UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

Molecular Templates, 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):

MOLECULAR TEMPLATES, INC.

April 26, 2019

To Our Stockholders:

You are cordially invited to attend the 2019 annual meeting of stockholders of Molecular Templates, Inc.

Details

April 27, 2021 To Our Stockholders: You are cordially invited to attend the 2021 annual meeting of stockholders of Molecular Templates, Inc. to be held at 10:00 a.m. Eastern Time on Thursday, June 3, 2021 in a virtual meeting format. Due to the public health impact of the novel coronavirus outbreak (COVID-19) and to support the health and well-being of all of Molecular Templates, Inc.’s people, including its management and stockholders, this year’s annual meeting will be conducted solely via live audio webcast on the Internet. In order to attend, you must register prior to the deadline of June 1, 2021 at 5:00 p.m. Eastern Time at www.proxydocs.com/MTEM. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the annual meeting and will permit you to submit questions. You will not be able to attend the annual meeting in person. Additional details regarding the meeting, the business to be conducted at the meeting, and information about Molecular Templates, Inc. that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, three persons will be elected to our Board of Directors. In addition, we will ask stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending 2019,2021, and to approve by an advisory vote the compensation of our named executive officers, as disclosed in this proxy statement, and to vote on the frequency of the advisory vote on the compensation of our named executive officers. The Board of Directors recommends the approval of each of these proposals as set forth in this proxy statement. Such other business will be transacted as may properly come before the annual meeting.

We hope you will be able to attend the annual meeting.meeting virtually via the Internet. Whether you plan to attend the annual meeting virtually or not, it is important that you cast your vote either in personat the time of the meeting or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading this proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the virtual meeting, whether or not you can attend.

Thank you for your continued support of Molecular Templates, Inc. We look forward to seeing you at the annual meeting.

Sincerely,

MOLECULAR TEMPLATES, INC.

9301 Amberglen Blvd., Suite 100

Austin, TX 78729

(512) 869-1555

April 26, 201927, 2021

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

TIME: 8:30 a.m. ET

DATE: Wednesday, May 29, 2019

PLACE: Harborside 5, 185 Hudson Street, Suite 1510, Jersey City, NJ 07311

PURPOSES:NoticeOf 2021 Annual Meeting of Stockholders

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of Molecular Templates, Inc. common stock at the close of business on April 8, 2019.7, 2021.

A list of stockholders of record will be available atvirtually during the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 9301 Amberglen Blvd., Suite 100, Austin, TX 78729.

All stockholders are cordially invited to attend the annual meeting virtually via the Internet. To participate in the annual meeting virtually via the Internet, please visit www.proxydocs.com/MTEM. In order to attend, you must register in advance atwww.proxydocs.com/MTEM prior to the deadline of June 1, 2021 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions during the meeting. You will not be able to attend the annual meeting in person. Whether you plan to attend the annual meeting virtually or not, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum.You may change or revoke your proxy at any time before it is voted at the annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS

TABLE OF CONTENTSTable of Contents

MOLECULAR TEMPLATES, INC.

9301 Amberglen Blvd., Suite 100

Austin, Texas 78729

(512) 869-1555

PROXY STATEMENT FOR MOLECULAR TEMPLATES, INC.

2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 29, 2019Proxy Statement for Molecular Templates, Inc. 2021 Annual Meeting of Stockholders to be Held on June 3, 2021

This proxy statement, along with the accompanying noticeNotice of the 2019 annual meeting2021 Annual Meeting of stockholders,Stockholders (the “Notice”), contains information about the 20192021 annual meeting of stockholders of Molecular Templates, Inc., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 8:3010:00 a.m. ETEastern Time on Wednesday, May 29, 2019,Thursday, June 3, 2021 in a virtual format only.

In light of the COVID-19 pandemic, for the safety of all of our people, including our management and stockholders, and taking into account federal, state and local guidance, we have determined that the annual meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. You will be able to attend and participate in the annual meeting online by visiting www.proxydocs.com/MTEM. In order to attend, you must register in advance at Harborside 5, 185 Hudson Street, Suite 1510, Jersey City, NJ 07311.www.proxydocs.com/MTEM prior to the deadline of June 1, 2021 at 5:00 p.m. Eastern Time and enter the control number included in the proxy card that you receive. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will permit you to submit questions.

In this proxy statement, we refer to Molecular Templates, Inc. as “MTEM,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors (the “Board” or “the Boardthe “Board of Directors”) for use at the annual meeting.

On or about May 1, 2019,April 27, 2021, we began sending this proxy statement, the attached Notice of Annual Meeting of Stockholders and the enclosed proxy card to all stockholders entitled to vote at the annual meeting.

Although not part of this proxy statement, we are also sending, along with this proxy statement, our Annual Report on Form10-K for the fiscal year ended December 31, 2018,2020, which includes our financial statements for the fiscal year ended December 31, 2018.2020.

EXPLANATORY NOTEExplanatory Note

On August 1, 2017, Molecular Templates, Inc., formerly known as Threshold Pharmaceuticals, Inc. (“Threshold”), completed its business combination with Molecular Templates OpCo, Inc., or what was then known as “Molecular Templates, Inc.” (“Private Molecular”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of March 16, 2017, by and among Molecular, Trojan Merger Sub, Inc. (“Merger Sub”), our wholly owned subsidiary, and Private Molecular, pursuant to which Merger Sub merged with and into Private Molecular, with Private Molecular surviving as our wholly owned subsidiary, now known as “Molecular Templates OpCo, Inc.” (the “Merger”).

In this proxy statement, unless the context specifically indicates otherwise, “the Company”, “we”, “us”, “our” and “Molecular” refer to Public Molecular and its subsidiaries following the Merger, effective on August 1, 2017, and to Private Molecular and its subsidiaries prior to the Merger. References to“Pre-Merger Threshold” means Threshold prior to the Merger effective on August 1, 2017.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, MAY 29, 2019 AT 8:30 A.M. ETImportant Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Thursday, June 3, 2021 at 10:00 a.m. Eastern Time

This proxy statement, the Notice and our 20182020 annual report to stockholders are available electronically for viewing, printing and downloading atwww.proxydocs.com/mtem.MTEM. To view these materials please have your12-digit control number(s) available that appears on your proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form10-K, which includes our financial statements, for the fiscal year ended December 31, 20182020 on the website of the Securities and Exchange Commission, or the SEC, atwww.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website atwww.mtem.com. You may also obtain a printed copy of our Annual Report on Form10-K, including our financial statements, free of charge, from us by sending a written request to: Secretary, Molecular Templates, Inc., 9301 Amberglen Blvd., Suite 100, Austin, Texas 78729. Exhibits will be provided upon written request and payment of an appropriate processing fee.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGImportant Information About the Annual Meeting and Voting

Why is the Company Soliciting My Proxy?

The Board is soliciting your proxy to vote at the 20192021 annual meeting of stockholders to be held in a virtual meeting format on Thursday, June 3, 2021, at Harborside 5, 185 Hudson Street, Suite 1510, Jersey City, NJ 07311, on Wednesday, May 29, 2019, at 8:3010:00 a.m. ETEastern Time and any adjournments of the meeting, which we refer to as the annual meeting. TheThis proxy statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.annual meeting.

We have sent you this proxy statement, the Notice, of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form10-K for the fiscal year ended 2018because2020 because you owned shares of Molecular Templates, Inc.our common stock on the record date. The Company intendsWe intend to commence distribution of the proxy materials to stockholders on or about April 27, 2021.

How Do I Attend the Annual Meeting?

In light of the COVID-19 pandemic, for the safety of all of our people, including our management and stockholders, and taking into account federal, state and local guidance that has been issued, we have determined that the annual meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. The annual meeting will be held via live webcast on Thursday, June 3, 2021, starting at 10:00 a.m. Eastern Time. Stockholders may attend the annual meeting by registering at www.proxydocs.com/MTEM. Stockholders may vote and submit questions while connected to the annual meeting. You need not attend the annual meeting in order to vote.

In order to attend the annual meeting, you must register in advance at www.proxydocs.com/MTEM prior to the deadline of June 1, 2021 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the annual meeting, vote online during the annual meeting and will permit you to submit questions during the annual meeting. You will also be permitted to submit questions at the time of registration. You may ask questions that are confined to matters properly presented at the annual meeting and of general Company concern.

The annual meeting will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the annual meeting prior to the start time. Online access will open approximately at 9:45 a.m. Eastern Time, and you should allow ample time to log in to the meeting and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance.

We are closely monitoring developments related to COVID-19. It could become necessary to change the date and/or time of the annual meeting. If such change is made, we will announce the change in advance, and details on how to participate will be issued by press release, posted on our website and filed as additional proxy materials.

What Happens if There Are Technical Difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you encounter any difficulties accessing the virtual annual meeting during the check-in or meeting time, please call the technical support number that will be provided in the instruction email containing your unique link for the annual meeting.

Who May 1, 2019.

Who Can Vote?

Only stockholders who owned our common stockof record at the close of business on April 8, 20197, 2021 are entitled to vote at the annual meeting. On this record date, there were 36,761,65156,087,641 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock. Our Series A Convertible Preferred Stock does not have any voting rights.

If on April 7, 2021 your shares of our common stock were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record.

If on April 7, 2021 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. If you want to vote in person at the virtual annual meeting, you must register at www.proxydocs.com/MTEM prior to the deadline of June 1, 2021 at 5:00 p.m. Eastern Time. You may be instructed to obtain a legal

Important Information About the Annual Meeting and Voting

proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process. You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of ourcommonour common stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the online annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for, against or abstain for each nominee for director, and whether your shares should be voted for, against or abstain with respect to each of the other proposals and whether your shares should be voted for one year, two years, three years or abstain with respect to the frequency of voting on the compensation of our named executive officers.proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our stock transfer agent, Computershare Trust Company, N.A., or you have stock certificates registered in your name, you may vote:

Important Information About the Annual Meeting and Voting

Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.

What if I Receive More Than One Proxy Card?

You may receive more than one proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Important Information About the Annual Meeting and Voting

Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our InspectorsInspector of Election, a representative of Mediant Communications, Inc. and our transfer agent, Computershare Trust Company, N.A.,examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make, on the proxy card or otherwise provide.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the annual meeting, and we will publish preliminary, or final results if available, in a Current Report on Form8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form8-K, then we will file an amended report on Form8-K to disclose the final voting results within four business days after the final voting results are known.In addition, we are required to file on a Current Report on Form8-K no later than the earlier of one hundred fifty calendar days after the annual meeting or sixty calendar days prior to the

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 8, 20197, 2021 for:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of April 8, 20197, 2021 pursuant to the conversion of our Series A Preferred Stock and exercise of options or warrants, each to the extent applicable, to be outstanding for the purpose of computing the percentage ownership of such individual or group but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Each share of our common stock is entitled to one vote on each matter considered at the Annual Meeting and shares of our Series A Preferred Stock do not have any voting rights, unless converted into common stock. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 36,761,65156,087,641 shares of common stock outstanding on April 8, 2019.7, 2021.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

BOARD OF DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCEBoard of Directors, Management and Corporate Governance

The Board of Directors

Our certificate of incorporation, as amended and restated, provides that our business is to be managed by or under the direction of a classified board of directors. TheThis means our board of directors (our “Board” or “Board of Directors”) is divided into three classes for purposes of election, with each class having as nearly as possible an equal number of directors. One class is elected at each annual meeting of stockholders to serve for a three-year term. The term of service of each class of directors is staggered so that the term of one class expires at each annual meeting of stockholders.

Our Board currently consists of seven (7)eight (8) members, classified into three classes as follows:

Our certificate of incorporation and bylaws, each as amended and restated, provide that the authorized number of directors may be changed only by resolution of a majority of the Board of Directors. The Board of Directors makemakes an effort to distribute additional directorships resulting from an increase in the number of directors among the three classes so that, as nearly as possible, each class will consist ofone-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at leasttwo-thirds of our outstanding voting stock entitled to vote in the election of directors. Any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by the vote of a majority of our directors then in office.

On March 22,11, 2021 our Board accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate David Hirsch, M.D., Ph.D. David R. HoffmannJonathan Lanfear, Scott Morenstein and Kevin Lalande,Corsee Sanders, Ph.D., for election at the annual meeting for a term of three years to serve until the 20222024 annual meeting of stockholders, and until their respective successors have been elected and qualified. The non-management directors of the Board are therefore recommending Jonathan Lanfear, Scott Morenstein and Corsee Sanders, Ph.D. for stockholders’ consideration in this proxy statement.

Board of Directors, Management and Corporate Governance

Set forth below are the names of the persons nominated for election as directors and directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five

Board of Directors, Management and Corporate Governance

Kevin M. Lalande, age 46, has been a director of the Company since August 2017, effective as of the Merger. Mr. Lalande served on the board of directors of Private Molecular since 2009. Mr. Lalande is a founder and Managing Director of Santé Ventures, a venture capital firm. Prior to founding Santé Ventures in 2006, Mr. Lalande spent seven years with Austin Ventures. Before joining Austin Ventures, Mr. Lalande was a management consultant with McKinsey & Company. Mr. Lalande holds a B.S. in Electrical and Computer Engineering from Brigham Young University and an M.B.A. with Highest Distinction from the Harvard Business School. Our Board has concluded that Mr. Lalande should serve as a director of the Company based on his substantial experience as a venture capitalist and as a director of a number of privately-held companies.

Directors Continuing in Office

Class I Directors

Eric E. Poma, Ph.D., age 47, has been a director of the Company since August 2017, effective as of the Merger. Dr. Poma is the Chief Executive Officer and Chief Scientific Officer of the Company and founded Private Molecular in February 2009, serving on its board of directors since its inception. From March 2005 until September 2008, Dr. Poma was Vice President of Business Development of Innovive Pharmaceuticals (acquired by Cytrx Corporation), a biotechnology company. From 2001 to 2005, he served as the Associate Vice President of Business Development at ImClone Systems, Inc. (now Eli Lilly and Company), a biotechnology company focused on antibody therapeutics. As the founder of Private Molecular and in his role as Chief Scientific Officer, he led the invention of technology underlying the Company’s platform technology and what constitutes the whole of the Company’s current lead and preclinical pipeline candidates. Dr. Poma received his Ph.D. in Microbiology and Immunology and B.A. in Biology from the University of North Carolina at Chapel Hill and his M.B.A. from New York University. Our Board has concluded that Dr. Poma should serve as a director of the Company based on Dr. Poma’s direct involvement in the creation of, and knowledge of, our technology platform and extensive experience in the industry, which provides invaluable insight to our Board on matters involving the Company and its future goals. Our Board has concluded that having the Chief Executive Officer as a director is an optimal way of ensuring the most efficient execution and development of the Company’s business goals and strategies.

Harold E. “Barry” Selick, Ph.D., age 64, is chairman of the Company’s Board, and has served as a director of the Company since August 2017, effective as of the Merger, and served as aPre-Merger director of Threshold since June 2002. He is currently the Vice Chancellor of Business Development, Innovation and Partnerships at the University of California, San Francisco, a position that he has held since April 2017. Previously, Dr. Selick served asPre-Merger Threshold’s Chief Executive Officer from June 2002 until March 2017. From June 2002 until July 2007, Dr. Selick was also a Venture Partner of Sofinnova Ventures, Inc., a venture capital firm. From January 1999 to April 2002, he was Chief Executive Officer of Camitro Corporation and its wholly-owned subsidiary, Camitro UK, Ltd, biotechnology companies. From 1992 to 1999, he was at Affymax Research Institute, the drug discovery technology development center for Glaxo Wellcome plc, most recently as Vice President of Research. Prior to working at Affymax he held scientific positions at Protein Design Labs, Inc. and Anergen, Inc. As a staff scientist at Protein Design Labs, Inc. (now PDL BioPharma, Inc., or PDL) heco-invented the technology underlying the creation of fully humanized antibody therapeutics and applied that to PDL’s first product, Zenapax (daclizumab), which was initially developed and commercialized by Roche for the prevention of kidney transplant rejection and more recently developed by Biogen and AbbVie and approved as Zinbryta for treatment of adults with relapsing forms of multiple sclerosis. Dr. Selick serves as lead director of PDL, a public company, and is chairman of the board of directors of Catalyst Biosciences and Protagonist Therapeutics, both public drug discovery and development companies. Dr. Selick received his B.A. in Biophysics and Ph.D. in Biology from the University of Pennsylvania and was a Damon Runyon-Walter Winchell Cancer Fund Fellow and an American Cancer Society Senior Fellow at the

Board of Directors, Management and Corporate Governance

Directors Continuing in Office

Class I Directors

Board of Directors, Management and Corporate Governance

Class III Directors

Board of Directors, Management and Corporate Governance

Director Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit

Board of audit committee independence, the Board has determined that Dr. Hirsch, M.D., Ph.D., is independent even though he falls outside the “safe harbor” definition set forth in Rule10A-3(e)(1)(ii) under the Exchange Act because Longitude Venture Partners III, L.P.Directors, Management and its affiliates own in excess of 10% of our common stock. Among other things, the board considered Dr. Hirsch’s history of service and the percentage of common stock held by others, and it determined that he is not an “affiliated person” of our Company who would be ineligible to serve on the Audit Committee.Corporate Governance

Committees of the Board of Directors and Meetings

p  Chair         🌑  Member

During the fiscal year endedDecemberended December 31, 2018,2020, there were fiveeight meetings of our Board, and the various committees of the Board met a total of fourteenseven times. None of our directors attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during fiscal 2018, except for Mr. Lanfear, who attended two of the four applicable meetings of the Board and committees of the Board on which Mr. Lanfear served that were held during the 2018 period after which Mr. Lanfear was appointed as a director.2020. The Board has adopted a policy under which each member of the Board is strongly encouraged to attend each annual meeting of our stockholders. SevenSix of our directors attended our annual meeting of stockholders held in 2018.2020.

We have established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these committees operates under a charter that has been approved by our Board of Directors and satisfies the applicable rules and regulations of the SEC and the applicable listing standards of the Nasdaq Stock Market. Members will serve on these committees until their resignation or as otherwise determined by our Board of Directors.

Board of Directors, Management and Corporate Governance

Compensation CommitteeCommittee.. Our Compensation Committee met sixtwo times during fiscal 2018.year 2020. This committee currently has two members, Kevin Lalande (Chairman) and David Hirsch, M.D., Ph.D. Our Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’s written charter and include:

Board of Directors, Management and Corporate Governance

Generally, our Nominating and Corporate Governance Committee considers candidates recommended by stockholders as well as from other sources such as other directors or officers, third party

Board of Directors, Management and Corporate Governance

Board Leadership Structure and Role in Risk Oversight

Our Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and/or to implement the role of Lead Independent Director in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Our current Board leadership structure separates the positions of Chief Executive Officer and Board Chairman. The Board believes that this separation is appropriate for the organization at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives. Our Chief Executive Officer, who is also a member of our Board, is primarily responsible for our operations and strategic direction, while our Board Chairman, who is an independent member of the Board, is primarily focused on matters pertaining to corporate governance, including management oversight. While the Board believes that this is the most appropriate structure at this time, the Board retains the authority to change the Board structure, including the possibility of combining the Chief Executive Officer and Board Chairman position, if it deems such a change to be appropriate in the future.

Our Board of Director’s Role in Risk Oversight

The Board of Directors’ role in risk oversight includes receiving periodic department reports from the functional head of each department, which highlights areas of material risk identified by each department head. The report prepared by our internal program management department highlights risks that pertain to our most advanced programs, and includes the probability of risk occurrence, the likely impact of the risk and any mitigating steps being taken. In addition to providing these periodic reports, representatives from companyCompany management are typically invited to participate in Board meetings and provide updates on identified risks at such meetings. Pursuant to the Audit Committee charter, the Board has delegated to the Audit Committee the duty to inquire of management and the independent auditors about significant risks or exposures facing the company. The Audit Committee reports to the full Board the outcome of risk-related inquiries, to the extent that such risks had not been previously identified to the Board through periodic reports or at Board meetings.

Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at info@mtem.com.info@mtem.com. However, any stockholders who wish to address questions regarding our

EXECUTIVE OFFICER AND DIRECTOR COMPENSATIONBoard of Directors, Management and Corporate Governance

Executive Officer and Director Compensation

Summary Compensation Table

The following table shows the total compensation paid or accrued during the last threetwo fiscal years ended December 31, 2018,2017and 20162020 and 2019 to (1) our Chief Executive Officer, and (2) our two next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended 2018.December 31, 2020.

Executive Officer and Director Compensation

target bonus.bonus of 40% of his base salary and increased his base salary to $401,700 effective as of January 1, 2019. Mr. Kim’s cash incentive bonus target increased to 45% in 2019 and did not change for 2020 or 2021. On January 31, 2020, the Company awarded a cash bonus of $167,200 to Mr. Kim, which represents 92.5% of his target bonus of 45% of his base salary and increased his base salary to $413,800 effective as of January 1, 2020. On January 29, 2021, the Company awarded a cash bonus of $167,600 to Mr. Kim, which represents 90% of his target bonus of 45% of his base salary and increased his base salary to $426,200 effective as of January 1, 2021. Mr. Kim is also eligible to participate in the employee benefit plans available to the Company’s employees, subject to the terms of those plans.

The Company granted an option to purchase 137,500130,000 shares of common stock on October 9, 2017February 15, 2019 to Mr. Kim. This grant vestsThese grants vest 25% on October 9, 2018,February 15, 2020, then in equal installments over the 36 following months, fully vesting on October 9, 2021.February 15, 2023. The Company granted an option to purchase 196,161150,000 shares of common stock on May 31, 2018February 14, 2020 to Mr. Kim. These grants vestThis grant vests 25% on May 31, 2019,February 14, 2021, then in equal installments over the 36 following months, fully vesting on May 31, 2022.February 14, 2024. The Company granted an option to purchase 125,000 shares of common stock on February 15, 2021 to Mr. Kim. This grant vests 25% on February 15, 2022, then in equal installments over the 36 following months, fully vesting on February 15, 2025.

Mr. Kim is entitled to certain benefits in connection with a termination of his employment or a change of control as discussed below under “—Potential“Potential Payments upon Termination or Change of Control.”

Adam D. CutlerRoger J. Waltzman, M.D.

The Company entered into an employment agreement with Mr. CutlerDr. Waltzman on November 13, 2017.January 3, 2019. The agreement provides for an initial base salary of $380,000,$400,000, and Mr. CutlerDr. Waltzman is eligible to receive a target discretionary annual bonus of 35%40% of his base salary, which was prorated for 2017.2019. Dr. Waltzman’s cash incentive bonus target remained the same for 2020 and 2021. On November 30, 2017,January 3, 2019, the Company awarded a cash signing bonus of $90,000 to Dr. Waltzman, which was due and paid in full in fiscal year 2019. On January 31, 2020, the Company awarded a cash bonus of $50,000$148,000 to Mr. Cutler, as partDr. Waltzman, which represents 92.5% of a $100,000 signinghis target bonus 50% of which was due and paid in fiscal year 2017. The remaining 50%, or $50,000 was awarded to Mr. Cutler on May 31, 2018.40% of his base salary. On January 31, 2018,2020, the Company increased Dr. Waltzman’s base salary to $420,000 effective as of January 1, 2020. On January 29, 2021, the Company awarded a cash bonus of $22,167$151,200 to Mr. Cutler,Dr. Waltzman, which represents 133%90% of his target bonus. On February 6, 2019, the Company awarded a cash bonus of $109,060 to Mr. Cutler, which represents 82%40% of his target bonus. Mr. Cutlerbase salary and increased his base salary to $432,600 effective as of January 1, 2021. Dr. Waltzman is also eligible to participate in the employee benefit plans available to the Company’s employees, subject to the terms of those plans.

Executive Officer and Director Compensation

Outstanding Equity Awards at 20182020 FiscalYear-End

The following table shows grants of stock options outstanding on the last day of the fiscal year ended December 31, 2018,2020, to each of the executive officers named in the Summary Compensation Table.

Executive Officer and Director Compensation

Potential Payments upon Termination orChange-In-Control

Eric E. Poma, Ph.D.

Pursuant to Dr. Poma’s employment agreement, if Dr. Poma’s employment is terminated for Cause, death, Disability, ornon-renewal or expiration of the employment term, or if Dr. Poma voluntarily resigns without Good Reason, he shall be entitled to: (i) his base salary through the effective date of termination; (ii) the right to continue health care benefits under COBRA, at his cost, to the extent required and available by law; (iii) reimbursement of expenses for which he is entitled to be reimbursed, but for which he has not yet been reimbursed; and (iv) no other severance or benefits of any kind, unless required by law or pursuant to any other Company plans or policies, as then in effect. “Disability” means that Dr. Poma, at the time notice is given, has been unable to substantially perform his duties under the employment agreement for not less than 120 work days within a 12 consecutive month period as a result of his incapacity due to a physical or mental condition and, if reasonable accommodation is required by law, after any reasonable accommodation.

If Dr. Poma is terminated by the Company involuntarily without Cause (excluding any termination due to death or Disability) or if Dr. Poma resigns with Good Reason, then he shall be entitled to receive: (A) his base salary through the date of termination; (B) continuing severance pay at a rate equal to 100% of his base salary, as then in effect (less applicable withholding), for a period of nine months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll practices; (C) reimbursement of all expenses for which he is entitled to be reimbursed, but for which he has not yet been reimbursed; (D) the right to continue health care benefits under COBRA, at his cost, to the extent required and available by law; and (E) no other severance or benefits of any kind, unless required by law or pursuant to any written Company plans or policies, as then in effect.

As defined in Dr. Poma’s employment agreement, “Cause” means (i) Dr. Poma’s continued failure to substantially perform the duties and obligations under the employment agreement (for reasons other than death or Disability); (ii) the commission by Dr. Poma of (x) an act of dishonesty or act constituting common law fraud, embezzlement or a felony, or (y) any violation of federal or state law, tortious act, unlawful act or malfeasance which causes or reasonably could cause material harm to the Company’s standing, condition or reputation; (iii) the Executive’sDr. Poma’s violation of, or a plea of nolo contendere or guilty to, a felony under the laws of the United States or any state; or (iv) the Executive’sDr. Poma’s material breach of the terms of this Agreementhis employment agreement or the EPIA.his proprietary information agreement. With respect to subsection (i) above, before the Company can terminate ExecutiveDr. Poma for Cause for the continued failure to substantially perform his duties, the Company must provide ExecutiveDr. Poma with written notice of the grounds for Cause and provide ExecutiveDr. Poma no less than thirty (30) days from the date of the notice (the “Cure Period”) to cure the deficiencies in his performance and avoid termination. If ExecutiveDr. Poma cures the conditions giving rise to Cause for termination within the Cure Period but the Company terminates Executive’sDr. Poma’s employment during or at the end of the Cure Period, ExecutiveDr. Poma will be entitled to the severance payments and/or benefits contemplated by his employment agreement.

As defined in Dr. Poma’s employment agreement, “Good Reason” means, without Dr. Poma’s written consent: (i) there is a material reduction in his base salary (except where there is a general reduction applicable to the management team generally), (ii) there is a material reduction in his overall responsibilities or

Executive Officer and Director Compensation

As defined in Mr. Kim’s employment agreement, “Cause” means (i) Mr. Kim’s continued failure to substantially perform the duties and obligations under the employment agreement (for reasons other than death or Disability); (ii) the commission by Mr. Kim of (x) an act of dishonesty or act constituting common law fraud, embezzlement or a felony, or (y) any violation of federal or state law, tortious act, unlawful act or malfeasance which causes or reasonably could cause material harm to the Company’s standing, condition or reputation; (iii) the Executive’sMr. Kim’s violation of, or a plea of nolo contendere or guilty to, a felony under the laws of the United States or any state; or (iv) the Executive’sMr. Kim’s material breach of the terms of this Agreementhis employment agreement or the EPIA.his proprietary information agreement. With respect to subsection (i) above, before the Company can terminate ExecutiveMr. Kim for Cause for the continued failure to substantially perform his duties, the Company must provide ExecutiveMr. Kim with written notice of the grounds for Cause and provide ExecutiveMr. Kim no less than 30 days from the date of the notice (the “Cure Period”) to cure the deficiencies in his performance and avoid termination. If ExecutiveMr. Kim cures the conditions giving rise to Cause for termination within the Cure Period but the Company terminates Executive’sMr. Kim’s employment during or at the end of the Cure Period, ExecutiveMr. Kim will be entitled to the severance payments and/or benefits contemplated by his employment agreement.

As defined in Mr. Kim’s employment agreement, “Good Reason” means, without Mr. Kim’s written consent: (i) there is a material reduction in his base salary (except where there is a general reduction applicable to the management team generally), (ii) there is a material reduction in his overall responsibilities or authority, title, or scope of duties; (iii) a requirement by the Company that he perform an act or not perform an act that he reasonably believes violates a law, rule or regulation or constitutes fraud or violates a

Executive Officer and Director Compensation

Director Compensation

The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2018to2020 to each ofnon-employee director of the Company. Directors who are employed by us are not compensated for their service on our Board.

Executive Officer and Director Compensation

On October 9, 2017 and reaffirmed on May 31, 2018,December 19, 2019, our director compensation policy was amended to establishclarify the annual cash retainers as follows: eachnon-employee director is paid an annual cash retainer of $30,000set forth below for service as (i) a member or $40,000 in the casechairperson of the chairman, for their services. Committee members receive additional annual cash retainersBoard, as follows:applicable, and (ii) a member or chairperson of a committee of the Board, as applicable, with such fees to be paid on a quarterly basis:

Pursuant to our current director compensation policy, in effect since October 9, 2017 and affirmed on May 31, 2018, in each year of anon-employee director’s tenure, the director is granted a nonstatutory stock option to purchase 15,000 shares of our common stock on the date of our annual meeting of stockholders, provided that such individual has served as anon-employee director for at least six months prior to the date of such annual meeting. Upon the initial election or appointment to the Board, newnon-employee directors are granted a nonstatutory stock option to purchase 25,000 shares of our common stock. Each annual option grant will vest and become exercisable on the first anniversary of the date of grant, subject to the non-employee director’s continuous service through such dates. Each initial option grant will vest and become exercisable as to 50% of the shares of common stock subject to the option on each of the first and second anniversaries of the date of grant, subject to thenon-employee director’s continuous service (as defined in our director compensation policy) through such dates. Each annual option grant will vest and become exercisable on the first anniversary of the date of grant, subject to thenon-employee director’s continuous service through such dates. All annual and initial stock option grants to ournon-employee directors under the director compensation policy fully vest immediately prior to a fundamental transaction or change in control, as such terms are defined in our director compensation policy.

Eachnon-employee director is entitled to reimbursement from the Company for all reasonableout-of-pocket expenses incurred by thenon-employee director in connection with his or her attendance at Board and Committee meetings.

EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan Information

The following table provides certain aggregate information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2018.2020.