola Pharmaceuticals, Inc., a biopharmaceutical company. Dr. Love also currently serves on the board of directors of the Biotechnology Innovation Organization (BIO), anon-profit biotechnology trade organization. Dr. Love holds a B.A. from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and fellowship in cardiology at the

Massachusetts General Hospital. Dr. Love’s qualifications to serve on our Board of Directors include his role as our principal executive officer and more than 20 years of broad leadership and management experience in the pharmaceutical industry.

CharlesHomcy,Glenn F. Pierce, M.D. has served as a member of our Board of Directors since February 2011. In 2010, Dr. Homcy joined Third Rock Ventures, a venture capital firm, where he is now a partner. He served as president and chief executive officer of Portola Pharmaceuticals, Inc., a biopharmaceutical company (“Portola”), sinceco-founding the company in 2003 until 2010. Prior to that, Dr. Homcy served as the president of research and development at Millennium Pharmaceuticals, Inc., a biopharmaceutical company, following its acquisition of COR Therapeutics Inc. in 2002. He joined COR in 1995 as executive vice president of research and development, and he served as a director of the company from 1998 to 2002. Dr. Homcy has been a clinical professor of medicine at the University of California, San Francisco Medical School, and attending physician at the San Francisco Veterans Affairs Hospital since 1997. He was previously president of the medical research division of American Cyanamid-Lederle Laboratories, a division of Wyeth-Ayerst Laboratories. He currently serves on the board of directors of Portola and Pliant Therapeutics, Inc. Dr. Homcy holds a B.A. and an M.D. from Johns Hopkins University. Dr. Homcy is a member of the board of trustees of Johns Hopkins University. Dr. Homcy’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biotechnology companies and his scientific expertise.

GlennF.Pierce,M.D.,Ph.D. has served as a member of our Board of Directors since February 2016. In February 2016, Dr. Pierce joined Third Rock Ventures, a venture capital firm, as an independent consultant andentrepreneur-in-residence. In 2018, Dr. Pierceco-founded Ambys Medicines, a biopharmaceutical company, and currently serves as Chief Medical Officer. He also serves on the World Federation of Hemophilia (WFH) and WFH USA Board of Directors and the National Hemophilia Foundation (NHF) (US) Medical and Scientific Advisory Council. Dr. Pierce is also a director of Voyager Therapeutics, a biopharmaceutical company. Dr. Pierce retired from Biogen in 2014 as senior vice president of Hematology, Cell and Gene Therapies. He had overall R&D responsibility for hemophilia and hemoglobinopathies and served as Chief Medical Officer since joining the company in 2009. Dr. Pierce was also responsible for global medical affairs for Biogen’s portfolio from 2012 to 2014. Dr. Pierce has 30 years’ experience in biotechnology research and development, beginning at Amgen, is theco-author of more than 150 scientific papers and is a named inventor in over 15 patents. Dr. Pierce also served on the Blood Products Advisory Committee at the United States Food and Drug Administration and the Committee on Blood Safety and Availability at the United States Department of Health and Human Services. He received an M.D. and a Ph.D. in Immunology, both from Case Western Reserve University in Cleveland, Ohio and did his postgraduate training in pathology and hematology research at Washington University in St. Louis, Missouri. Dr. Pierce’s qualifications to serve on our Board of Directors include nearly 30 years of experience in leading biotechnology research and development in small, large, public and private biotechnology and biopharmaceutical firms.

Dawn Svoronos has served as a member of our Board of Directors since December 2018. Ms. Svoronos has more than 30 years of experience in the biopharmaceutical industry, including extensive commercial work with the multinational pharmaceutical company Merck & Co. Inc., where she held roles of increasing seniority over nearly 25 years of service. Prior to her retirement from Merck in 2011, Ms. Svoronos most recently served as President of Merck in Europe/Canada from 2009 to 2011, President of Merck in Canada from 2006 to 2009 and Vice-President of Merck for Asia Pacific from 2005 to 2006. Ms. Svoronos currently serves on the boards of directors of the following public companies: PTC Therapeutics, Inc., Xenon Pharmaceuticals, Inc. and Theratechnologies Inc. Previously, Ms. Svoronos served on the board of directors of Medivation Inc., from 2013 until its acquisition in 2016, and on the board of directors of Endocyte, Inc., from May 2018 until its acquisition in December 2018. Ms. Svoronos holds a B.A. from Carleton University in Ottawa, Canada. Ms. Svoronos’ qualifications to serve on our Board of Directors include her extensive experience in the global commercialization of pharmaceutical products, including her substantial international commercial experience as well as her leadership experience and her service on the boards of directors of other public companies.

CORPORATE GOVERNANCE

Board of Directors’ Role in Risk Management

Risk is inherent with 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, developmentcommercialization activities, research and commercialization activities,development, clinical and regulatory matters, operations and intellectual property. Management is responsible for theday-to-day 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.

The role of our Board of Directors in overseeing the management of our risks is conducted primarily through committees of the Board of Directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. For example, the Compensation Committee assesses risks created by the incentives inherent in our compensation programs, policies and practices. The full Board of Directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on our company, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman

of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next board meeting. This enables our Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with ourpay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on the Company.

Board of Directors and Committees of the Board

During 2016,2019, the Board of Directors held a total of sixfive meetings. All directors attended at least 75% of the totalaggregate of the number of Board meetings except that Dr. Homcy attended four ofand the six meetings, and all directors attended at least 75% of the total number of meetings of Board committees on which theeach such director served during the time heeach such director served on the Board or such committees.

Our Board of Directors has determined that all of our directors, except for Dr. Love, are independent, as determined in accordance with the rules of The NASDAQNasdaq Stock Market (“NASDAQ”)LLC, or NASDAQ, and the SEC. In making such independence determination, the Board of Directors considered the relationships that eachnon-employee director has with us and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by eachnon-employee director. In considering the independence of the directors listed above, our Board of Directors also 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.

The Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee and Research and Development Committee. Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is composed entirely of independent directors in accordance with current NASDAQ listing standards. Furthermore, our Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and related rulemaking of the SEC. Copies of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters and our corporate governance guidelines are available, free of charge, on our website at http://www.globalbloodtx.com, under the “Investors & Media/Corporate Governance” link.www.gbt.com.

The Board of Directors also has a standing Research and Development Committee and Commercial Committee, which are advisory committees.

Audit Committee

Mr.Messrs. Morrison Mr. Patrick and Mr. Perry and Ms. Svoronos currently serve on the Audit Committee, which is chaired by Mr. Morrison. Our Board of Directors has determined that each of Mr. Morrison and Mr. Perry is an “Audit Committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include:

Pursuant to its charter, the Compensation Committee has the authority to retainengage compensation consultants to assist in its evaluation of executive andnon-employee director compensation. TheFor 2019, the Compensation Committee engaged Compensia, Inc. (“Compensia”) and Arnosti, Inc. (“Arnosti”), a national compensation consulting firm, or Compensia, as a compensation consultants in 2016. The Compensation Committee instructed the consultantsconsultant to, among other things, develop a peer group of companies to assess the competitiveness of theour executive, equity and Board of Directorsnon-employee director compensation programs, and to review the Company’sour equity compensation program and broader equity practices. Our Compensation Committee plans to retainengage one or more third-party compensation advisors to provide similar information and advice in future years for consideration in establishing overall compensation for the Company’sour executives andnon-employee directors. We do not believe the retention of, and the work performed by, Compensia and Arnosti creates any conflict of interest. See “Executive Compensation-Compensation Discussion and Analysis-Governance of Executive Compensation Program—Role of Compensation Consultant” below for more information.

During 2016, Mr.2019, Messrs. Perry Mr. Bonney, Mr. Patrick and Dr. HomcyMorrison and Ms. Yarno served on the Compensation Committee and the Committee held seven meetings. Effective as of March 10, 2016, Mr. Bonney was appointed asDeval L. Patrick, a member offormer director who resigned in November 2019, also served on the Compensation Committee and Dr. Homcy resigned as a member of the Compensation Committee.from January 2019 to November 2019.

Nominating and Corporate Governance Committee

Mr. Brown, Mr. BonneyDr. Pizzo and Dr. PizzoMs. Yarno currently serve on the Nominating and Corporate Governance Committee, which is chaired by Mr. Brown. The Nominating and Corporate Governance Committee’s responsibilities include:

During 2016,2019, Mr. Brown, Mr. Bonney, Dr. Homcy and Dr. Pizzo and Ms. Yarno served on the Nominating and Corporate Governance Committee and the Committee held one meeting. Effective as of March 10, 2016, Mr. Bonney was appointed as a member of the Nominating and Corporate Governance Committee, and Dr. Homcy resigned as a member of the Nominating and Corporate Governance Committee.two meetings.

Research and Development Committee (Advisory)

Our Board of Directors formed a Research and Development Committee in March 2016. Dr.Drs. Pierce Dr. Homcy and Dr. Pizzo currently serve on the Research and Development Committee, which is chaired by Dr. Pierce. The Research and Development Committee’s responsibilities include:

product lifecycle.

During 2016, Dr. Pierce, Dr. Homcy and Dr. Pizzo served on the Research and Development Committee and the Committee held two meetings.

Board Leadership

We do not currently have a Chairman of the Board, but we have appointed Mark L.Mr. Perry to serve as our lead independent director. We believe that the appointment of a lead independent director allows our Chief Executive Officer to focus on ourday-to-day business, while allowing the lead independent director to lead our 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 lead independent director, particularly as our Board of Directors’ oversight responsibilities continue to grow.

While our Bylaws and corporate governance guidelines do not require that we appoint a separate Chairman of the Board or lead independent director and Chief Executive Officer, our Board of Directors believes that having a Chief Executive Officer and a separate designated lead independent director is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Our separated lead independent director and Chief Executive Officer positions are augmented by the independence of eightseven of our nineeight directors, and our entirely independent Board committees that provide appropriate oversight in the areas described above. At executive sessions of independent directors, these directors speak candidly on any matter of interest, without the Chief Executive Officer or other executives present. The independent directors met four times in 20162019 without management present. We believe this structure provides consistent and effective oversight of our management and the Company.

Director Nominations

The director qualifications developed to date focus on what our Board believes to be essential competencies to effectively serve on the Board of Directors. The Nominating and Corporate Governance Committee reassesses such criteria from time to time and submits any proposed changes to the Board of

Directors for approval. Presently, at a minimum, the Nominating and Corporate Governance Committee must be satisfied that each nominee it recommends (i) has experience at a strategic or policymaking level in a business, government,non-profit or academic organization of high standing, (ii) is highly accomplished in his or her respective field, with superior credentials and recognition, (iii) is well regarded in the community and has a long-term reputation for high ethicalthe highest personal and moral standards,professional integrity, (iv) has sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards of directors on which such nominee may serve, and (v) to the extent such nominee serves or has previously served on other boards, the nominee has a demonstrated history of actively contributing at board meetings.meetings, and (vi) will be effective, collectively with other members of and/or candidates for our Board of Directors, in serving the long-term interests of our stockholders.

In addition to those minimum qualifications, the Nominating and Corporate Governance Committee recommends that our Board of Directors select persons for nomination to help ensure that:

In addition to other standards the Nominating and Corporate Governance Committee may deem appropriate from time to time for the overall structure and compensation of the Board of Directors, the Nominating and Corporate Governance Committee may consider the following factors when recommending that our Board select persons for nomination:

Although we have no formal policy regarding board diversity, we and our Board of Directors believe that corporate board diversity, including gender, racial and ethnic diversity, can provide a more effective and dynamic Board of Directors that can better mitigate risk and enhance long-term performance for stockholders. Accordingly, the Nominating and Corporate Governance Committee may considerconsiders whether nominees assist in achieving a mix of Board members that represents a diversity of background and experience, which is not only limited to race, gender or national origin, we have no formal policy regarding board diversity.experience.

The Nominating and Corporate Governance Committee adheres to the following process for identifying and evaluating nominees for the Board of Directors. First, it solicits recommendations for nominees fromnon-management directors, our Chief Executive Officer, other executive officers, third-party search firms or any other source it deems appropriate. The Nominating and Corporate Governance Committee then reviews and evaluates the qualifications of proposed nominees and conducts inquiries it deems appropriate; all proposed nominees are evaluated in the same manner, regardless of who initially recommended such nominee. In reviewing and evaluating proposed nominees, the Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by our Board from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed nominee, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board.

If the Nominating and Corporate Governance Committee decides to retain a third-party search firm to identify proposed nominees, it has sole authority to retain and terminate such firm and to approve any such firm’s fees and other retention terms.

Each nominee for election as director at the 2017 Annual Meeting is recommended by the Nominating and Corporate Governance Committee and is presently a director and stands forre-election by the stockholders.

One of our current Class II directors, Michael W. Bonney, will not stand forre-election at the Annual Meeting. From time to time, the Companywe may pay fees to third-party search firms to assist in identifying and evaluating potential nominees, although no such fees have been paid in connection with nominations to be acted upon at the 2017 Annual Meeting.

Pursuant to our Bylaws, stockholders who wish to nominate persons for election to the Board of Directors at an annual meeting must be a stockholder of record at the time of giving the notice, entitled to vote at the meeting, present (in person or by proxy) at the meeting and must comply with the notice procedures in our Bylaws. A stockholder’s notice of nomination to be made at an annual meeting must be delivered to our principal executive offices not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual meeting. However, if an annual meeting is more than 30 days before or more than 60 days after such anniversary date, the notice must be delivered no later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which the first public announcement of the date of such annual meeting was made. A stockholder’s notice of nomination may not be made at a special meeting unless such special meeting is held in lieu of an annual meeting. The stockholder’s notice must include the following information for the person making the nomination:

With respect to proposed director nominees, the stockholder’s notice must include all information required to be disclosed in a proxy statement in connection with a contested election of directors or otherwise required pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

For matters other than the election of directors, the stockholder’s notice must also include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of the stockholder(s) proposing the business.

The stockholder’s notice must be updated and supplemented, if necessary, so that the information required to be provided in the notice is true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting.

The Board of Directors, a designated committee thereof or the chairman of the meeting will determine if the procedures in our Bylaws have been followed, and if not, declare that the proposal or nomination be disregarded. The nominee must be willing to provide any other information reasonably requested by the Nominating and Corporate Governance Committee in connection with its evaluation of the nominee’s independence. There have been no material changes to the process by which stockholders may recommend nominees to our Board of Directors.

Stockholder Communications with the Board of Directors

Stockholders may send correspondence to the Board of Directors c/o the lead independent director of the Board at our principal executive offices at the address set forth above. The CompanyWe will forward all correspondence addressed to the Board or any individual Board member. Stockholders may also communicate online with our Board of Directors as a group by accessing our website (www.globalbloodtx.com)at http://www.gbt.com and selecting “IR Contact” under the “Investors & Media”Investors tab.

Director Attendance at Annual Meetings

Directors are encouraged to attend the Annual Meeting. Sixour annual meetings of stockholders, and seven of our directors attended the 20162019 Annual Meeting of Stockholders.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is, or has at any time during the past fiscal year been, an officer or employee of the Company or had any relationship requiring disclosure under Item 404 ofRegulation S-K. None of the members of the Compensation Committee has formerly been an officer of the Company. None of our executive officers serve, or in the past fiscal year, have served as a member of the Board of Directors or Compensation Committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

NON-EMPLOYEE DIRECTOR COMPENSATION

TheNon-EmployeeDirector Compensation

In July 2015, Policy, or Director Compensation Policy, adopted by our Board of Directors adopted anon-employee director compensation policy, which became effective upon the completion of our initial public offering in August 2015. The policy is designed to provide a total compensation package, including cash, stock options and restricted stock units, or RSUs, that enablesis competitive in the market to enable us to attract and retain, on a long-term basis, high-calibernon-employee directors. This policy was subsequently amended by our Board of Directors on September 8, 2016. Under this policy,

In 2019, the Director Compensation Policy provided that allnon-employee directors are paidwould receive cash compensation for service on the Board of Directors and committees of the Board of Directors as set forth below, prorated based on days of service during a calendar year.

The Compensation Committee and Board of Directors reviewnon-employee director compensation and the Director Compensation Policy on an annual basis, most recently in March 2020. In addition underto the policy,cash retainer amounts described above, the Director Compensation Policy for 2019 also provided that each newnon-employee director who iswas initially appointed or elected to our Board of Directors willwould receive ana stock option grant to purchase up to 30,00015,000 shares of common stock which willand 9,600 RSUs. The initial grant of stock options would vest in equal monthly installments during the 36 months following the grant date, subject to the director’s continued service on our Board of Directors. The initial grant of RSUs would vest in equal annual installments during the three years following the grant date, subject to the director’s continued service on our Board of Directors. Thereafter, on the date of each annual meeting of stockholders, each continuingnon-employee director willwould be eligible to receive an annual stock option grant to purchase up to 15,0007,500 shares of common stock which willand 4,800 RSUs. The annual grant of stock options would vest in equal monthly installments during the 12 months following the grant date, subject to the director’s continued service on our Board of Directors. The annual grant of RSUs would vest in a single installment on the first anniversary of the grant date, subject to the director’s continued service on our Board of Directors. All stock options and RSUs granted to ournon-employee directors

pursuant to this policythe Director Compensation Policy are subject to full acceleration of vesting upon the consummation of a sale event.“Sale Event,” as defined in the 2015 Stock Option and Incentive Plan, or 2015 Plan. Ournon-employee directors maycould also be granted such additional stock options and RSUs in such amounts and on such dates as our Board of Directors may recommend.recommended. All of the foregoing stock options willwould be granted with ana per share exercise price equal to the fair market value of a share of our common stock on the date of grant and willwould be exercisable (to the extent vested) for up to one year following cessation of the director’s service on our Board of Directors, so long as the director was not removed for cause.

We have also agreed to reimburse all reasonableout-of-pocket expenses incurred bynon-employee directors in attending Board and committee meetings.

Stock Ownership Policy

In March 2020, we adopted a stock ownership policy for ournon-employee directors, which requires each director to acquire and hold a number of shares of our common stock equal in value to at least three times his or her applicable annual cash retainer for regular service on our Board of Directors, excluding any annual cash retainers paid for committee service, until such director’s service on the Board of Directors ceases. We only count directly and beneficially owned shares, including, with respect tonon-employee directors, 50% of shares underlying vested and unexercisedin-the-money stock options. Eachnon-employee director has until the later of April 1, 2025, or the Initial Determination Date, or the April 1^st in the year that is the fifth anniversary of his or her initial election to our Board of Directors, to attain the required ownership level. Once a director satisfies his or her stock ownership requirement, the director must continue to satisfy such stock ownership requirement as assessed on each April 1^st thereafter, or Determination Date. If a director fails to satisfy such stock ownership requirement as of any Determination Date (including the Initial Determination Date, as applicable), then such director shall be required to come into compliance with his or her applicable stock ownership requirement within two years following the Determination Date on which he or she failed to satisfy such stock ownership requirement.

2019 Director Compensation Table—2016Table

The following table below sets forth information with respect to the compensation earnedreceived by ournon-employee directors during the fiscal year ended December 31, 2016.2019. Dr. Love does not receive

compensation for service on the Board of Directors and the compensation paid to Dr. Love as an employee of the Company is set forth under the heading “Compensation of Executive Officers—“Executive Compensation—2019 Summary Compensation Table” below.

PROPOSAL 2

NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE

OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, added Section 14A to the Securities Exchange Act of 1934, as amended, which requires that we provide our stockholders with the opportunity to vote to approve, on anon-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement, commonly known as a“Say-on-Pay” vote. Stockholders may also abstain from voting. ThisSay-on-Pay vote is not intended to address any specific element of the compensation of our named executive officers, but rather the overall executive compensation of our named executive officers and our overall executive compensation program, philosophy and practices as described in this Proxy Statement.

As described in this Proxy Statement, we believe the compensation of our named executive officers and our executive compensation program, philosophy and practices are appropriate, and enable us to attract, motivate and retaintop-performing executive officers, including our named executive officers, while aligning the long-term interests of our executive officers with the long-term interests of our stockholders. Accordingly, we ask our stockholders to approve, on anon-binding, advisory basis, the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

Required Vote

The two (2) nominees receivingapproval of this advisorynon-binding proposal requires the highest numberaffirmative vote of affirmative votesa majority of all the votes properly cast shall be elected as Class II directors to serve untilvoting power of the 2020shares of our common stock present virtually or by proxy at the Annual Meeting of Stockholders or until their successorsand entitled to vote thereon. Abstentions and brokernon-votes will have been duly elected and qualified.no effect on this proposal.

Recommendation ofThisSay-on-Pay vote is advisory; therefore, it is not binding on the Board of Directors

TheCompany, our Board of Directors recommends thator our Compensation Committee. However, our Board of Directors and our Compensation Committee will consider the stockholdersresult of this year’s vote FORin reviewing and determining the electioncompensation of our named executive officers in the two (2) Class II nominees listed above.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE, ON ANON-BINDING, ADVISORY BASIS,

PROPOSAL 2“FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL 3

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP as the Company’sour independent registered public accounting firm for 2017.2020. Representatives of KPMG LLP will attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

The Company’sOur organizational documents do not require that the stockholders ratify the selection of KPMG LLP as the Company’sour independent registered public accounting firm, and stockholder ratification is not binding on the Company, the Board or the Audit Committee. The Company requestsWe request such ratification, however, as a matter of good corporate practice. The ratification of the selection of KPMG LLP requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. Our Board, including our Audit Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the ratification of the selection of KPMG LLP as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns, although the Audit Committee, in its discretion, may still retain KPMG LLP.

The following table shows information about fees billed to the Company by KPMG LLP for the fiscal years ended December 31, 20162019 and 2015:2018

Audit CommitteePre-Approval Policies

The Audit Committee is directly responsible for the appointment, retention and termination, and for determining the compensation, of the Company’sour independent registered public accounting firm. The Audit Committee shallpre-approve all auditing services and the terms thereof andnon-audit services (other thannon-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board), except thatpre-approval is not required for the provision ofnon-audit services if the “de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. The Audit Committee may delegate to the chairperson of the Audit Committee the authority to grantpre-approvals for audit andnon-audit services, provided such approvals are presented to the Audit Committee at its next scheduled meeting. All services provided by KPMG LLP during fiscal years 20162019 and 2015 (following our initial public offering)2018 werepre-approved by the Audit Committee in accordance with thepre-approval policy described above.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION

OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC

Required VoteACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2020.

AUDIT COMMITTEE REPORT

The following Audit Committee Report is not considered proxy solicitation material and is not deemed filed with the Securities and Exchange Commission. Notwithstanding anything to the contrary set forth in any of our filings made under the Securities Act of 1933 or the Exchange Act that might incorporate our filings under those statutes, the Audit Committee Report shall not be incorporated by reference into any of our prior filings or into any of our future filings under those statutes.

The ratificationAudit Committee of the Board of Directors, or Audit Committee, has furnished this report concerning the independent audit of the Company’s financial statements. Each member of the Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and rulemaking of the Securities and Exchange Commission, or SEC, and the NASDAQ Stock Market regulations. A copy of the Audit Committee Charter is available on the Company’s website at http://www.gbt.com.

The Audit Committee’s responsibilities include assisting the Board of Directors regarding the oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the independent registered public accounting firm.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the Company’s financial statements for the fiscal year ended December 31, 2019, with the Company’s management and KPMG LLP. In addition, the Audit Committee has discussed with management, and with KPMG LLP, with and without management present, their evaluation of the Company’s internal controls over financial reporting and overall quality of the Company’s financial reporting. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by the Public Company Accounting Oversight Board and the SEC. The Audit Committee also received the written disclosures and the letter from KPMG LLP required by the Public Company Accounting Oversight Board Rule 3526 and the Audit Committee discussed the independence of KPMG LLP with that firm.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in the Company’s Annual Report for the fiscal year ended December 31, 2019.

The Audit Committee and the Board of Directors have recommended the selection of KPMG LLP requiresas the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting (meaning the number of shares voted “for” the proposal must exceed the number of shares voted “against” the proposal). Abstentions are not considered votes cast for the foregoing purpose, and will have no effect on the vote for this proposal.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of KPMG LLP as theCompany’s independent registered public accounting firm offor the Company for its fiscal year ending December 31, 2017.

AUDIT COMMITTEE

SCOTT W. MORRISON, CHAIRMAN

MARK L. PERRY

DAWN SVORONOS

EXECUTIVE OFFICERS

The names of thetable below sets forth certain information regarding our executive officers of the Company, their ages as of March 31, 2017, and certain other information about them are set forth below (unless set forth elsewhere in this Proxy Statement).2020.

Tricia Suvari, Esq.

Executive Officers

The biographies of our executive officers, other than Dr. Love, whose biography is set forth above, appear below.

JeffreyFarrow has served as our Chief Financial Officer since April 2016. Mr. Farrow previously served as chief financial officer of ZS Pharma, Inc., a biopharmaceutical company, which was acquired by AstraZeneca in December 2015. Prior to ZS Pharma, he served as the chief financial officer at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, from July 2010 until May 2015 where he was part of the team responsible for the successful regulatory approval and commercial launch of RAVICTI^® for the treatment of urea cycle disorders. He previously served as vice president of finance at Evotec AG, a drug discovery and development company. Prior to Evotec, Mr. Farrow served as vice president of finance and chief accounting officer at Renovis, Inc., a drug discovery and development company, which was acquired by Evotec AG. Earlier in his career, Mr. Farrow spent seven years working in the audit practice of KPMG LLP. Mr. Farrow holds a B.A. in business administration with a concentration in corporate finance from California State University at Fullerton and is a certified public accountant (inactive).

TriciaSuvari,Esq,Brian Cathers, Ph.D. has served as our Chief LegalScientific Officer since October 2016. From May 2000 until June 2009, Ms. SuvariFebruary 2019. Dr. Cathers previously served in several senior rolesas executive director and head of drug discovery at CV Therapeutics, Inc., a biopharmaceutical company (acquired by Gilead Sciences, Inc. in 2009), ultimatelyCelgene Corporation, or Celgene, from November 2015 to February 2019, and as senior vice president, general counseldirector of biochemistry and chief compliance officer of CV Therapeutics.structural biology at Celgene from October 2013 to November 2015. At Celegene, Dr. Cathers’ teams produced eight new development candidates and advanced five investigational drugs into clinical testing. Prior to CV Therapeutics, from May 1991 until May 2000, shejoining Celgene, Dr. Cathers served as corporate counselsenior group leader and director at Genentech,NewBiotics, Inc., in increasingly senior roles. From February 2012 until July 2016, Ms. Suvari served as a vice president and general counsel at thenon-profit Peninsula Open Space Trust, and from early 2011August 2000 to February 2012 she2004, where he oversaw enzymology and biophysical chemistry research, and was part of small team that developed a colorectal cancer drug from basic research to clinical testing. Prior to joining NewBiotics, he served as an independent consultant supporting biopharmaceutical companies. Ms. Suvari earned her Bachelor of Sciences degreeenzymologist at Axys Pharmaceuticals. Dr. Cathers holds a B.S. in Geology and Geophysicschemistry from YaleEmporia State University and her J.D. degreean M.S. and Ph.D. in medicinal chemistry from Harvard Law School.the University of Kansas.

JungE.Choi has served as our Chief Business and Strategy Officer since April 2015. From April 2014 to March 2015, Ms. Choi served as senior vice president, corporate development for InterMune, Inc., a biotechnology company (acquired by Roche Holding AG in 2014), and served as an adviser on strategy and business development to InterMune from March 2013 to April 2014. Prior to joining InterMune, from February 2011 to March 2013, Ms. Choi led corporate and business development for Chimerix, Inc., a biopharmaceutical company, as a consultant and senior vice president, corporate development. Prior to that, from August 2001 to

August 2010, Ms. Choi held various management positions at Gilead Sciences, Inc., a biopharmaceutical company, including leadership of business development, licensing, and mergers and acquisition activities. During

her tenure at Gilead Sciences, Ms. Choi built and oversaw the corporate development group, and led the U.S. commercial launch of Hepsera^® for the treatment of the hepatitis B virus. Ms. Choi holds a B.A. in human biology and an M.B.A. from Stanford University.

HingEric Fink was appointed our Chief Human Resources Officer in August 2019. Prior to joining us, from 2010 until July 2019, he most recently served as Vice President, Human Resources, at Jazz Pharmaceuticals, a global biopharmaceutical company. While there, he held a variety of human resource senior leadership positions to develop human capital and organizational development strategies and scale the global HR operating model to better serve the expanding business. From 2008 to 2009, he held a leadership position in the sales training organization at Bayer Healthcare, a multinational pharmaceutical and life sciences company. From 1999 to 2008, he held various roles at GlaxoSmithKline, a global healthcare company, across a wide spectrum of the U.S. commercial function, including Sales, Sales Training, Commercial Analytics, and Sales Management. He received a B.S. in Biology from Pennsylvania State University and an M.S. in Organizational Leadership from Mercyhurst University.

Sham,Ph.D.David L. Johnson has served as our Chief Commercial Officer since March 2018. From October 2003 until February 2018, Mr. Johnson served in roles of increasing responsibility in the commercial organization at Gilead Sciences, Inc., a biopharmaceutical company, ultimately as vice president, sales and marketing, for Gilead’s Liver Disease Business Unit. At Gilead, Mr. Johnson was responsible for the commercial launch of Gilead’s hepatitis C treatments Sovaldi^®, Harvoni^®, Epclusa^® and Vosevi^®, hepatitis B treatment Vemlidy^®, and HIV treatments Complera^® and Stribild^®. Prior to Gilead, from April 1992 to September 2003, Mr. Johnson served in various roles in sales, product marketing, business development, global commercial strategy and portfolio development at GlaxoSmithKline PLC, a British pharmaceutical company. Mr. Johnson holds a B.A. in business marketing from the University of Puget Sound and an M.B.A. from the Kenan-Flagler Business School at the University of North Carolina.

Tricia Suvari, Esq., has served as our Chief Legal Officer since October 2016. From 2000 until 2009, Ms. Suvari served in several senior roles at CV Therapeutics, Inc., a biopharmaceutical company (acquired by Gilead Sciences, Inc. in 2009), ultimately as senior vice president, general counsel and chief compliance officer. Prior to CV Therapeutics, from 1991 until 2000, she served as corporate counsel at Genentech, Inc., in increasingly senior roles. From February 2012 until July 2016, Ms. Suvari served as a vice president and general counsel at thenon-profit Peninsula Open Space Trust, and from early 2011 to February 2012 she served as an independent consultant to biopharmaceutical companies. Ms. Suvari earned her Bachelor of Sciences degree in Geology and Geophysics from Yale University and her J.D. degree from Harvard Law School.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, describes our executive compensation program and the 2019 compensation for: (i) each individual who served as our principal executive officer during 2019; (ii) each individual who served as our principal financial officer during 2019 and (iii) our three most highly compensated executive officers during 2019 other than the individuals set forth above in clauses (i) and (ii), all of whom we refer to collectively as our named executive officers, or NEOs. This CD&A should be read with the compensation tables and related disclosures for our NEOs.

Our NEOs for 2019 were as follows:

Management Changes in 2019 and 2020

We hired Dr. Cathers in February 2019.

On September 17, 2019, our Board of Directors appointed Dr. Lehrer-Graiwer as our Chief Medical Officer, effective October 1, 2019. Prior to his appointment as our Chief Medical Officer, Dr. Lehrer Graiwer served as our Senior Vice President, Research, since May 2016. He was Senior Vice President, Chemistry,Clinical Development. In February 2020, Dr. Lehrer-Graiwer resigned from July 2014 tohis employment with our company, effective April 2016. Most recently, from January 2013 to July 2014, Dr. Sham served as head of research and development at iOneWorldHealth/Path.org (PATH), anon-profit pharmaceutical development organization. Prior to that, from September 2006 to November 2012, he served as senior vice president of research and head of chemical sciences at Elan Pharmaceuticals, Inc.,17, 2020.

Overview

We are a biopharmaceutical company where he led the chemistry team indedicated to the discovery, development and delivery of two clinical candidateslife-changing treatments that provide hope to underserved patient communities. Founded in 2011, we are delivering on our goal to transform the treatment and care of sickle cell disease, or SCD, a lifelong, devastating inherited blood disorder that is marked by red blood cell destruction and occluded blood flow and hypoxia, leading to anemia, stroke, multi-organ failure, severe pain crises, and shortened patient life span. Notably, 2019 was a pivotal year in our corporate history as we became a commercial-stage company with a marketed drug.

In late November 2019, we received U.S. Food and Drug Administration, or FDA, accelerated approval for our first product, Oxbryta^® (voxelotor) tablets for the treatment of Alzheimer’s disease. From July 1983SCD in adults and children 12 years of age and older. Oxbryta, an oral therapy taken once daily, is the firstFDA-approved treatment that directly inhibits sickle hemoglobin polymerization, an underlying cause of SCD. This FDA approval was three months ahead of the FDA’s Prescription Drug User Fee Act, or PDUFA, target action date of February 26, 2020, and we began to August 2006, Dr. Sham worked at Abbott Laboratories Inc., a global healthcare company, where hemake Oxbryta available to patients through our specialty pharmacy partner network in early December 2019.

We are conducting and his team discoveredplan to conduct additional studies of Oxbryta, including our Phase 2a HOPE-KIDS 1 Study (an open-label, single- and advanced 10 clinical candidates spanning cardiovascular disease, HIV, oncologymultiple-dose Phase 2a study that is evaluating the safety, tolerability, pharmacokinetics and diabetes. His24-year tenure at Abbott Laboratories culminatedexploratory treatment effect of Oxbryta in his appointmentpediatric patients aged four to 17 years with SCD) and, as a distinguishedcondition of accelerated approval, our Phase 3 HOPE-KIDS 2 Study (a post-approval

confirmatory study we initiated in December 2019 that is using transcranial Doppler, or TCD, flow velocity to seek to demonstrate a decrease in stroke risk in children two to 15 years of age). We also expect to conduct additional clinical studies of Oxbryta, including to seek to expand the potential approved product label into younger pediatric populations.

Beyond Oxbryta, we are also engaged in other research fellowand development activities. For example, we are advancing our SCD pipeline with inclacumab, ap-selectin inhibitor in global pharmaceutical discovery. Dr. Shamdevelopment to address pain crises associated with the disease. In addition, our drug discovery team is working on new targets to develop the next generation of treatments for SCD.

As part of those efforts, we regularly evaluate opportunities toco-inventorin-license, of Norvir^®acquire or invest in new business, technology or assets or engage in related discussions with other business entities. In December 2019, we entered into a license and collaboration agreement, or the primary inventor of Kaletra^®, Abbott Laboratories’ first and second-generation HIV protease inhibitors approved for the treatment of HIV. Dr. Sham has published more than 180 scientific articles in peer-reviewed journals and is a named inventor on 81 issued U.S. patents. Dr. Sham was named Hero of Chemistry by the American Chemical Society in 2003. Dr. Sham holds a Ph.D. in synthetic organic chemistry from the University of Hawaii and completed his post-doctoral training in the department of chemistry at Indiana University.

PeterRadovich has served as our Senior Vice President, Operations, since September 2016, and was our Vice President, Program Leadership and Business Strategy from November 2014 to August 2016. Prior to that, in September 2006, he joined OnyxSyros Collaboration, with Syros Pharmaceuticals, Inc., a biopharmaceutical company (acquired by Amgen, Inc.),or Syros, to discover, develop and served as vice president,commercialize novel therapies for SCD and beta thalassemia.

Corporate Performance Highlights

Our executive compensation program leadership from February 2014seeks to November 2014incentivize and as senior director from August 2011 to February 2014, during which time he led the company’s global, cross-functional product team responsible for the development and commercializationreward strong corporate performance. Highlights of Kyprolis^®. Prior to joining Onyx, from 2004 to 2006, Mr. Radovich was at Chiron Corporation, a biopharmaceutical company (now Novartis AG) in product marketing supporting Proleukin^®(interleukin-2) in multiple oncology indications. Mr. Radovich holds a B.A. in biology and chemistry from Texas Christian University and an M.B.A. from Washington University in St. Louis.

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table presents information regarding the total compensation earned by each individual who served as our chief executive officer at any time during the fiscal year ended December 31, 2016, our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2016 and one individual who would have been included as one of the most highly compensated executive officers except that she was no longer serving as an executive officer at the end of 2016. We refer to these officers in this Proxy Statement as our named executive officers. The following table also sets2019 corporate performance are set forth information regarding total compensation awarded to, earned by and paid to each of these named executive officers during the fiscal year ending December 31, 2015, to the extent they were named executive officers in 2015.below.

Executive Compensation Philosophy

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary goals:

Executive Compensation Program Design

Our executive compensation program is designed to be reasonable and competitive, and balance our goal of attracting, motivating, rewarding and retainingtop-performing senior executives with our goal of aligning their interests with those of our stockholders. The Compensation Committee annually evaluates our executive compensation program to ensure that it is consistent with our short- and long-term goals and the dynamic nature of our business.

Our executive compensation program consists of a mix of compensation elements that balance achievement of our short-term goals with our long-term performance. We provide short-term incentive compensation opportunities in the form of annual cash bonuses, which focus on our achievement of annual corporate goals. We also provide long-term incentive compensation opportunities in the form of equity awards, including both stock options and restricted stock units, or RSUs, which focus on our long-term performance.

We believe that stock options provide a strong reward for growth in the market price of our common stock because their entire value depends on future stock price appreciation. We believe RSUs also reward growth in the market price of our common stock because they derive additional value from future stock price appreciation, and they are less dilutive to our stockholders because they require fewer shares than stock options. In addition, we believe that the multi-year vesting requirements applicable to both stock options and RSUs encourage retention because our senior executives are incentivized to remain employed through the vesting period.

Our executive compensation program is also designed to incorporate sound practices for compensation governance. Below we summarize such practices.

What We Do:

What We Don’t Do:

(6)	Ms. Suvari joined us in October 2016, and the amount reported in the salary column reflects her partial year of service with us. In addition, Ms. Suvari was paid aone-time cash bonus on January 31, 2017, which we deemed to be compensation earned in 2017 and is not included in the table above.

(7)

Dr. Ramos’ employment with the Company ended effective October 24, 2016. We entered into a Termination Letter Agreement with Dr. Ramos, effective November 7, 2016, which provided for the payment of cash severance, the continuation of certain benefits, and accelerated vesting for certain of Dr. Ramos’ outstanding stock options. See “Termination Agreement with Eleanor L. Ramos, M.D.”, below, for further details.

(8)

Includes (a) $165,755 representing the expense recognized by the Company resulting from the modification of 9,286 performance-based stock options awarded to Dr. Ramos and (b) $947,634 resulting from the acceleration of options to purchase an aggregate of 54,999 shares pursuant to the Termination Letter Agreement.

(9)	Represents cash severance and benefits continuation paid or payable pursuant to the Termination Letter Agreement.

BaseSalaries.

At our 2019 Annual Meeting of Stockholders, we held anon-binding, advisory vote on the compensation of our NEOs (a“Say-on-Pay” vote) and approximately 97% of the votes cast approved our executive compensation program for 2018. Our Board of Directors and Compensation Committee consider the result of theSay-on-Pay vote in determining the compensation of our executive officers. Based on the strong level of support for our executive compensation program demonstrated by the result of last year’sSay-on-Pay vote, among other factors, the Board of Directors and the Compensation Committee determined not to implement significant changes to our executive compensation program for 2019.

The Board of Directors and the Compensation Committee will continue to consider the result of theSay-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future because we value the opinions of our stockholders. In addition, consistent with the recommendation of our Board of Directors and the preference of our stockholders as reflected in thenon-binding, advisory vote on the frequency of futureSay-on-Pay votes held at our 2018 Annual Meeting of Stockholders, we intend to hold an annualSay-on-Pay vote. Our nextSay-on-Pay vote will be held at the Annual Meeting.

Role of the Compensation Committee and the Board of Directors

The Compensation Committee discharges many of the responsibilities of our Board of Directors relating to the compensation of our executive officers, including our NEOs. The Compensation Committee oversees and evaluates our compensation and benefits policies generally, and the compensation plans, policies and practices applicable to our CEO and other executive officers. As described below, the Compensation Committee retains a compensation consultant to provide support in its review and assessment of our executive compensation program.

In addition, during 2019, pursuant to our Amended and Restated Equity Award Grant Policy, or Equity Award Grant Policy, the Compensation Committee delegated to our CEO the authority to approve grants of equity awards, subject to certain parameters, under the 2015 Plan and any other equity compensation plan that the Compensation Committee or the Board may determine to be subject to the policy, excluding our 2017 Inducement Equity Plan, or 2017 Inducement Plan. In January 2020, our Compensation Committee further amended and restated the Equity Award Grant Policy to provide for the delegation of such authority to a committee comprised of our CEO and at least one other executive officer, and such committee is currently comprised of our CEO and our Chief Human Resources Officer. See “Other Compensation Policies and Practices—Equity Award Grant Policy.”

At the beginning of the year, the Compensation Committee reviews and approves the primary elements of compensation—base salary increases, annual cash bonuses, and annual equity awards—for our CEO, and for all individuals at or above the level of Vice President who report directly to our CEO, which includes our other NEOs. In addition, the Compensation Committee may deem it advisable to review and approve subsequent compensation opportunities for our CEO and such other individuals.

Compensation-Setting Factors

When reviewing and approving the amount of each compensation element and the target total compensation opportunity for our executive officers, the Compensation Committee considers the following factors:

These factors provide the framework for compensation decisions for each of our executive officers, including our NEOs. The Compensation Committee does not assign relative weights or rankings to these factors, and does not consider any single factor as determinative in the compensation of our executive officers. Rather, the Compensation Committee relies on its own knowledge and judgment in assessing these factors and making compensation decisions.

Role of Management

In discharging its responsibilities, the Compensation Committee works with management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters.

In addition, at the beginning of each year, our CEO reviews the performance of our other executive officers, including our other NEOs, based on our achievement of our annual corporate goals and each executive officer’s achievement of his or her departmental and individual goals established for the prior year and his or her overall performance during that year. The Compensation Committee solicits and reviews our CEO’s recommendations for base salary increases, annual cash bonuses, annual equity awards and any other compensation opportunities for our other executive officers, including our other NEOs, and considers our CEO’s recommendations in determining such compensation.

Role of Compensation Consultant

The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. For 2019, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, or Compensia, as its compensation consultant to advise on executive compensation matters, including:

Compensia reports directly to the Compensation Committee and to the chair of the Compensation Committee. Compensia also coordinates with our management for data collection and job matching for our executive officers. Compensia did not provide any other services to us in 2019. The Compensation Committee has evaluated Compensia’s independence pursuant to the listing standards of the relevant NASDAQ and SEC rules and has determined that no conflict of interest has arisen as a result of the work performed by Compensia.

Role of Market Data

For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public biotechnology companies that are similar to us in terms of market capitalization, stage of development, geographical location and number of employees. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses.

In November 2018, the Compensation Committee, with the assistance of Compensia, reviewed our compensation peer group to determine our peer group for the remainder of 2018 and for 2019. The Compensation Committee considered the increases in our market capitalization and our headcount relative to prior periods, and our potential commercial launch, as reflected in the following criteria:

Based on a review of the analysis prepared by Compensia, the Compensation Committee approved the updated compensation peer group below for the remainder of 2018 and for 2019. This peer group was used in evaluating the 2019 annual base salary, target annual bonus opportunities and equity awards for our NEOs.

In July 2019, the Compensation Committee, with the assistance of Compensia, reviewed our compensation peer group to determine our peer group for the remainder of 2019 and for 2020. The Compensation Committee considered our potential estimated revenues in 2020, the increase in our market capitalization and headcount and the near-commercial stage of our lead product candidate, as reflected in the following criteria:

Based on a review of the analysis prepared by Compensia, the Compensation Committee approved the updated compensation peer group below for the remainder of 2019 and for 2020.

The Compensation Committee uses market data—from our compensation peer group and from the Radford Global Life Sciences Compensation survey—as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation Committee also relies on its own knowledge and judgment in evaluating market data and making compensation decisions.

The primary elements of our executive compensation program are:

We do not have a specific policy regarding the percentage allocation between short- and long-term, or fixed and variable, compensation elements. The balance between these components may change from year to year based on corporate strategy, company performance, market forces and company objectives, among other considerations, but consistent with our philosophy of paying for demonstrable performance, our executive compensation program emphasizes variable pay over fixed pay. For example, in 2019, our CEO and other NEOs had the following target pay mix:

Our executive officers, including our NEOs, are also eligible to participate in our standard employee benefit plans, such as our health and welfare benefits plans, our 2015 Employee Stock Purchase Plan, or ESPP, and our 401(k) Plan on the same basis as our other employees. In addition, as described below, our executive officers, including our NEOs, are entitled to certainchange-in-control severance payments and benefits and certain termination payments and benefits not in connection with a change in control pursuant to our Amended and Restated Severance and Change in Control Policy.

Base Salary

We pay base salaries to our executive officers, including our NEOs, as the fixed portion of their compensation to provide them with a reasonable degree of financial certainty, and to attract and retaintop-performing individuals. At the time of hire, base salaries are determined for our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. Typically, at the beginning of each year, the Compensation Committee reviews base salaries for our executive officers, including our NEOs, based on such factors to determine if an increase is appropriate. In addition, base salaries may be adjusted in the event of a promotion or significant change in responsibilities.

2019 Annual Base Salary

In January 2019, the Compensation Committee reviewed the base salaries of our executive officers, including our namedNEOs. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. In particular, the Compensation Committee considered better alignment with comparable positions from our compensation peer group in determining the larger base salary increases for Dr. Love and Dr. Lehrer-Graiwer. Effective in February 2019, the Compensation Committee approved the base salaries of our NEOs, except Dr. Cathers, below.

In February 2019, we hired Dr. Cathers as our Chief Scientific Officer. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program-Compensation-Setting Factors” above, particularly market data from our compensation peer group for comparable positions, in approving Dr. Cathers’ annual base salary of $375,000.

The actual base salaries paid to our NEOs in 2019 are set forth in the “Summary Compensation Table” below.

Short-Term Incentive Compensation

Annual Cash Bonuses

We provide short-term incentive compensation opportunities to our executive officers, from time to time and makes adjustments (or,including our NEOs, in the caseform of annual cash bonuses to drive our Chief Executive Officer, may recommend adjustmentsshort-term success. Our annual cash bonuses for approval by2019 were tied to the Boardachievement of Directors) as it determinesannual corporate and individual performance goals pursuant to be reasonable and necessary to reflect the scope of the executive officer’s performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion) and market conditions, including base salary amounts relative to similarly situated executive officers at peer group companies.

CashIncentiveCompensation. In January 2016, the Board of Directors adopted the Company’sour Senior Executive Cash Incentive Bonus Plan, (the “Incentive Plan”), which applies to certain key executives (the “Covered Executives”), that are recommended byor Cash Incentive Plan.

Corporate and Individual Performance Goals

At the beginning of each year, the Compensation Committee, after reviewing management’s proposal, establishes the annual corporate performance goals that it believes will be the most significant drivers of our short- and selected bylong-term success. The corporate performance goals include target achievement dates based on

calendar quarters. Each corporate performance goal has a percentage weighting, and may include an additional percentage weighting for overachievement, based on the BoardCompensation Committee’s assessment of Directors.the goal’s relative significance.

In addition, at the beginning of each year, our CEO, in consultation with each of the other executive officers, establishes individual performance goals for each of the other executive officers, including our other NEOs. The Incentive Plan providesindividual performance goals are generally designed to align the goals of our executive officers, including our NEOs, and his or her department with the corporate goals. The Compensation Committee weights annual cash bonuses for each of our executive officers, including our NEOs, between the achievement of corporate and individual goals. This weighting is the same for each of our executive officers, including our NEOs, who are at the same level. Our CEO does not have individual goals. Rather, his annual cash bonus paymentsis based upon100% on achievement of our corporate goals in recognition of his overall responsibility for our corporate performance.

At the attainmentbeginning of the year after the corporate performance objectivesgoals are established, by the Compensation Committee, and related to operational and financial metrics with respect to the Company or any of its subsidiaries (the “Corporate Performance Goals”), which may includeafter reviewing management’s self-assessment, evaluates our achievement of specified researchthe prior year’s corporate performance goals, and development, publication, clinical and/or regulatory milestones, total shareholder return, earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation, stock compensation expense, restructuring charges and/or amortization), changesour overall success in the market priceprior year, and determines our total percentage achievement level. Our CEO evaluates the other executive officers’, including the other NEOs’, achievement of their prior year’s individual performance goals, and makes recommendations for total percentage achievement level. The Compensation Committee considers our CEO’s recommendations, and independently reviews and approves the total percentage achievement level for each of the Company’s common stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limitedother executive officers, including our other NEOs.

Target Annual Bonuses

The target annual bonus is determined for each of our executive officers, including our NEOs, at the time of hire as well as at the beginning of each year, by reference to operating cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of the Company’s common stock; bookings, new bookings or renewals; sales or market shares; number of customers, number of new customers or customer references; operating income and/or net annual recurring revenue. Any bonuses paid under thethen applicable Cash Incentive Plan, will be based upon objectively determinable bonus formulas that tie suchwhich sets out the target annual bonuses to one or more performance targets relating tofor employees by position level. In approving the Corporate Performance Goals. The bonus formulas will be adopted in each performance period byCash Incentive Plan, the Compensation Committee considers the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, with an emphasis on market data from our compensation peer group for comparable positions. Target annual bonuses are the same for executive officers, including our NEOs, who are at the same level, and communicatedrepresent a specific percentage of annual base salary.

Annual Cash Bonus Formula

The Compensation Committee uses the following formula to calculate annual cash bonuses for each Covered Executive. No bonuses will be paid under the Incentive Plan unlessof our executive officers, including our NEOs:

2019 Corporate Performance Goals

In January 2019, our Board of Directors approved our 2019 annual corporate performance goals and untilweightings as set forth below.

2019 Target Annual Bonus

In January 2019, the Compensation Committee makes a determinationreviewed the target annual bonuses of our executive officers, including our NEOs. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group, and approved the 2019 target annual bonuses of our NEOs, except Dr. Cathers, below.

In February 2019, we hired Dr. Cathers as our Chief Scientific Officer. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from our compensation peer group for comparable positions and alignment with respect toour other executive officers at the attainmentsame level, in approving Dr. Cathers’ 2019 target annual bonus of 40%.

2019 Annual Cash Bonuses

In January 2020, the Compensation Committee evaluated our achievement of the 2019 corporate performance objectives. Notwithstandinggoals. The Compensation Committee considered whether we had achieved each goal, the foregoing,weighting established for each goal, including the weighting for overachievement, management’s self-assessment, and our overall corporate performance in 2019. Based on these considerations, the Compensation Committee approved a 150% achievement level of the 2019 corporate performance goals due in part to certain extraordinary achievements, including: (i) our receipt of approval by the FDA for Oxbryta three months in advance of its PDUFA target action date, (ii) the successful acceleration of our sales force hiring and commercial launch readiness, (iii) our completion of our strategic Syros Collaboration in furtherance of our pipeline and (iv) our success in exceeding our 2019year-end cash goal with our equity and debt financings.

The Compensation Committee also reviewed the 2019 individual performance of each of our executive officers, other than our CEO, based on an evaluation conducted by our CEO of their performance against their 2019 individual performance goals. The Compensation Committee approved an achievement level of 100% of the 2019 individual performance goals for each of our NEOs.

The table below sets forth the target annual cash bonuses, the relative weighting of corporate and individual performance, the actual achievement level for corporate and individual performance and the 2019 annual cash bonuses earned by our NEOs.

The annual cash bonuses earned by each of our NEOs for 2019 are set forth in the “Summary Compensation Table” below.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as an important element of our executive compensation program. The value of equity awards is directly related to stock price appreciation over time, which incentivizes our executive officers to achieve long-term corporate goals and create long-term value for our stockholders. Equity awards also help us attract and retaintop-performing executive officers in a competitive market.

At the time of hire, equity awards are granted to our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. Typically, at the beginning of each year, the Compensation Committee reviews the equity awards for our executive officers, including our NEOs, and determines the size and relative weighting of the annual equity awards it deems reasonable and appropriate based on such factors. The size and relative weighting is the same for

each of our executive officers, including our NEOs, who are at the same level. In addition, the Compensation Committee may deem it advisable to grant subsequent equity awards to our executive officers, including our NEOs, and may adjust bonuses payable undertheir equity awards in the Incentive Plan based on achievementevent of individual performance goalsa promotion or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the Incentive Plan based on individual performance goals and/or upon such other terms and conditions assignificant change in responsibilities.

2019 Equity Awards

2019 Annual Equity Awards

In January 2019, the Compensation Committee mayconsidered the factors described in its discretion determine.“Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group, and approved the 2019 annual equity awards for our NEOs, except Dr. Cathers, below.

EquityIncentiveCompensation. Historically, we have generally granted

The stock options vest, and become exercisable, over a four-year period, with 1/16^th of the underlying shares vesting on a quarterly basis (every three months) after the vesting commencement date of February 1, 2019, so that all of the underlying shares will be vested on the date four years after the vesting commencement date, so long as the NEO remains an employee or other service provider (including a consultant) of the Company on such vesting dates.

The time-based RSUs vest over a four-year period, with 1/8^th of the underlying shares vesting on a semi-annual basis (every six months) after the vesting commencement date of February 1, 2019, so that all of the underlying shares will be vested on the date four years after the vesting commencement date, so long as the NEO remains an employee or other service provider (including a consultant) of the Company on such vesting dates.

2019 Equity Awards for New Executive Officers

In February 2019, we hired Dr. Cathers as our Chief Scientific Officer. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from our compensation peer group for comparable positions, in approving Dr. Cathers’ new hire equity awards as follows: a stock option to purchase 45,000 shares of our common stock and 30,000 time-based RSUs.

The stock options vest, and become exercisable, over a four-year period, with 1/4^th of the underlying shares vesting on the first anniversary of the vesting commencement date of February 25, 2019, and thereafter, 1/12^th of the remaining underlying shares vest on a quarterly basis so that all of the underlying shares will be vested on the date four years after the vesting commencement date, so long as Dr. Cathers remains an employee or other service provider (including a consultant) of the Company on such vesting dates.

The time-based RSUs vest over a four-year period, with 1/4^th of the underlying shares vesting on the first anniversary of the vesting commencement date of March 1, 2019, and thereafter 1/6^th of the remaining underlying shares vest on a semi-annual basis (every six months) so that all of the underlying shares will be vested on the date four years after the vesting commencement date, so long as Dr. Cathers remains an employee or other service provider (including a consultant) of the Company on such vesting dates.

In connection with his appointment as our Chief Medical Officer in October 2019, the Compensation Committee additionally granted Dr. Lehrer-Graiwer an option to purchase 5,000 shares of our common stock and time-based RSUs that may vest and be settled for 1,500 shares of our common stock. The option vests, and becomes exercisable, over a four-year period, with 1/16^th of the underlying shares vesting on a quarterly basis (every three months) after the vesting commencement date of October 1, 2019, so that all of the underlying shares will be vested on the date four years after the vesting commencement date, so long as Dr. Lehrer-Graiwer remains an employee or other service provider (including a consultant) of the Company on such vesting dates. The time-based RSUs vest over a four-year period, with 1/8^th of the underlying shares vesting on a semi-annual basis (every six months) after the vesting commencement date of October 1, 2019, so that all of the underlying shares will be vested on the date four years after the vesting commencement date, so long as Dr. Lehrer-Graiwer remains an employee or other service provider (including a consultant) of the Company on such vesting dates. As noted above, Dr. Lehrer-Graiwer resigned from the company effective April 17, 2020, and did not remain in our service (including as a consultant) past that date.

The equity awards granted to our employees,NEOs in 2019 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2019” table below.

Health and Welfare Benefits

Our executive officers, including our namedNEOs, are eligible to participate in the same employee benefit plans that are generally available to all of our employees, subject to the satisfaction of certain eligibility requirements, such as medical, dental, and life and disability insurance plans. We pay, on behalf of our employees, all or a portion of the premiums for health, life and disability insurance.

2015 Employee Stock Purchase Plan

Our executive officers, including our NEOs, are eligible to participate in connectionour ESPP on the same basis as our other full-time employees. The ESPP permits eligible employees to set aside a portion of their compensation during offering periods that are generally two years long, with their initial employment with us. Beginning in 2017, our practice ispurchase periods generally every six months during each offering period, and use such contributions to grant a combination of stock options and restricted stock units to our employees, including executive officers, in connection with their initial employment with us. Prior to our initial

public offering in August 2015, we granted to employees, including certainpurchase shares of our named executive officers,common stock at their election, sharesa purchase price equal to 85% of restricted stock purchased atthe lower of the fair market value as determined by our Board of Directors at the timeshares on the first business day of grant. We also have historically granted stock options and prior to our initial publicthe offering inperiod or the caselast business day of certain of our namedthe purchase period.

401(k) Savings Plan

Our U.S. executive officers, at their election, shares of restricted stock purchased at fair market value, as determined by our Board of Directors at the time of grant on an annual basis as part of annual performance reviews of our employees. Beginning in 2017, our equity award grant policy also contemplates the grant of stock options and restricted stock units to existing employees, including our named executive officers,NEOs, are eligible to participate in connection with annual performance evaluations.

Outstanding Equity Awards at FiscalYear-End

The following table sets forth certain information with respect to outstanding equity awards held by each of our named executive officers as of December 31, 2016.

(6)

Dr. Love purchased 201,428 shares of our restricted common stock under our 2012 Plan on April 9, 2015 in connection with an annual replenishment grant. Of this total, 1/16th of the shares of restricted common stock vest on a quarterly basis from the vesting commencement date of April 9, 2015, such that all of the shares will be fully vested on April 9, 2019, provided Dr. Love remains in continuous service through each such vesting date.

(7)

Dr. Love purchased 99,285 shares of our restricted common stock under our 2012 Plan on April 9, 2015. Of this total, 25% of the shares are subject to vesting upon the achievement of each of four (4) specified corporate operating milestones on or before certain specified dates, subject to Dr. Love’s continuous service through each such vesting date. On March 10, 2016 and September 29, 2016, the Compensation Committee determined that two of the four corporate milestones were met within the specified timeline and accordingly 49,643 shares of the restricted common stock in column (i) vested. In addition, one of the four corporate milestones was not met within the specified timeline and accordingly, 24,821 shares of the restricted common stock were cancelled during 2016.

(8)

Dr. Love purchased 99,285 shares of our restricted common stock under our 2012 Plan on April 9, 2015. The shares will not vest until our market capitalization (determined based on the number of shares of common stock outstanding multiplied by the closing market price for our common stock as reported on NASDAQ) exceeds at least $2.0 billion for 20 consecutive trading days on or before the date twenty-four (24) months after the closing of our initial public offering (IPO), which was on August 11, 2015.

(9)

Mr. Farrow received a grant of an option to purchase 120,000 shares of our common stock under our 2015 Stock Option and Incentive Plan (the “2015 Plan”) on February 24, 2016 in connection with the commencement of his service relationship with the Company, as an advisor. His full time employment with the Company commenced effective April 4, 2017. Of this total, 25% of the shares subject to the option vested on April 4, 2017, and the remaining shares vest quarterly over the following three years thereafter, subject to Mr. Farrow’s continuous service through each such vesting date.

(10)

Ms. Suvari received a grant of an option to purchase 100,000 shares of our Common Stock under our 2015 Plan on October 11, 2016 in connection with the commencement of her employment. 25% of the shares subject to the option will vest on October 11, 2017, and the remaining shares vest quarterly over the following three years thereafter, subject to Ms. Suvari’s continuous service through each such vesting date.

(11)

Dr. Ramos’ employment ended effective October 24, 2016. As of December 31, 2016, Dr. Ramos held outstanding stock options to purchase a total of 182,856 shares of common stock, and was entitled to exercise these stock options until ninety (90) days after her October 24, 2016 separation date under the terms of her Termination Letter Agreement with us.

401(k) Savings Plan and Other Benefits

We maintain atax-qualified retirement plan, or 401(k) Plan, thaton the same basis as our other employees. The 401(k) Plan provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual limits of the Internal Revenue Code of 1986, as amended, (the “Code”) limits.or the Code. Employees’pre-tax 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. 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 atax-qualified retirement plan, contributions to our 401(k) Plan and earnings and matching amounts on those contributions are not taxable to the employees until distributed from our 401(k) Plan. In

Since December 2015, ourthe Compensation Committee has approved avarious matching contributions under the 401(k) planPlan. Under our current matching policy under which,approved by the Compensation Committee, effective as of January 1, 2016, subject to reassessment of the cap on matching for the calendar year thereafter,2018, we match in cash 100% of employee’s 401(k) contributions up to the first $500 and, thereafter, we match in cash 50% of employee’s first 6% of 401(k) contributions, subject to a cap of $2,500 per employee. In January 2017, our Compensation Committee approved a revised and simplified 401(k) Plan matching policy under which, effective as of January 1, 2017, subject to reassessment of the cap on matching for the calendar year thereafter, we match in cash 50% ofan employee’s 401(k) contributions, subject to aan annual cap of $2,500$5,000 per employee. We also pay, on behalf

Perquisites

Perquisites or other personal benefits are not a significant component of our employees,executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our NEOs, except for limited travel stipends or limited housing and travel reimbursements for one NEO and certain other executive officers for recruitment and retention purposes. During 2019, none of our NEOs received perquisites or other personal benefits that were, in the premiumsaggregate, $10,000 or more for health, lifeeach individual, except Dr. Cathers, for whom we provided a travel allowance of $10,000 per month to cover travel between his residence and disability insurance.our corporate offices in South San Francisco.

Employment Arrangements with Our Named Executive Officers

Change in Control PolicyPost-Employment Compensation

We consider it essential to the best interests of our stockholders to foster the continuous employment of our key management personnel. In this regard,Accordingly, we recognizebelieve that reasonable and competitive post-employment compensation arrangements are an important part of an executive compensation program to attract and retain highly-qualified senior executives. While the Compensation Committee does not consider the specific amounts payable under these post-employment compensation arrangements when determining the annual compensation of our NEOs, we believe that providing our executives with post-employment payments and benefits in connection with a change in control are in the best interests of our stockholders because the possibility of a change in control and the related uncertainty may exist and that the uncertainty and questions that it may raise among management could result inlead to the departure or

distraction of management personnelsenior executives to the detriment of the Companyour company and stockholders.

In July 2015, our stockholders. In orderBoard of Directors adopted a change in control policy, which applies to our executive officers, including our NEOs, to reinforce and encourage the continued attention and dedication of certain key memberssenior executives in the event of management,a change in July 2015,control by providing these executives with certain cash payments, equity acceleration and other benefits upon a qualifying termination event in connection with a change in control. Additionally, prior to the January 2020 amendment of our Boardchange in control policy (which amendment is in the form of Directors adopted aour current Amended and Restated Severance and Change in Control Policy, whichas described below), our CEO was amendedentitled to certain post-employment compensation upon a qualifying termination event independent of any change in January 2016 (the “Policy”)control pursuant to the terms of his employment offer letter with us, as further described below under “Employment Offer Letters—CEO.”

Pursuant to the Policy,our change in control policy, in the event the employment of any of our named executive officersNEOs is terminated by us or our acquirer or successor without Cause or an NEO resigns for Good Reason (as such terms are defined in the Policy)our change in control policy), in either case, within one year after the consummation of a saleSale Event (as defined in the 2015 Plan) (suchone-year period, the “Change in Control Period”), he or she will be entitled to receive the following payments and benefits, or CIC Benefits, subject to his or her execution andnon-revocation of a severance agreement within 60 days following the date of such termination, including a general release of claims:

As described above, the CIC Benefits are “double trigger” because the change in control alone does not trigger such payments and benefits. Rather, the CIC Benefits are triggered only if there is a qualifying termination of an NEO’s employment within the Change in Control Period. In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.

In addition, upon a Sale Event, to the extent Section 280G of the Internal Revenue Code of 1986, as amended, or Section 280G, is applicable, each NEO who is then employed with us will be entitled to receive the better treatment of: (i) payment of the full amounts set forth above to which the NEO is entitled or (ii) payment of such lesser amount that does not trigger excise taxes under Section 280G. None of our NEOs are entitled to excise tax payments (or“gross-ups”) relating to a change in control of the Company.

The payments and benefits provided under our change in control policy are designed to be competitive in the market. Accordingly, in January 2020, following its review of our then current change in control policy compared to the post-employment compensation arrangements of the companies in our compensation peer group, the Compensation Committee determined that the policy was in need of enhancement to recruit and retain top talent and to align with market norms. As a result of this review, the Compensation Committee approved our Amended and Restated Severance and Change in Control Policy, which, in addition to the above described benefits, provides our NEOs with certain payments and benefits upon a qualified termination event outside of the Change in Control Period. Pursuant to the Amended and Restated Severance and Change in Control Policy, in the event the employment of any of our NEOs is terminated by us or our acquirer or successor without Cause or an NEO resigns for Good Reason outside of the Change in Control Period, he or she will be entitled to receive the following payments and benefits, subject to his or her execution andnon-revocation of a severance agreement within 60 days following the date of such termination, including a general release of claims:

For an estimate of the potential payments and

Employment Offer Letters

NEOs

We have entered into a written employment offer letter with each of our NEOs. These offer letters set forth the basic terms and conditions of employment, including initial base salary, eligibility to participate in the Cash Incentive Plan, initial equity awards, grantedeligibility to participate in our standard employee benefits plans and theat-will employment relationship. These offer letters also require that each NEO execute our standard employee confidentiality and assignment agreement. Prior to January 2020, our NEOs were also eligible to receive certain severance and/orchange-in-control payments and benefits in accordance with our change in control policy (and pursuant to his offer letter, for our CEO) as described in “Post-Employment Compensation” above. As of January 2020, our NEOs are eligible to receive certain severance andchange-in-control payments and benefits in accordance with the Amended and Restated Severance and Change in Control Policy as described in “Post-Employment Compensation” above.

CEO

Prior to the named executive officer will become fully exercisableadoption of our Amended andnon-forfeitable Restated Severance and all performance-based awards will accelerateChange in Control Policy, Dr. Love’s written employment offer letter provided for certain termination payments and vest based onbenefits not in connection with a change in control. In particular, Dr. Love’s employment offer letter provided that if Dr. Love’s employment were terminated by us without Cause (as defined in the deemed achievement of 100% of target levels as of the date of the named executive officer’s termination.

The Amended and Restated Equity Award Grant Policy sets forth that equity awards are generally granted on the following regularly scheduled basis:

Our Board of Directors and the Compensation Committee retain the discretion to grant equity awards at other times to the extent appropriate in light of the circumstances of such awards.

In addition, the policy sets forth the manner in which our equity awards will be priced. If equity awards are denominated in dollars, the number of shares subject to the award will be determined by dividing the dollar value by the closing market price on the NASDAQ Global Market of a share of our common stock on the effective date of grant or if no closing price is reported for such date, the closing price on the last date preceding such date for which a closing price is reported. The exercise price of all stock options will be at least equal to the closing market price on the NASDAQ Global Market of a share of our common stock on the effective date of grant or if no closing price is reported for such date, the closing price on the last date preceding such date for which a closing price is reported. If the amount of a stock option award is to be determined by reference to a fair value calculated under Financial Accounting Standards Board Accounting Standard Codification Topic 718,Stock Compensation (formerly FASB Statement No. 123R), or FASB ASC Topic 718, then the number of shares to be subject to such stock option will be determined based on such fair value, and the exercise price determined in accordance with the preceding sentence and the approved valuation assumptions, subject to any other limits on the number of shares that may be subject to such stock option.

Policy Prohibiting Hedging and Pledging

Our Insider Trading Policy prohibits our executive officers, thenon-employee members of our Board of Directors and certain other employees from engaging in the following transactions:

As of the date of this Proxy Statement, none of our NEOs had previously sought or obtained approval from the Audit Committee to engage in any hedging or pledging transaction involving our securities.

Stock Ownership Policy

In March 2020, we adopted a stock ownership policy for our senior executive officers (i.e., our CEO and each member of our senior management team, which includes our NEOs), which requires (i) our CEO to acquire and hold a number of shares of our common stock equal in value to at least six times his or her annual base salary and (ii) each senior management team member to acquire and hold a number of shares of our common stock equal in value to at least two times his or her applicable annual base salary, in each case until such executive’s service as our CEO or senior management team member, respectively, ceases. We only count directly and beneficially owned shares, including shares purchased through our ESPP or 401(k) plan, and 50% of shares underlying vested and unexercisedin-the-money stock options. Each executive has until the later of the Initial Determination Date or the April 1^st in the year that is the fifth anniversary of his or her initial appointment in the capacity of an executive to attain the required ownership level. Once an executive satisfies his or her stock ownership requirement, the executive must continue to satisfy such stock ownership requirement as assessed on each Determination Date. If an executive fails to satisfy such stock ownership requirement as of any Determination Date (including the Initial Determination Date, as applicable), then such executive shall be required to come into compliance with his or her applicable stock ownership requirement within two years following the Determination Date on which he or she failed to satisfy such stock ownership requirement.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Generally, Section 162(m) of the Code, or Section 162(m), disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers. For taxable years beginning before January 1, 2018, (i) these executive officers consisted of a public corporation’s chief executive officer and up to three other executive officers (other than the chief financial officer) whose compensation is required to be disclosed to stockholders under the Securities Exchange Act of 1934 because they are our most highly-compensated executive officers and (ii) qualifying “performance-based compensation” was not subject to Dr. Love’s executionthis deduction limit if specified requirements are met.

Pursuant to the Tax Cuts andnon-revocation Jobs Act of 2017, which was signed into law on December 22, 2017, or Tax Act, for taxable years beginning after December 31, 2017, the remuneration of a separation agreementpublic corporation’s chief financial officer is also subject to the deduction limit. In addition, subject to certain transition rules (which apply to remuneration provided pursuant to written binding contracts which were in effect on November 2, 2017, and release, resignationwhich are not subsequently modified in any material respect), for taxable years beginning after December 31, 2017, the exemption from the deduction limit for “performance-based compensation” is no longer available. Consequently, for fiscal years beginning after December 31, 2017, all positions with usremuneration in excess of $1 million paid to a specified executive will not be deductible.

In designing our executive compensation program and compliance with our instructions regarding Company property.

Underdetermining the CEO Employment Agreement, the term “cause” is generally defined as follows:

“cause” means (i) dishonest statements or acts with respect to us or anycompensation of our affiliates,executive officers, including our NEOs, the Compensation Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the Compensation Committee will not necessarily limit executive compensation to that which is or any current or prospective customers, suppliers vendors or other third partiesmay be deductible under Section 162(m). The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with whichits compensation goals.

To maintain flexibility to compensate our executive officers in a manner designed to promote our short- and long-term corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our stockholders’ interests are

best served if its discretion and flexibility in awarding compensation is not restricted in order to allow such entity does business; (ii) commissioncompensation to be consistent with the goals of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) failureour executive compensation program, even though some compensation awards may result innon-deductible compensation expense.

Accounting for Stock-Based Compensation

We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to perform assigned duties and responsibilitiesmeasure the compensation expense for all share-based payment awards made to our reasonable satisfaction, which failure continues, in our reasonable judgment, after written notice by us; (iv) gross negligence, willful misconduct or insubordination with respect to us or anyemployees andnon-employee members of our affiliates;Board of Directors, including stock options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or (v) material violation of any provision of any agreement(s) between Dr. Love and us relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.

Dr. Love is also eligible to receive certain post-termination compensation and benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any NEO, with a“gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

Section 409A of the Internal Revenue Code

Section 409A of the Code imposes additional significant taxes in accordancethe event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a traditional nonqualified deferred compensation plan, Section 409A of the Code does apply to certain severance arrangements, bonus arrangements and equity awards. We structure all our severance arrangements, bonus arrangements and equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not possible, to comply with the Policy described above.applicable requirements of Section 409A of the Code.

Jeffrey FarrowCompensation Risk Assessment

We entered into an employment offer letter agreement with Mr. Farrow, pursuantstructure our pay to which he assumedconsist of both fixed and variable compensation to motivate our employees, including our NEOs, to produce superior short- and long-term results that are in the rolebest interests of Chief Financial Officer in April 2016. The agreement entitles Mr. Farrowour company and stockholders to an annual base salary that is currently set at $415,000, subject to adjustment pursuant toattain our employee compensation policies in effect from time to time. Pursuant to the termsultimate objective of his agreementincreasing stockholder value. In addition, we have established, and the Incentive Plan, Mr. Farrow is eligible to receive annual incentive compensation at a target percentage (currently 40%) of his then-current annual base salary, as determined by the Compensation Committee endorses, several controls to address and mitigate compensation-related risk, such as maintaining an anti-hedging and anti-pledging policy and stock ownership guidelines for our executive officers (including our NEOs) and directors.

The Compensation Committee, in consultation with its compensation consultant, Compensia, evaluates whether our policies and practices create excessive risk in our compensation programs. In 2019, this risk assessment included, among other things, a review of our Boardcash and equity incentive-based compensation plans to ensure that they are aligned with our corporate performance goals and overall target total direct compensation to ensure an appropriate balance between fixed and variable pay components. Based on this assessment, the Compensation Committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on our company. The Compensation Committee intends to continue to evaluate on an annual basis the potential risks associated with our compensation policies and practices, and has engaged Compensia to conduct an updated assessment of Directors. Pursuantour compensation policies and practices during 2020. As a result of the approval and launch of our first commercial product, Oxbryta, in late 2019, we expect this evaluation will include the potential risks associated with field-based incentive compensation and commercial-related goals and targets.

2019 Summary Compensation Table

The following table sets forth information regarding total compensation awarded to, earned by and paid to each of our NEOs during the fiscal years ended December 31, 2019, 2018 and 2017 to the extent he was an NEO in such year.