UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(A) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

ATHENEX, INC.

(Name of Registrant as Specified in its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

Notice of June 12, 20185, 2020

Annual Meeting and

20182020 Proxy Statement

Athenex, Inc.

1001 Main Street, Suite 600

Buffalo, New York 14203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 12, 20185, 2020

To the Stockholders of Athenex, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Athenex, Inc. will be held on Friday, June 12, 2018, at Wyndham Garden Buffalo Downtown located at 125 High Street, Buffalo, NY 142035, 2020 at 9:30 AM EDT. The Annual Meeting will be conducted as a virtual meeting of stockholders via a live webcast. We believe that hosting a virtual meeting is calledprudent given theCOVID-19 pandemic and that it will preserve the ability of our stockholders to attend and participate in the meeting.

The Annual Meeting is being held for the following purposes:

These matters are more fully described in the 2020 Proxy Statement accompanying this Notice.Notice of Annual Meeting of Stockholders (the “Notice”).

If you were a stockholder of record of Athenex, Inc. common stock as of the close of business on April 16, 2018,8, 2020, the record date of the Annual Meeting, you are entitled to receive this Notice and vote at the Annual Meeting of Stockholders and any adjournments or postponements thereof, provided that the boardBoard of directorsDirectors may fix a new record date for an adjourned meeting. Our stock transfer books will not be closed. A list of the stockholders entitled to vote at the meeting may be examined at our principal executive offices in Buffalo, NY during ordinary business hours for the10-day period preceding the meeting for any purposes related to the meeting.Annual Meeting. To participate in the Annual Meeting virtually via the Internet, please visitwww.proxydocs.com/ATNX. In order to attend via live webcast, you must register in advance atwww.proxydocs.com/ATNXprior to the deadline of June 3, 2020 at 5:00 PM EDT (the “Registration Deadline”). After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.You will not be able to attend the Annual Meeting in person.

We are pleased to take advantageImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on June 5, 2020.In accordance with the rules of the Securities and Exchange Commission, rules that allow uswe have opted to furnish theseprovide our materials pursuant to the “full set delivery option” in connection with the Annual Meeting.

Under the full set delivery option, a company delivers paper copies of all proxy materials (including an electronic Proxy Card forto each stockholder. The approximate date on which the meeting) and our 2017 Annual Reportmaterials are intended to Stockholders (including our 2017 Annual Report on Form10-K)be first sent or given to the Company’s stockholders is April 15, 2020. In addition to delivering proxy materials to stockholders, via the Internet. On orCompany must also post all proxy materials on a publicly accessible website and provide information to stockholders about April 30, 2018, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access that website. Accordingly, you should have received our proxy materials by mail. These proxy materials include this Notice, the 2020 Proxy Statement, a proxy card and 2017our Annual Report, to Stockholders and how to vote.including our Form10-K for the fiscal year ended December 31, 2019. These materials are available free of charge atwww.proxydocs.com/ATNX. We believe that posting these materials onthis process gives us the Internet enables usopportunity to provide stockholders with the information they need to voteserve you more quickly, while lowering the cost and reducing the environmental impact of printing and delivering annual meeting materials.effectively.

You are cordially invited to attend the meeting.Annual Meeting virtually. Whether or not you expect to attend via live webcast, the boardBoard of directorsDirectors respectfully requests that you vote your stock in the manner described in the 2020 Proxy Statement. You may revoke your proxy in the manner described in the 2020 Proxy Statement at any time before it has been voted at the meeting.Annual Meeting.

By Order of the Board of Directors of Athenex, Inc.,

ATHENEX, INC.

Proxy Statement

for the

Annual Meeting of Stockholders

To Be Held June 12, 20185, 2020

TABLE OF CONTENTS

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ATHENEX, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 12, 20185, 2020

Information Concerning Solicitation and VotingINFORMATION CONCERNING SOLICITATION AND VOTING

This Proxy Statement is furnished to the holders of our common stock in connection with the solicitation of proxies on behalf of the boardour Board of directorsDirectors (the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) of Athenex, Inc. (the “Company,” “we,” “us,” “our” or “Athenex”), to be held on June 12, 20185, 2020 at 9:30 AM EDT, at Wyndham Garden Buffalo Downtown located at 125 High Street, Buffalo, NY 14203, or for use at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders.Stockholders (the “Notice”). The Annual Meeting will be conducted as a virtual meeting of stockholders via a live webcast. Only stockholders of record at the close of business on April 16, 20188, 2020 (the “Record Date”) are entitled to notice of and to vote at the meeting.Annual Meeting. Prior registration to attend the virtual Annual Meeting atwww.proxydocs.com/ATNXis required by June 3, 2020 at 5:00 PM EDT (the “Registration Deadline”).

In accordance with the rules of the Securities and Exchange Commission instead(“SEC”), we have opted to provide our proxy materials pursuant to the “full set delivery option” in connection with the Annual Meeting. Under the full set delivery option, a company delivers paper copies of mailing a printed copy of ourall proxy materials to each stockholder of record, we are furnishingstockholder. The approximate date on which the proxy materials includingare intended to be first sent or given to the Company’s stockholders is April 15, 2020. In addition to delivering proxy materials to stockholders, the Company must also post all proxy materials on a publicly accessible website and provide information to stockholders about how to access that website. Accordingly, you should have received our proxy materials by mail. These proxy materials (collectively, the “Proxy Materials”) include the Notice, this Proxy Statement, our 2017a proxy card and Annual Report, to Stockholders, including financial statements, and a Proxy Cardour Form10-K for the meeting, by providing accessfiscal year ended December 31, 2019 (“2019 Annual Report”). These Proxy Materials are available free of charge atwww.proxydocs.com/ATNX. We believe this process gives us the opportunity to them on the Internet to communicate withserve you more quickly, save printing costs and benefit the environment. These materials were first available on the Internet on April 30, 2018. We mailed a Notice of Internet Availability of Proxy Materials on or about April 30, 2018 to our stockholders of record and beneficial owners as of April 16, 2018, the record date for the meeting. This Proxy Statement and the Notice of Internet Availability of Proxy Materials contain instructions for accessing and reviewing our proxy materials on the Internet and for voting by proxy over the Internet. You will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. If you prefer to receive printed copies of our proxy materials, the Notice of Internet Availability of Proxy Materials contains instructions on how to request the materials by mail. You will not receive printed copies of the proxy materials unless you request them. If you elect to receive the materials by mail, you may also vote by proxy on the Proxy Card or Voter Instruction Form that you will receive in response to your request.effectively.

Each holder of our common stock is entitled to one vote for each share held as of the record dateRecord Date with respect to all matters considered at the meeting. Stockholder votes will be tabulated by personsrepresentatives of Mediant, who have been appointed by the board of directorsBoard to act as inspectors of election for the meeting.

We bear the expense of soliciting proxies. Our directors, officers, or other employees may also solicit proxies personally or by telephone, telegram,email, text message, facsimile, or other means of communication. We do not intend to pay them additional compensation for doing so. We have engaged Advantage Proxy, Inc. to assist in proxy solicitation and collection at a cost of $7,500 plusout-of-pocket expenses. In addition, we might reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries representing beneficial owners of our common stock, for their expenses in forwarding soliciting materials to those beneficial owners.

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QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING

If your shares are held inby a brokerage account,broker, bank, or by another nominee or trustee,other similar organization, you are considered the beneficial owner of shares held in street name. In that case,“street name,” and the Notice of Internet Availability of Proxy Materials or proxy materials have beenwere forwarded to you by that organization. The organization holding your broker, bank or other holder of record whoaccount is considered with respect to those shares, the stockholder of record.record for purposes of voting at the Annual Meeting. As thea beneficial owner, you have the right to direct your broker, bank or other holder of recordthat organization on how to vote the shares held in your account. You are also invited to attend and vote your shares at the Annual Meeting live via the webcast so long as you register to attend the Annual Meeting by using the voting instructions includedRegistration Deadline. You will be asked to provide the control number located inside the shaded gray box on your proxy card (the “Control Number”) as described in the Noticeproxy card. After completion of Internet Availability or proxy materials.your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

Brokernon-votes are counted for purposes of determining whether a quorum exists. Brokernon-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares, but the broker submits that person’s proxy nonetheless. If you are present in person or by proxy at the meeting, but withhold your vote or abstain from voting on any or all proposals, your shares are also still counted as present and entitled to vote.

The proposals listed in this Proxy Statement identify the votes needed to approve the proposed actions.

We will also consider any other business that properly comes before the meeting.Annual Meeting at the direction of our Board. As of the record date,Record Date, we are not aware of any other matters to be submitted for consideration at the meeting.Annual Meeting by our Board and no stockholder has timely provided notice of a matter to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the meeting,Annual Meeting, the proxyproxies named in the Proxy Cardproxy card or Voter Instruction Formvoter instruction form will vote the shares it representsthey represent using itstheir best judgment.

If you are the beneficial owner of shares held by your broker, bank, nominee or other similar organization in street name and you do not vote your shares, the broker, bank, nominee or other similar organization cannot vote such shares except for with respect to Proposal Five. Proxy cards signed and returned to the Company unmarked will be votedFOR each of Proposals One, Two, Four and Five and forONE YEAR in Proposal Three.

In the case of Proposals Two and Three, because each call fornon-binding, advisory votes, there is no “required vote” that would constitute approval. However, our Board, including our Compensation Committee, values the opinions of our stockholders and will consider the results of these votes when making future decisions regarding our executive compensation program.

In order to attend, you must register in advance atwww.proxydocs.com/ATNXprior to the Registration Deadline. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting.

If your shares are registered directly in your name with our transfer agent, Computershare, as of the close of business on the Record Date, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to attend the meeting and vote your shares at the Annual Meeting live via the webcast.

If your shares are held in a brokerage account, bank or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the meeting. Because a beneficial owner is not the stockholder of record, you may notmeeting and vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank, nominee, or trustee that holds your shares, giving you the right to vote the shares at the meeting.Annual Meeting live via the webcast.

While there will not be a management presentation, this year’s stockholders’ question and answer session will include questions submitted in advance of the Annual Meeting. You may submit a question in advance of the meeting atwww.proxydocs.com/ATNX after logging in with your Control Number. Shortly after the meeting, we may post questions and answers under theInvestor Relations—Financial Information—Annual Meeting Materialssection of our website atwww.athenex.com.

The Internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet or telephone must be completed by 11:59 PM EDT on June 11, 2018. Of course,4, 2020. As discussed above, if you can always comeare a beneficial owner of shares, you are invited to the meetingattend and vote your shares in person.at the Annual Meeting live via the webcast so long as you register to attend the Annual Meeting atwww.proxydocs.com/ATNX by the Registration Deadline. If you submit or return a Proxy Cardproxy card without giving specific voting instructions, your shares will be voted as recommended by the board of directors,our Board, as permitted by law.

If your common stock is held by a broker, bank, or other nominee, they should send you instructions that you must follow in order to have your shares voted.

PROPOSAL ONE

— ELECTION OF DIRECTORS

Nominees

The board of directorsOur Board currently consists of eightnine members and is divided into three equal classes, the members of which each serve for a staggered three-year term and until a successor has been duly elected and qualified, or if sooner, until such member’s death, resignation or removal. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term. Our current Class IIII directors, Michael Cannon, Jinn WuJohnson Y.N. Lau, Jordan Kanfer and James Zukin,John Tiong Lu Koh, have been nominated to fill a three-year term expiring in 2021.2023. The two other classes of directors, who were elected or appointed for terms expiring at the annual meetings in 20192021 and 2020,2022, respectively, will remain in office.

If you are a stockholder of record, unless you mark your proxy card to withhold authority to vote, the proxy holder will vote the proxies received by it for the three Class I nominees named below,Our Nominating and Governance Committee has evaluated each of whomthe following candidates and, based on the recommendation of our Nominating and Governance Committee, our Board has nominated the following candidates to stand forre-election to our Board. Each of the following nominees is currently a director and each of whom has consented to be named in this Proxy Statementproxy statement and to serve if elected. In the event that any nominee is unable or declines to serve as a director at the time of the meeting,Annual Meeting, your proxy will be voted for any nominee designated by the board of directorsour Board to fill the vacancy. We do not expect that any nominee will be unable or will decline to serve as a director. As previously announced, Mr. Zukin is resigning from the board of directors effective July 1, 2018. If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker maynot vote your shares on your behalf for the election of directors. Therefore, it is important that you vote.

The name of and certain information regarding each Class IIII nominee as of April 16, 201815, 2020 is set forth below, together with information regarding our directors remaining in office. This information is based on data furnished to us by the nominees and directors. There is no family relationship between any director, executive officer or person nominated to become a director or executive officer. The business address for each nominee for matters regarding the Company is 1001 Main Street, Suite 600, Buffalo, NY 14203.

Class I Director Nominees

Michael Cannon—Director

Mr. Cannon joined the board of directors effective upon the completion of our initial public offering in June 2017. Mr. Cannon has over forty years’ experience in the pharmaceutical industry, and has served as an

ExecutiveClass III Director of BioSentinel, Inc. since July 2010. Previously, from 1970 to 2004, he worked at SICOR S.p.A., a Swiss-Italian API manufacturing company, in a variety of positions in manufacturing, quality and regulatory affairs and business development. Mr. Cannon was a member of the team that orchestrated the merger of SICOR with Gensia, Inc. of San Diego in 1997 and after the merger he served as Chief Scientific Officer. He then served as a member of SICOR’s board and president of the biotech division until the company was sold to Teva Pharmaceutical Industries Limited (NYSE: TEVA) in 2004. Mr. Cannon also serves on the boards of directors of Moleculin Biotech, Inc. (NASDAQ: MBRX) and three privately held companies. Mr. Cannon received a B.S. in Chemistry from Fordham College.

We believe that Mr. Cannon’s experience in both scientific and business development roles in the pharmaceutical industry, including API manufacturing, qualifies him to serve on the board of directors.

Jinn Wu—Director

Dr. Wu has served as a member of the board of directors since April 2007. In 1987, Dr. Wu founded XenoBiotic Laboratories, Inc., or XBL, in Plainsboro, New Jersey, a contract research organization that provides an extensive array of clinical and preclinical research services to the biotechnology and pharmaceutical industries, and he served as its President until September 2014. Since then, Dr. Wu has served as Chief Scientific Officer and Senior Vice President of WuXi AppTec from 2015 to 2016 and, beginning in 2017, now serves as Scientific Strategic Advisor to WuXi AppTec Group. Dr. Wu earned a Ph.D in Natural Products and Medicinal Chemistry from Ohio State University and spent several years as a research scientist at FMC Corporation (NYSE: FMC) before founding XBL. He is an adjunct professor at the Rutgers School of Biomedical and Health Sciences and is a member of the American Association of Pharmaceutical Scientists, the International Society for the Study of Xenobiotics, the American Society of Pharmacognosy and the American Chemical Society.

We believe that Dr. Wu serves as a valuable member of the board of directors due to his extensive medical experience and experience with clinical and preclinical research services.

James Zukin—Director

Mr. Zukin joined the board of directors effective upon the completion of our initial public offering in June 2017. Mr. Zukin is aco-founder of Houlihan Lokey, Inc. (NYSE: HLI), and served in various capacities from 1976 until his retirement in 2013, most recently as Senior Managing Director of Houlihan Lokey and Chairman of its subsidiary, Houlihan Lokey Howard & Zukin Investment Consulting (Beijing) Co., Ltd. Mr. Zukin has served on the faculty of various The World Bank, International Finance Corporation, and International Monetary Fund conferences. He serves as a delegate to the Paris Club meetings involving the private sector. Mr. Zukin frequently speaks at business conferences in the United States and Asia on M&A, financial restructuring and shareholder liquidity, among other topics. Mr. Zukin earned a B.A. in Economics from the University of California at Berkeley and an M.B.A. from Harvard Business School.

We believe that Mr. Zukin’s experience in investment advisory services in both the United States and Asia qualifies him to serve on the board of directors.Nominees

Other Directors Not Up forRe-election at this Meeting

Johnson Y.N. Lau—Chief Executive Officer and Chairman of the BoardLau

Dr. Lau has served as our Chief Executive Officer since 2011 and as Chairman of theour Board since our inception in 2003. Dr. Lau has had extensive leadership experience in both scientific and business management. He previously served as Chairman and Chief Executive Officer of Ribapharm Inc. (“Ribapharm”), a company that engages in the development, acquisition, and commercialization of products for the treatment of diseases principally in the antiviral and anticancer areas, and oversaw the company’s initial public offering in 2002. Ribapharm was acquired by Valeant Pharmaceuticals International (now known as Bausch Health) in 2003. Prior to Ribapharm, he served as Senior Vice President and Head of Research and Development for the pharmaceutical company, ICN Pharmaceuticals Inc. (“ICN”). Prior to joining ICN, Dr. Lau served as the Senior Director of Antiviral Therapy Research at the pharmaceutical company, Schering-Plough Corporation. Dr. Lau has contributed more than 200 scientific publications, editorials/reviews and chapters in peer reviewed scientific journals and has edited two books. He was a former Managing Director at Roth Capital Partners, LLC and a Director of the Board of Chelsea

2016. Mr. Koh has over 30 years of experience in investment banking and law having been a Managing Director and Senior Advisor of the Goldman Sachs Group until 2005. Prior to joining Goldman Sachs in 1999, Mr. Koh spent 19 years as a lawyer, including 7 years with Milbank Tweed and Paul Weiss, as well as serving in the Singapore Attorney-General’s Chambers office. Mr. Koh has an active interest in the arts and the book business as the owner of Bernard Quaritch Ltd., London’s oldest antiquarian bookseller. He is on the development board of Oxford University’s Bodleian Library and advisory committees of the Victoria & Albert Museum and the Chelsea Physic Garden. Mr. Koh received a Singapore government scholarship to read economics and law at Trinity College, Cambridge and is also a graduate of Harvard Law School. He is also the author of the biography of Singapore’s first Chief Justice published in 2008 by the Singapore Academy of Law.

We believe that Mr. Koh serves as a valuable member of our Board due to his experience serving on other boards of directors and in investment banking and law.

Required Vote

The Class III director nominees receiving a plurality of the affirmative votes cast at the meeting shall be elected as Class III directors.

Votes withheld will have no legal effect on the election of directors. Under the rules of the New York Stock Exchange, which are also applicable to companies listed on the Nasdaq Global Select Market, brokers are not permitted to vote shares held for a customer on“non-routine” matters without specific instructions from the customer. As such, brokernon-votes will have no effect on the outcome of this proposal.

Recommendation of the Board

Our Board recommends you vote FOR the three Class III director nominees listed above.

Other Directors Not Up forRe-election at this Meeting

Class I Directors

Benson Kwan Hung Tsang

Mr. Tsang has served as a member of our Board since July 2018. Mr. Tsang brings over 30 years of financial and general management experience to Athenex. Mr. Tsang has served as a partner of Hongsen Investment Management Limited, the GP of Hongsen Investment Fund LP since January 1, 2020. From July 2015 to present, through his consulting firm, Benita Consulting Company, he provides financial and operational advisory services to companies in Canada and China. From March 2010 to June 2015, Mr. Tsang served as the Chief Financial Officer of ATA Inc. From July 2006 to February 2009, Mr. Tsang held the role of Chief Financial Officer of WuXi Pharmatech Inc. where he played a crucial role in the company’s successful IPO in 2007. Mr. Tsang was appointed as an independent director of Pharmaron Beijing Co., Ltd. in November 2019. Previously, from November 2011 to March 2013, he served as an independent director of Shangpharma Corp. Mr. Tsang has also held senior positions at PCCW Ltd., Imation Corp., Coopers & Lybrand and D&T. He is a member of the Chartered Professional Accountants of Canada and the Hong Kong Institute of Certified Public Accountants. Mr. Tsang holds a Bachelor of Commerce degree and an MBA from McMaster University in Ontario, Canada.

We believe that Mr. Tsang serves as a valuable member of our Board due to his extensive financial and management experience.

Jinn Wu

Dr. Wu has served as a member of our Board since April 2007. In 1987, Dr. Wu founded XenoBiotic Laboratories, Inc., or XBL, in Plainsboro, New Jersey, a contract research organization that provides an extensive array of clinical and preclinical research services to the biotechnology and pharmaceutical industries, and he

served as its President until September 2014. Since then, Dr. Wu has served as Chief Scientific Officer and Senior Vice President of WuXi AppTec from 2015 to 2016 and, from 2017 through October 2018, as Scientific Strategic Advisor to WuXi AppTec Group. Dr. Wu has served as Chairman of the Board of AiViva Biopharma since 2016 and a member of the board of directors of Handa Biopharmaceuticals, Inc. since 2017. Dr. Wu earned a Ph.D in Natural Products and Medicinal Chemistry from Ohio State University and spent several years as a research scientist at FMC Corporation (NYSE: FMC) before founding XBL. He is an adjunct professor at the Rutgers School of Biomedical and Health Sciences and is a member of the American Association of Pharmaceutical Scientists, the International Society for the Study of Xenobiotics, the American Society of Pharmacognosy and the American Chemical Society.

We believe that Dr. Wu serves as a valuable member of our Board due to his extensive medical experience and experience with clinical and preclinical research services.

Stephanie Davis

Ms. Davis has served as a member of our Board since April 2019. She is currently a Senior Client Partner at Korn Ferry, where she has led the Private Equity/Technology markets in North America since August 2017 and is a core member of the CEO & Board practices. Prior to joining Korn Ferry, Ms. Davis spent 17 years at Spencer Stuart, another leading global executive search firm where she was a member of the CEO & Board Practice. Earlier in her career, she led the international division of educational software company, Jostens Learning Corporation, and was a management consultant with McKinsey & Company. Throughout her career, Ms. Davis has been active with nonprofits, and is currently serving as a Trustee Emeritus for The Buckley School. Previously she has served as a National Trustee for The Boys & Girls Clubs of America and as a board member for Los Angeles Team Mentoring. Ms. Davis is a member of the board of directors of Software Acquisition Group, Inc. (NASDAQ: SAQN), since November 2019 and is the chair of the compensation committee and member of the audit committee. Ms. Davis is a frequent speaker on board governance and women in the boardroom, including: Princeton University’s She ROARS Conference 2018, “Earning your Stripes: The Journey to Board Membership”; Harvard Business School Reunion 2017, “Women on Boards”; and several corporate conferences. She is a founding sponsor of “2020 Women on Boards” national campaign, and member of WomenCorporateDirectors. Ms. Davis earned her Master of Business Administration from Harvard Business School and Bachelor of Science in Engineering, cum laude, from Princeton University.

We believe that Ms. Davis serves as a valuable member of our Board due to her expertise in corporate governance, executive compensation and executive leadership qualifications.

Class II Directors

Kim Campbell—DirectorCampbell

The Right Honourable Kim Campbell has served as a member of the board of directorsour Board since October 2015 and is currently our Lead Independent Director. 1nIn 1993, Ms. Campbell served as Canada’s nineteenth and first female Prime Minister. More recently, Ms. Campbell has served as the Founding Principal of Peter Lougheed Leadership College at the University of Alberta sincefrom 2014 to 2018 and as a professional speaker since 2001. She previously held cabinet portfolios as Minister of Justice and Attorney General, Minister of Indian Affairs and Northern Development and Minister of National Defence and Minister of Veterans’ Affairs. She was the first woman to hold the Justice and Defence portfolios, and the first woman to be Defence Minister of a NATO country. Ms. Campbell participated in major international meetings including the Commonwealth, NATO, theG-7 Summit and the United Nations General Assembly. After her tenure as Prime Minister, Ms. Campbell was a fellow at the Institute of Politics (Spring 1994) and the Shorenstein Center on Media, Politics and Public Policy (1994-1995) at the Harvard Kennedy School of Government. She served as the Canadian Consul General in Los Angeles (1996-2000), then returned to Harvard to teach at the Center for Public Leadership at the Kennedy School (2001-2004).

Ms. Campbell is a founding member of the World Leadership Alliance Club de Madrid, an organization of former heads of government and state who work to promote democratic values. Shevalues, where she served as Secretary General (2004-2006). She has also served as its Acting President in 2002, its Vice President in 2003-2004 and served on its board of directors from 2007-2011.2007-2011 and from 2019 to present. Ms. Campbell iswas a member and chair emerita of the Council of Women World Leaders (1993-2003). The Council’s membership consists of women who hold or have held the office of President or Prime Minister. Ms. Campbell is a member of the International Women’s Forum (IWF), a global organization of women of significant and diverse achievement. She served as itsIWF’s president (2003-2005) and was inducted into the IWF Hall of Fame in 2008.

Today, Ms. Campbell devotesis the majority of her time to serving as the founding principalChair of the Peter Lougheed Leadership College at the UniversityIndependent Advisory Board for Supreme Court of Alberta. SheCanada Appointments and is also a trustee of the International Center for the Study of Radicalisation and Political Violence at King’s College London. She is a member of the Pacific Council on International Policy, the West Coast affiliate of the Council on Foreign Relations, and the Global Council of the Asia Society of New York. She is on the advisory board of Equal Voice and an honorary patron of Informed Opinions. She is also a senior advisor to the Crisis Group and an honorary board member of the Climate Action Reserve and previously served as a trustee of the Salk Institute for Biological Studies (2007-2010). Ms. Campbell earned her B.A. in political science and LL.B. from the University of British ColumbiaColumbia.

We believe that Ms. Campbell serves as a valuable member of the board of directorsour Board due to her extensive experience serving on the boards of directors of a variety of other entities over the course of her career.

Manson Fok—DirectorFok

Dr. Fok has served as a member of the board of directorsour Board since June 2015. Since October 2011,March 2019, Dr. Fok has beenserved as Dean of the ChairmanFaculty of Medicine at Macau University of Science and Technology (MUST). From June 2013 to February 2019, Dr. Fok served as Dean, Faculty of Health Science at MUST. Dr. Fok has also served as chairman of Virtus Medical Group since January 2018. Prior to his service at MUST, beginning in October 2011 and until 2014, Dr. Fok served as the chairman of Pedder Clinic, a private medical practice in Hong Kong. He is also the Dean, Faculty of Health Sciences at Macau University of Science and Technology, or MUST; Hospital Director of University Hospital at

and gastroenterology, and was formerly certified in Transplant Hepatology. He was the founding Medical Director of Liver Transplantation at both the University of Colorado Health Sciences Center and Cedars-Sinai/UCLA Medical Center, where he was Director of Hepatology beginning in 1990 and later Medical Director of Multi-Organ Transplantation. His clinical interests include autoimmune and alloimmune liver diseases, liver transplantation, hepatobiliary cancers, acute liver failure, viral hepatitis,non-alcoholic fatty liver disease, Wilson disease and drug-induced liver injury (“DILI”). His translational research interest is immunologic mechanisms of hepatobiliary injury in autoimmune and alloimmune liver diseases, cancer immunotherapy, DILI, viral hepatitis and acute liver failure. He has authored over 250 manuscripts, reviews and chapters. Honors include Phi Beta Kappa, Alpha Omega Alpha, Best Doctors in America, Top 1% physician rating by U.S. News and World Report, Who’s Who in America, Who’s Who in the World, Who’s Who in Science and Engineering and Who’s Who in Healthcare. He currently serves on the National Institutes of Health and National Institute of Diabetes and Digestive and Kidney Diseases Liver Tissue and Cell Distribution System Coordinating Committee and the DSMB for their DILI Network. He also has served as President of the American Association for the Study of Liver Diseases, Secretary-Treasurer of Digestive Disease Week^® and chairman of the National board of directors effective uponof the completion of our initial public offering in June 2017. Mr. Trainor-Degirolamo is the Founder and Managing Director of PacBridge Capital Partners (HK) Limited, a principal investment and advisory firm based in Hong Kong, which he founded in 2009. Prior to establishing PacBridge, Mr. Trainor-Degirolamo spent more than 20 years in roles of increasing responsibility in the financial services industry, including with Credit Suisse Management (Australia) Pty Ltd., Morgan Stanley Asia Pacific Holding Ltd. and as Head of Investment Banking for Asia and as Vice Chairman of Merrill Lynch Asia. Since 2012, he has also served as an Executive Director of Macau Legend Development Ltd. (HKSC: 1680.HK). Mr. Trainor-Degirolamo received his BCom from the University of British Columbia.American Liver Foundation.

We believe that Mr. Trainor-Degirolamo’s experience in investing and financial services, as well as his knowledge of the Company, qualifies him to serve on the board of directors.

Song-Yi Zhang—Director

Mr. Zhang joined the board of directors in June 2015. Mr. Zhang is the founder of Mandra Capital Limited, an investment holding company focused on early stage opportunities in internet, life science, materials and technologies. Mr. Zhang has more than twenty years of investment banking and direct investment experience. In addition to his responsibilities as Chairman of Mandra Capital Limited since its inception in 2002, Mr. Zhang has served as a director of SINA Corp (NASDAQ: SINA) since April 2004, and an independentnon-executive director of China Longyuan Power Group Corporation Limited (HKSE: 0916.HK) since July 2009 and China Renewable Energy Investment Limited (HKSE: 0987.HK) from April 2008 to April 2013 and since 2016. Prior to founding Mandra Capital, Mr. Zhang served as a Managing Director of Asia Merger, Acquisition and Divestiture Group, and theco-Head of Asia Resources and Infrastructure Group of Morgan Stanley, and a Senior Associate of Milbank, Tweed, Hadley & McCloy LLP. Mr. Zhang received his J.D. from Yale University.

We believe that Mr. ZhangDr. Vierling serves as a valuable member of the board of directorsour Board due to his extensive medical experience investing in biotechnology companies.

Required Vote

Provided there is a quorum for the meeting, the Class I director nominees receiving the highest number of affirmative votes of our common stock present or represented and entitled to be voted for them shall be elected as Class I directors. Votes withheld will have no legal effect on the election of directors. Under applicable NASDAQ Stock Market listing standards, brokers are not permitted to vote shares held for a customer on“non-routine” matters without specific instructions from the customer. As such, brokernon-votes will have no effect on the outcome of this proposal.

The board of directors unanimously recommends that stockholders vote FOR the three Class I director nominees listed above.experience with clinical research.

CORPORATE GOVERNANCE MATTERS

Information about theour Board

The board of directorsOur Board consists of nine directors, sevennon-employee of whom are considered independent directors, as defined in the currently applicable Nasdaq Stock Market listing standards. The directors who are not considered independent are Dr. Fok, who is deemed not to be independent because he had a material relationship with us within the last three years, and our Chief Executive Officer, Johnson Y.N. Lau. Our amended and restated certificate of incorporation and amended and restated bylaws provide that the number of directors on the board of directorsBoard may be determined from time to time by resolution of the board. The boardBoard. Our Board is currently divided into three classes, as follows:

Upon the expiration of the initial term of office for each class of directors, nominees infor such class shall be elected for a term of three years and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy will be filled by the directors then in office.

Directors will only be removed with cause by the affirmative vote of at least a majority of the stock then entitled to vote at an election of directors. Because onlyone-third of our directors will be elected at each annual meeting, two consecutive annual meetings of stockholders could be required for the stockholders to change a majority of the board.Board.

As Chairman of the board of directors,Board, Dr. Lau has authority to, among other things, call and preside over meetings of the board,our Board, set meeting agendas in consultation with the chairs of the applicable committees of the boardBoard and with the approval of the Lead Independent Director, and perform such other duties and responsibilities as requested by the board.Board. Accordingly, Dr. Lau, along with the Lead Independent Director, has the ability to shape the work of the board.Board. We believe Dr. Lau’s experience at the Company and on other public company boards allows him to possess detailed andin-depth knowledge of the issues, opportunities, and challenges facing the Company and our business, and therefore, positions him well to develop agendas with the chairs of the applicable committees of the boardour Board and the Lead Independent Director that ensure the board’sour Board’s time and attention are focused on critical matters.

The Company believesWe believe that combining the positions of Chief Executive Officer and Chairman of the Board helps to ensure that the board of directorsour Board and management act with a common purpose. In the Company’sour view, separating the positions of Chief Executive Officer and Chairman has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the Company’sour ability to develop and implement strategy. Instead, the Company believeswe believe that combining the positions of Chief Executive Officer and Chairman provides a single, clear chain of command to execute the Company’sour strategic initiatives and business plans. In addition, the Company believeswe believe that a combined Chief Executive Officer and Chairman is better positioned to act as a bridge between management and the board,our Board, facilitating the regular flow of information. While the boardour Board believes the combination of these positions has served the Companyus well, and intends to maintain this combination of roles where appropriate and practicable, the board does not believe that it is inappropriateour Board may separate the positionpositions of Chief Executive Officer and Chairman of the Board in the future.

When the Chairman of the Board and Chief Executive Officer are one person, a majority of the board’sour Board’s independent directors designate a Lead Independent Director to provide additional independent leadership and oversight to the board.our Board. The Lead Independent Director serves as a liaison between the Chairman of the Board and the independent directors, leads executive sessions of the board,Board, leads the boardBoard in discussions concerning the

and meeting schedules for the board,our Board, approves information sent to the board,Board, is available for consultation and direct communication if requested by major stockholders and performs such other duties and responsibilities as requested by the board.Board. Ms. Campbell is currently the Lead Independent Director.

We entered into a voting agreement with Mandra Health Limited that, subject to certain requirements, requires us to use our best efforts to include a director nominee of Mandra’s choosing to be recommended by the board of directors to serve on the board of directors. Mr. Zhang currently serves as Mandra’s representative on the board. For additional information about this agreement, please see “Certain Relationships and Related Party Transactions—Voting Agreements—Mandra Health Limited.”

Director Independence

The board of directorsOur Board has determined that each of Dr.Drs. Vierling and Wu, Ms.Mses. Campbell and Davis, and Messrs. Cannon, Trainor-Degirolamo,Koh, Kanfer and ZukinTsang are “independent” as defined in the currently applicable NASDAQNasdaq Stock Market listing standards. Additionally,Mr. Trainor-De Girolamo, who served as director for part of the 2019 fiscal year, was considered independent. Each member of our audit committeeAudit Committee, Compensation Committee and nominatingNominating and corporate governance committee, and a majority of the members of our compensation committee,Governance Committee are “independent” as defined in the currently applicable NASDAQNasdaq Stock Market listing standards, and each member of our audit committeeAudit Committee and a majority of the members of our compensation committeeCompensation Committee also meet the heightened standard of “independence” under the NASDAQNasdaq Stock Market listing standards for audit committeeAudit Committee and compensation committeeCompensation Committee members, as applicable.

The board directs the management of our business as provided by Delaware law and conducts its business through meetings of the board of directors, an audit committee, a compensation committee, and a nominating and corporate governance committee. Further, from time to time, other committees may be established under the direction of the board when necessary to address specific issues. The composition of the board committees complies, when required, with the NASDAQ Stock Market listing standards and applicable law.

Family Relationships

There is no family relationship between any director, executive officer or person nominated to become a director or executive officer of the Company.

Executive Sessions ofNon-Employee Independent Directors

In order to promote open discussion amongnon-employee independent directors, the board of directorsour Board has a policy of regularly conducting executive sessions ofnon-employee independent directors at scheduled meetings led by the Lead Independent Director and at such other times requested by anon-employee director in a manner that isother independent of our Chiefdirectors. Executive Officer.sessions do not include Drs. Lau and Fok.

Selection of Nominees for the Board

For each meeting of Directors

The nominating and corporate governance committeestockholders to elect members of the board of directors is responsibleBoard, our Nominating and Governance Committee will recommend that the Board nominate qualified candidates whom our Nominating and Governance Committee has evaluated to stand for establishing the criteria for recommending which directors should stand forre-electionelection to the board and the selection of new directors to serve on the board.Board. In addition, the committeeour Nominating and Governance Committee is responsible for establishing the procedures for our stockholders to nominate candidates to the board.Board. The committee has not formulated any specific minimum qualifications for director candidates, but has determined certain desirable characteristics, including experience, integrity, competence, diversity, skills, industry knowledge and independence. TheOne of the core functions of our Nominating and Corporate Governance Committee Charter callsis to provide assistance to the Board in ensuring the diversity of the Board. While we do not have a formal policy regarding the consideration of diversity in identifying nominees for director, we do seek out individuals who will bring a diversity in perspectives, experiences and background to the committee to consider diversity to be an additional desirable characteristic in potential nominees.Board.

Our bylaws permit any stockholder of recordNominating and Governance Committee will consider nominations for director candidates by our stockholders. Stockholders may submit candidates for nomination to nominate directors. the Board based on the criteria set forth by the Nominating and Governance Committee and the Board in accordance with the procedures set forth in our amended and restated bylaws.

Stockholders wishing to nominaterecommend a director must deliver written notice of thecandidate for nomination either by personal delivery or by U.S. certified mail, postage prepaid, to the Corporate Secretary (i) with respect to an election to be held at an annual meeting of stockholders,

All of our directors attended at least 75% of the aggregate of all meetings of the board of directorsBoard and the committees on which he or she served during 2017.2019. We do not have a formal written policy with respect to directors’ attendance at our annual meetings of stockholders. The Company did not have anOne of our directors attended our 2019 annual stockholders meeting in 2017.of stockholders.

The board of directors

Our Board has affirmatively determined that Mr. ZukinTsang is qualified as the “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of RegulationS-K promulgated by the SEC. The designation does not impose on Mr. ZukinTsang any duties, obligations or liabilities that are greater than those generally imposed on members of the audit committeeAudit Committee and the board of directors.Board.

Both our independent registered public accounting firm and internal financial personnel regularly meet privately with the audit committeeour Audit Committee and have unrestricted access to this committee.

Pursuant to its written charter, the compensation committeeour Compensation Committee has the authority to engage the services of a compensation consultant, legal counsel and other outside advisors as it deems appropriate to assist it in the evaluation of the compensation of our directors, principal executive officer or other executive andnon-executive officers, and in the fulfillment of its other duties. Additionally, the compensation committee has the authority to review and approve the compensation of our other officers and employees and may delegate its authority to review and approve the compensation of othernon-executive officer employees to specified executive officers.

Nominating and Governance Committee

The nominatingOur Nominating and governance committeeGovernance Committee consists of Ms.Mses. Campbell (Chair), and Messrs. CannonDavis and Zukin. As previously announced, Mr. Zukin is resigning from the board of directors effective July 1, 2018.Dr. Wu. All members of the nominatingour Nominating and corporate governance committeeGovernance Committee are independent directors, as defined in Rule 5605(a)(2) of the NASDAQNasdaq Stock Market listing standards. The nominatingOur Nominating and corporate governance committeeGovernance Committee met twice during our 20172019 fiscal year.

The nominatingOur Nominating and governance committeeGovernance Committee is responsible for, among other things:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEPROPOSAL THREE — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are asking stockholders to indicate, ona non-binding, advisory basis, how frequently they believe an advisory vote on executive compensation, such as we have included in Proposal Two, should occur. By voting on this Proposal Three, stockholders may indicate whether they prefer that we hold future advisory votes on executive compensation once every one, two or three years. Stockholders may also abstain from voting. Stockholders will have an opportunity to cast an advisory vote on the frequency of future advisory votes on executive compensation at least every six years.

Our Board understands that there are different views as to what is an appropriate frequency for advisory votes on NEO compensation. After careful consideration, our Board is recommending that futuresay-on-pay votes occur every year. We believe that this frequency is appropriate because it provides stockholders with an opportunity to express their opinion annually as to NEO compensation, because such compensation may change from year to year.

Therefore, in accordance with Section 16(a)14A of the Exchange Act, requiresand as a matter of good corporate governance, we ask our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our common stock or other equity securitiesstockholders to fileapprove the following advisory resolution at the Annual Meeting:

“RESOLVED, that the stockholders determine, on an advisory basis, that the frequency with the SEC certain reports of ownership and reports of changes in ownership of our securities. Executive officers, directors andwhich stockholders who hold more than 10% of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). Based solely on a review of this information and written representations from these persons that no other reports were required, we believe that, during the prior fiscal year all of our executive officers, directors, and to our knowledge, 10% stockholders complied with the filing requirements of Section 16(a) of the Exchange Act, except for Huateng Ma, an affiliate of the Company who filedshould submit an advisory vote on the compensation of the Company’s named executive officers as set forth in the Proxy Statement is ONE YEAR.”

This advisory vote isnon-binding on our Board and the Compensation Committee of the Board, and may not be construed as overruling any decision made by our Board. However, our Board and our Compensation Committee will consider the voting results on this proposal in determining the frequency of futuresay-on-pay votes.

Required Vote

Stockholders can specify one of four choices when voting on this proposal:ONE YEAR,TWO YEARS,THREE YEARS orABSTAIN.

Our Board will consider our stockholders’ preference, as reflected in the vote on this Proposal Three in determining how frequently the advisory vote on compensation of our NEOs occurs in the future.

Recommendation of the Board

The Board Recommends a Form 3vote FOR “ONE YEAR” on July 13, 2017 to make an initial report of holdings that was due June 13, 2017, and Ms. Campbell, Messrs. Cannon, Trainor-Degirolamo, Zhang and Zukin and Drs. Fok, Kwan and Zuo, who each filed a Form 4 on June 21, 2017 to report the acquisition of options on June 19, 2017, which were later amended on Forms 4/A to report the acquisition date as June 14, 2017.Proposal Three.

EXECUTIVE COMPENSATION

As an emerging growth company, we have opted to comply withCompensation Discussion and Analysis

Introduction

Our Compensation Discussion and Analysis, or CD&A, describes the material elements of our executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is definedprogram and decisions in the rules promulgated under the Securities Act, which require compensation disclosure2019 for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. Our named executive officers, or NEOs, who for the year ended December 31, 2017 are:2019 were:

Key Elements

Following a brief discussion of Our Compensation Program for 2017

The primary objectivethe performance highlights and key compensation decisions from 2019, we will provide an overview of our compensation policiesframework, including discussions of our compensation philosophy and programsobjectives along with respect tothe elements of executive compensation, followed by an outline of our compensation decision process and a discussion of our 2019 executive compensation decisions. Detailed information about our executive compensation can be found under the heading “Compensation Tables” that immediately follows this CD&A.

Performance Highlights from 2019

We worked throughout 2019 to advance our Oncology Innovation Platform product pipeline, develop our Commercial Platform to prepare to commercialize our later stage product candidates and build out our Global Supply Chain Platform to support our other two platforms. We realized significant progress in advancing our Oncology Innovation Platform product pipeline in 2019, notably announcing results of the Phase 3 study of Oral Paclitaxel, completing two Phase 3 studies for tirbanibulin ointment and submitting an NDA to the FDA for tirbanibulin ointment as a topical treatment for AK. We are making the necessary preparations to ensure our Commercial Platform is well positioned to enable us to quickly and effectively commercialize our product candidates when or if approved, despite setbacks around vasopressin and API production in 2019. Our Global Supply Chain platform achieved progress on a number of significant projects, including completing construction of our new API facility in Chongqing, China, and continued progress towards construction of our facility in Dunkirk, NY, while also working to address local regulatory actions that resulted in our voluntarily suspending commercial production of API at our existing facility in Chongqing, China. Our Compensation Committee determined our 2019 performance to be consistent with the target levels established by the committee and took this into consideration in determining awards under our 2019 annual incentive program.

Key Compensation Decisions from 2019

On the basis of our strong performance and in order to attract and retain highly qualified executives, our Compensation Committee and our Board made the following key compensation decisions for 2019:

Compensation Framework

Compensation Philosophy and Objectives

Our executive compensation philosophy is to serve our stockholders by attracting, retaining and motivating talented and qualified executives. We focus on providingprovide a competitive compensation package that provides, at the discretionin line with similarly positioned clinical stage companies in our industry, while rewarding strong performance. In light of the boardextended product development timelines in our industry, we believe that executive compensation should be structured to ensure that a significant portion of directors,our NEOs’ compensation opportunity is related to factors that link to the creation of long-term incentives forstockholder value.

Our executive compensation program is designed to attract and retain highly qualified executives, incentivize these executives to contribute to both short- and long-term business and clinical development goals, and align executive compensation with the creation of long-term stockholder value. Our Compensation Committee believes the compensation program should be structured to reward the achievement of both individual performance goals in furtherance of Company-wide performance goals. The overall objective of our Compensation Committee in structuring and implementing our executive compensation policies is to ensure that our executive compensation program is aligned with the interests of our stockholders as well as our business goals, and that the total compensation paid to each of our NEOs is fair, reasonable and consistent with the objectives of our philosophy and compensation program.

Our business is quickly developing and evolving due to the dynamic stage we are in, giving rise to a need for flexibility when setting performance goals, priorities and objectives. As a result, our Compensation Committee sets goals for our NEOs at the outset of the year and actively monitors our business, meeting periodically throughout the year to reassess, reprioritize and realign goals, as necessary, to ensure that these goals are aligned with our rapidly changing business needs. We are continually evaluating various compensation programs to implement as our business evolves. The disclosures below describe our current compensation practices.

Elements of Executive Compensation

Overview of Compensation Components

The key elements of our executive compensation program include:

We also provide compensation to our NEOs in the form of other benefits, consistent with all employees, such as participation in a 401(k) plan and health and welfare plans.

Annual Base Salary

Our Compensation Committee reviews the annual base salaries of our NEOs. In considering changes in annual base salary for 2019, our Compensation Committee considered management’s proposal for our NEOs. Our Compensation Committee determined to provide for a 5% across the board increase in base salary to each of our NEOs based on a review of current pay practices and market data, using information that is generally available, including financial data and information with respect to the compensation programs and practices of clinical stage public companies in our industry from proxy statements or through widely available compensation surveys.

Annual Incentive Award

Our Compensation Committee establishes a target annual incentive award amount for each NEO that is a percentage of their annual base salary. Payment of the award is tied to Company-wide goals along with individual milestones for each NEO. Each milestone is assigned a percentage of the target award amount such that achieving all the milestones would result in an award of the full target amount. In certain instances, a NEO may have milestones with aggregate percentages that exceed 100% of the target award, however, annual cash awards are capped at thepre-determined target amount. Annual targets, milestones and the related percentages are determined by our Compensation Committee on the basis of its assessment of our business for the coming year, with reference to recommendations for these items provided to our Compensation Committee by management.

Our Compensation Committee and our Board review the overall performance of our NEOs and achievement of the Company against stated goals, along with the milestones for each NEO and determines the award amount payable to such officer. While our Compensation Committee considers the established individual milestones in making an award determination, it also continually monitors changes in our business and is empowered throughout the year to adjust milestones if our business needs change such that an established milestone no longer aligns with our strategic priorities and goals or to set milestones as a result of changes to the business.

As a result of theCOVID-19 outbreak, we have elected to defer the payment of the 2019 Annual Incentive Awards and to pay these amounts at a yet to be determined future date. At the time of payment, our NEOs may elect to receive payment of their 2019 Annual Incentive Award in cash or as an award of shares of unrestricted common stock pursuant to our 2017 Omnibus Incentive Plan. The NEOs may elect to receive 25%, 50% or 100% of their award in shares. The number of shares issuable upon an election to be paid in stock is calculated by dividing (a) theafter-tax cash award by (b) the result of discounting the closing price of our common stock on the grant date by 15%, in each case in whole or in part. All officers that elect to receive shares of common stock in lieu of cash will agree not to sell their shares until six months following the issuance of the shares.

Long-Term Incentive Compensation; 2017 Omnibus Incentive Plan

Our 2017 Omnibus Incentive Plan, or the 2017 Plan, provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to our employees and any parent and subsidiary employees, and for the grant ofnon-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to our employees, directors, and consultants and to employees, directors, and consultants of certain affiliated entities. We typically grant stock options at the start of employment to each NEO. Our Compensation Committee evaluates each year whether our NEOs will receive an award of equity-based compensation as one component of their overall compensation for such year. Our Compensation Committee establishes and reviews a target grant amount for each NEO based on comparable market data and to determine the amount granted to each NEO based on his individual performance and our overall performance as a Company. See “Compensation Decision Process” below.

We award our equity grants on the date our Board approves the grant recommended by our Compensation Committee. We set the option exercise price based on the closing price of our common stock on the date of grant. For grants in connection with initial employment, vesting begins on the initial date of employment. Time vested stock option grants to our NEOs and most employees typically vest 25% on each anniversary of the vesting commencement date over either a three- or four-year period. For further information on our equity compensation plans, see “Proposal Four—Approval of Amended and Restated 2017 Omnibus Incentive Plan—Equity Compensation Plan Information” below.

401(k) Plan

Our employees, including our NEOs, are eligible to participate in our 401(k) plan. Our 401(k) plan is intended to qualify as atax-qualified plan under Section 401(a) of the Code. Our 401(k) plan provides that each participant

may contribute a portion of his or herpre-tax compensation, up to a statutory limit, which for most employees was $19,000 in 2019. Participants who are 50 years or older can also make “catch up” contributions, which in 2019 was up to an additional $6,000 (or a combined maximum of $25,000). Employee contributions are held and invested by the plan’s trustee. Our 401(k) plan also permits us to make discretionary contributions and matching contributions. We make matching contributions to our employees of an amount equal to 50% of their elective deferral which does not exceed 8% of their compensation.

Mandatory Provident Fund Arrangement

The Mandatory Provident Fund Plan (the “MPF Plan”) is a mandatory provident fund arrangement required under the laws of Hong Kong. Subject to certain required minimum and maximum levels under law, 5% percent of a participant’s relevant income must be contributed to the MPF Plan and total contributions are capped at $1,500 HKD a month. We match amounts contributed to the MPF Plan, which we contribute in HKD to the MPF Plan trustee, AIA International Limited by Autopay. Mr. Sze is the only NEO who participates in the MPF Plan.

Non-Qualified Deferred Compensation

On January 1, 2019, we froze ourNon-Qualified Deferred Compensation Plan. Dr. Lau is the only NEO who is a participant in the plan. While no contributions can be made, Dr. Lau’s current contributions remain in the plan and, pursuant to his employment agreement, earn interest at a rate of four percent per annum until paid.

Pension Benefits

We do not have any qualified ornon-qualified defined benefit pension plans.

Perquisites

We do not offer perquisites to our NEOs.

Compensation Decision Process

Role of Our Compensation Committee and Executive Officers

Our Compensation Committee is responsible for overseeing the total compensation of our executive officers including each of our NEOs. In this capacity, our Compensation Committee designs, implements, reviews and recommends to our Board the approval of all compensation for our Chief Executive Officer and our other NEOs.

Our Compensation Committee annually reviews and determines the compensation for our executive officers, including each of our NEOs. In setting base salaries, annual incentive awards and granting long-term equity incentive awards, as further described below, our Compensation Committee reviews compensation for similarly situated executives, the historical compensation levels of our executives, performance factors, and the overall goals and objectives of our philosophy and compensation program. We do not target a specific competitive position or a specific mix of compensation among base salary, incentive award or long-term equity incentive awards. Notwithstanding, our program is structured so that variable, or “at risk,” compensation makes up a significant percentage of total compensation for our NEOs. This ensures that the executives with the highest degree of responsibility to stockholders are held most accountable for results and changes in stockholder value.

The performance factors described below are considered by our Compensation Committee in connection with our annual performance reviews and are a critical component in the determination of annual incentive awards and long-term equity incentive awards for our NEOs.

To aid our Compensation Committee in making its determination with respect to our other executive officers, our Chief Executive Officer provides recommendations annually to our Compensation Committee regarding the compensation of all other executive officers (other than himself) based on the overall corporate achievements during the period being assessed and his knowledge of the individual contributions to our success by each of the NEOs.

Based on those discussions and its discretion, our Compensation Committee then approves the compensation for our executive officers, including our NEOs. Our Board, without members of management present, discusses our Compensation Committee’s report on these matters and approves the compensation of our Chief Executive Officer.

Factors Considered

Our Compensation Committee considers a wide range of factors, including the following as and if they relate to the roles and responsibilities of a particular NEO, among others, when reviewing and approving, or recommending to our Board as applicable, the amount of each compensation element and the target total compensation opportunity for our executive officers (including our NEOs), some of which are specific to the skills and positions of our NEOs while others reflect our status as a clinical stage biopharmaceutical company:

Our Compensation Committee and our Board, as applicable, do not assign relative weights or rankings to factors, and do not consider any single factor as determinative in the compensation of our executive officers. Rather, our Compensation Committee and our Board, as applicable, rely on their own knowledge and judgment in assessing performance and making compensation decisions.

Defining and Comparing Compensation to Market

While we have not established a peer group in determining executive compensation, our Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for talent. To this end, our Compensation Committee reviews market data, using information that is generally available, including financial data and information with respect to the compensation programs and practices of clinical stage public companies in our industry from proxy statements or through widely available compensation surveys, for each NEO’s position, including information relating to the mix and levels of compensation for similarly situated executive officers. To date, our Compensation Committee has not engaged a compensation consultant but has the authority to do so pursuant to its charter, which authorizes it to retain compensation consultants to assist it in its work as well as to determine the amount of remuneration provided to such consultants.

Stockholder Say-on-Pay

Our stockholders will have an opportunity to cast an advisory vote on the compensation for our NEOs at the Annual Meeting. Our Board has recommended, subject to their further consideration of the preference of our stockholders (as reflected in thenon-binding advisory vote onsay-on-pay and the frequency of futuresay-on-pay votes conducted at the Annual Meeting), that stockholders be provided an annual advisory vote on the compensation of our NEOs.

Other Executive Compensation Matters

Equity Compensation Policies

Our Compensation Committee approves equity awards for our NEOs and other executive officers and authorizes the CEO to approve equity awards for all other employees based on approved pools for annual and new hire grants. NEO awards are approved either at a regularly-scheduled meeting of our Compensation Committee or by unanimous written consent.

The exercise price of stock options is not less than the closing price of our common stock on the Nasdaq Global Select Market on the grant date of the stock option. We do not time grants of equity awards to coordinate with the release ofmaterial non-public information, and we have not timed the release ofmaterial non-public information for purposes of affecting the value of the compensation awarded to our NEOs or any other employee.

Recoupment and Clawbacks

Our Audit Committee has the authority to enact recoupment policies and procedures for cash incentives and equity awards in the event of certain financial restatements, should the committee feel such policies and procedures are necessary and advisable.

Anti-Hedging Policy

We have a policy that prohibits our executive officers, directors and other members of management from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our stock.

Stock Ownership Guidelines

On November 21, 2019, we adopted stock ownership guidelines that require all current executive officers andnon-employee directors to hold a minimum number of shares of our common stock. The guidelines are intended to further align the interests of these executives and our directors with those of our stockholders. The minimum ownership thresholds are six times base salary for our CEO, three times base salary for all other executive officers, and three times annual cash retainer fornon-employee directors.

When determining whether the executive officers ornon-employee directors have met their ownership requirements under the policy, only shares held outright by the person (including shares held by immediate family members in the same household), shares held through partnerships, trusts or similar entities (but only to the extent the person has an economic interest in the underlying shares), shares subject to vested restricted stock units, and shares underlying up to 50% of vestedin-the-money stock options are counted as owned for such calculation. Each executive ornon-employee director has five years in order to meet their minimum ownership level, which will be adjusted annually until met. Currently, each of our NEOs and each of ournon-employee directors either meets their minimum ownership level, or is within the five-year period in order to meet their minimum ownership level, under our stock ownership guidelines. The stock ownership guidelines empower our Compensation Committee to take such action as it deems appropriate for failure to meet the guidelines, and to grant waivers in limited circumstances.

Tax Implications of Executive Compensation

What follows is a general discussion of the tax and accounting implications of our executive compensation programs.

Section 162(m) of the Code

Section 162(m) of the Code limits deductibility of certain compensation to $1,000,000 per year for federal income tax purposes for certain executive officers.

However, our Compensation Committee believes that tax deductibility concerns are only one of a number of important considerations for designing and implementing our compensation programs. Our Compensation Committee must also weigh the competing concerns of providing competitive pay and paying for performance as well as our Compensation Committee’s interest in having flexibility in structuring our compensation programs as our business evolves, even though such practices may result innon-deductible compensation expenses.

As a result, our Compensation Committee may from time to time approve compensation for our executive officers that may not be fully deductible pursuant to Section 162(m) of the Code in order to achieve the desired goals of our compensation programs.

Accounting Considerations

Generally under U.S. GAAP, compensation is expensed as earned. We account for compensation expense associated with equity awards in accordance with FASB ASC Topic 718. Compensation—Stock Compensation. For further details regarding the accounting for the compensation expense associated with equity awards, see Note 13—Stock Based Compensation to our audited financial statements contained in our 2019 Annual Report on Form 10-K.

2019 Executive Compensation Decisions

Total Target Cash Compensation—Base Salaries and Target Bonus Percentages

When determining 2019 base salary and target bonus percentage adjustments, our Compensation Committee considered Company and individual performance objectives. Decisions regarding executive compensation arefactors among other factors described herein. Our Compensation Committee (and our Board, with respect to our CEO) decided that for 2019 base salaries for each NEO would be increased by 5% over their 2018 base salaries and each NEO’s target bonus percentage would remain the primary responsibilitysame as in 2018. The table below shows 2019 base salary, target incentive awards as a percentage of base salary and in real terms, along with actual incentive award amounts and percentage of the target award for each of our NEOs. As a result of theCOVID-19 outbreak, we have elected to defer the payment of the below listed bonus amounts and to give our NEOs the option to receive these amounts in stock at a future date.

Long-Term Equity Incentive Awards

In making annual long-term equity incentive awards to NEOs in early 2019, our Compensation Committee considered each NEO’s total stock options outstanding as of December 31, 2018, their performance during 2018, the potential amount that could be realized at different hypothetical stock prices upon exercise of those awards and each NEO’s percentage of ownership of the Company. Our Compensation Committee made final determinations based on its judgment in accordance withour pay-for-performance philosophy and the need to retain and motivate these highly experienced and essential members of our management team.

Our Compensation Committee (and our Board, with respect to our CEO) determined to grant each NEO an award of time-based stock options in 2019, subject to each individual’s continuous service, withone-fourth of the shares subject to each grant vesting beginning on February 28, 2020 and the remainder vesting in three equal annual installments thereafter. See “Grants of Plan-Based Awards” for a table that sets forth the grants made to our NEOs pursuant to our 2019 long-term incentive compensation committee.program.

Axis Equity Awards

In June 2018, we formed Axis Therapeutics Limited (“Axis”), a joint venture between us and Xiangxue Life Sciences Limited (“XLifeSc”) to develop and commercialize therapeutic products for oncology indications worldwide except in China. Axis is developing theTCR-T immunotherapy, one of the technologies in our Oncology Innovation Platform and is owned 45% by XLifeSc and 55% by us, and we are entitled to appoint three directors to Axis’s board and XLifeSc appoints two directors. At the time of the formation of Axis, a pool for equity awards to Axis employees, consultants and directors was created, and on November 15, 2019, Axis made equity awards to Johnson Lau and Randoll Sze, both of whom serve on Axis’s board and whose contributions and efforts are important to the success of Axis. The boardpurpose for the awards is to motivate these NEOs to increase the value of directors regularly assessesAxis and thereby maximize the value of our 55% ownership interest in the Axis joint venture. Our Compensation Committee reviewed these Axis awards as part of its review of these NEOs’ total compensation and considered and will consider the Axis awards in its compensation decisions for these NEOs for 2019 and future years.

2020 Executive Compensation Decisions

After monitoring developments related to the spread of COVID-19, we have undertaken a number of measures in

order to preserve our cash on hand during a volatile period in the U.S. and global capital markets. In addition to the deferred payment of NEO 2019 bonuses described above, as recommended by the Compensation Committee and as approved by the Board, we entered into an arrangement with Dr. Lau on March 24, 2020 whereby Dr. Lau has agreed to receive options to purchase shares of our common stock in lieu of his remaining base salary for fiscal 2020. Under the terms of the arrangement, Dr. Lau reduced his remaining base for fiscal 2020 to $40,000 in cash and, in exchange for his remaining base salary, agreed to receive a stock option to purchase 55,045 shares of common stock at an exercise price of $7.32 per share pursuant to our 2017 Omnibus Incentive Plan. The stock option vests in one lump sum on December 31, 2020. The grant date fair value of the stock option was equivalent to the value of Dr. Lau’s foregone base salary.

Compensation Risk Analysis

The Compensation Committee has reviewed our compensation policies for any practicesas generally applicable to our employees and believes that areour policies do not encourage excessive and unnecessary risk-taking, and that the level of risk

that they do encourage is not reasonably likely to have a material adverse effect on the Company; asCompany. In addition, the Compensation Committee believes that the mix and design of the endelements of December 31, 2017, the board concluded thatexecutive compensation do not encourage our compensation policies did not present any such risks to the Company.

In 2017, we compensated our named executive officers, throughincluding our NEOs, to assume excessive risks.

The Compensation Committee periodically reviews the elements of compensation to determine whether any portion of executive andnon-executive compensation encourages excessive risk taking. Among the factors that the Compensation Committee considered are:

We have not yet established a formal

Compensation Committee Report

The Compensation Committee of our compensation plansBoard has reviewed and discussed with management the amount of each compensation elementCompensation Discussion and Analysis included in this proxy statement. Based on such review and discussion, the Compensation Committee recommended to pay our named executive officers were generally developedthe Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement for the Annual Meeting, and also be incorporated by our management and approved byreference in the board of directorsCompany’s Annual Report on an individual,case-by-caseForm 10-K for basis utilizing a number of factors, including publicly available data and our general business conditions and objectives, as well as our subjective determination with respect to each executive’s individual contributions to such objectives.the fiscal year ended December 31, 2019.

Compensation Committee

Stephanie Davis (Chair)

Benson Kwan Hung Tsang

John M. Vierling

COMPENSATION TABLES

Summary Compensation Table

The following table shows information regarding the summary compensation for our namedNEOs for the fiscal years ended December 31, 2019, and December 31, 2018 and December 31, 2017, if applicable.

Grants of Plan-Based Awards