KYMERA THERAPEUTICS, INC.

200 Arsenal Yards Blvd., Suite 230

500 North Beacon Street, Fourth Floor, Watertown, MA 02472

NOTICE OF 20232024 ANNUAL MEETING OF SHAREHOLDERS

To be held June 15, 202318, 2024

Notice is hereby given that the 20232024 Annual Meeting of Shareholders, or Annual Meeting, of Kymera Therapeutics, Inc., will be held online on June 15, 202318, 2024 at 9:008:30 a.m. Eastern Time. The Annual Meeting will be a virtual meeting, which will be conducted via live webcast. You will be able to attend the meeting online and vote electronically at www.virtualshareholdermeeting.com/KYMR2023KYMR2024.

The purpose of the Annual Meeting is the following:

Shareholders of record at the close of business on April 18, 2023,19, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of the fourthree nominees for class IIII directors; “FOR” the advisory resolution to approve the compensation of our named executive officers, as disclosed in the accompanying proxy statement; and “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2023,2024; and “FOR” the approval of Amendment No. 1 to the Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan, as disclosed in the accompanying proxy statement.

We are pleased to comply with the rules of the Securities and Exchange Commission that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials, or Notice of Availability, instead of a paper copy of our proxy materials and our Annual Report for the fiscal year ended December 31, 2022,2023, or the 20222023 Annual Report. We will mail the Notice of Availability on or about April 27, 2023,24, 2024, and it contains instructions on how to access those documents and to cast your vote over the Internet. This process allows us to provide our shareholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you would like to receive a printed copy of our proxy materials, including our proxy statement, our 20222023 Annual Report and a form of proxy card, free of charge, please follow the instructions on the Notice of Availability.

In order to attend the Annual Meeting virtually, you will be required to enter the control number provided in the Notice of Availability or the proxy card at www.virtualshareholdermeeting.com/KYMR2023KYMR2024. Beneficial owners

Table of ContentsTABLE OF CONTENTS

KYMERA THERAPEUTICS, INC.

200 Arsenal Yards Blvd., Suite 230

500 North Beacon Street, Fourth Floor, Watertown, MA 02472

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 15, 2023

This proxy statement contains information about the 2023 Annual Meeting of Shareholders, or the Annual Meeting, of Kymera Therapeutics, Inc., which will be held on June 15, 2023 at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting, which will be conducted via live webcast. You will be able to attend the meeting online and vote electronically at www.virtualshareholdermeeting.com/KYMR2023. The board of directors of Kymera Therapeutics, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Kymera Therapeutics,” “we,” “us,” and “our” refer to Kymera Therapeutics, Inc. The mailing address of our principal executive office is Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472.

In order to attend the Annual Meeting virtually, you will be required to enter the control number provided in the Notice of Internet Availability of Proxy Materials, or Notice of Availability, or the proxy card at www.virtualshareholdermeeting.com/KYMR2023. Beneficial owners of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Please see the “General Information” section of the proxy statement for more details regarding the logistics of the virtual Annual Meeting. You will not be able to attend the 2023 Annual Meeting in person.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.

We made this proxy statement and our Annual Report to Shareholders for the fiscal year ended December 31, 2022 available to shareholders on or about April 27, 2023.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to be Held on June 15, 2023:

This proxy statement and our 2022 Annual Report to Shareholders are

available for viewing, printing and downloading at www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission, or the SEC, except for exhibits, will be furnished without charge to any shareholder upon written request to Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are also available on the SEC’s website at www.sec.gov.

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KYMERA THERAPEUTICS, INC

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

When areis this proxy statement and the accompanying materials scheduled to be sent to shareholders?

We have elected to provide access to our proxy materials to our shareholders via the Internet. Accordingly, on or about April 27, 2023,24, 2024, we will begin mailing the Notice of Availability. Our proxy materials, including the Notice of the 20232024 Annual Meeting of Shareholders, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank or other nominee), a voting instruction form, and the 20222023 Annual Report to Shareholders, or the 20222023 Annual Report, will be mailed or made available to shareholders on the Internet on or about the same date.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, for most shareholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our proxy materials. Therefore, the Notice of Availability was mailed to holders of record and beneficial owners of our common stock starting on or about April 27, 2023.24, 2024. The Notice of Availability provides instructions as to how shareholders may access and review our proxy materials, including the Notice of the 20232024 Annual Meeting of Shareholders, this proxy statement, the proxy card and our 20222023 Annual Report, on the website referred to in the Notice of Availability or, alternatively, how to request that a printed copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Availability also provides voting instructions. In addition, shareholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future shareholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice of Availability and our Notice of the 20232024 Annual Meeting of Shareholders, this proxy statement and our 20222023 Annual Report are available on our website, no other information contained on either website is incorporated by reference in, or considered to be a part of, this proxy statement.

Who is soliciting my vote?

Our board of directors, isofficers and employees, as well as Morrow Sodali LLC, our proxy solicitation firm, may solicit proxies on behalf of the board of directors in person, by mail, telephone, fax and other electronic means.

Who pays the cost for soliciting your voteproxies?

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice of Availability and our proxy materials and soliciting votes. We have retained Morrow Sodali LLC to assist in the solicitation of proxies for the Annual Meeting.Meeting for a fee of approximately $20,000 plus reimbursement of out-of-pocket expenses. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise.

When is the record date for the Annual Meeting?

The record date for determination of shareholders entitled to vote at the Annual Meeting is the close of business on April 18, 2023.19, 2024.

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How many votes can be cast by all shareholders?

There were 55,291,09961,358,262 shares of our common stock, par value $0.0001 per share, outstanding on April 18, 2023,19, 2024, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting of the Shareholders on June 15, 2023,18, 2024, or the Annual Meeting. Each shareholder of record is entitled to one vote for each share of our common stock held by such shareholder. None of our shares of undesignated preferred stock were outstanding as of April 18, 2023.19, 2024.

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If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

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How is a quorum reached?

Our Second Amended and Restated Bylaws, or bylaws, provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. There are 55,291,09961,358,262 shares of our common stock outstanding and entitled to vote on the record date. Therefore, a quorum will be present if 27,645,55030,679,132 shares of our common stock are present in person or

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The vote required, and the method of calculation, for each proposal at the Annual Meeting is described below.

Proposal One –- Election of Directors

The fourthree class IIII director nominees receiving the highest number of votes, in person or by proxy, will be elected. You may vote “FOR” all nominees, “WITHHOLD” for all nominees, or you may vote “FOR” all nominees except for any nominee you “WITHHOLD” by specifying the name of the nominee on your proxy card. This

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abstention will have no effect on this solicitationproposal. This proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will paybe counted as broker “non-votes.” Broker non-votes will have no effect on the entire costoutcome of preparing and distributing the Notice of Availability and our proxy materials and soliciting votes. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise.this proposal.

How may shareholders submit matters for consideration at an annual meeting?

The required notice must be in writing and received by our corporate secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is convened more than 30 days before or more than 60 days after the first anniversary of the preceding year’s annual meeting, or if no annual meeting were held in the preceding year, a shareholder’s notice must be so received not later than the close of business on the later of (A) the 90ninetieth (90^th) day prior to the scheduled date of such annual meeting or (B) the tenth (10^th) day following the day on which public announcement of the date of such annual meeting was first made.

In addition, any shareholder proposal intended to be included in the proxy statement for the next annual meeting of our shareholders in 20242025 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and be received not later than December 29, 2023.26, 2024. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

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PROPOSAL NO. 1 —- ELECTION OF CLASS IIII DIRECTORS

Our board of directors currently consists of teneleven members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of shareholders in the year in which their term expires.

Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote at an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Our board of directors has nominated Bruce Booth, D.Phil.Pamela Esposito, Ph.D., Elena Ridloff, CFA, John Maraganore,Gorjan Hrustanovic, Ph.D. and Nello Mainolfi, Ph.D.Victor Sandor, M.D.C.M., for election as the class IIII directors at the Annual Meeting. All of the nominees are currently directors, and each has indicated a willingness to continue to serve as a director, if elected.

Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. Our priority in selection of board members is identification of members who will further the interests of our shareholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards.

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Board Diversity Matrix

In accordance with Nasdaq’s Board Diversity Rules (Rule 5605(f) and Rule 5606), the following Board Diversity Matrix presents our board diversity statistics. The rule’s minimum diversity objective is two diverse directors, including one who self-identifies as female, and one who self-identifies as either an underrepresented minority or LGBTQ+. “Underrepresented Minority” means an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities. “Two or More Races or Ethnicities” means a person who identifies with more than one of the following categories: White (not of Hispanic or Latinx origin), Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander. Our board currently includes three directors who self-identify as female, and one director who self-identifies as an underrepresented minority or as LGBTQ+.

In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominatingNominating and corporate governance committeeCorporate Governance Committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Kymera Therapeutics and our board of directors.

To see our Board Diversity Matrix as of April 27, 2023, please refer to our definitive proxy statement filed with the SEC on April 27, 2023.

Nominees for Election as Class IIII Directors

The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2023.March 31, 2024.

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Bruce Booth, D.PhilPamela Esposito, Ph.D.. Dr. BoothEsposito has served as Chairman of our board of directors and has been a member of our board of directors since September 2015. Dr. Booth was our co-founder, President and2020. She served as Chief ExecutiveBusiness Officer of Replimune Group, Inc. from SeptemberNovember 2015 to August 2017.March 2024, where she was a founding executive team member and the first U.S. employee of the company. During her tenure at Replimune, Dr. Booth joined Atlas VentureEsposito led strategy, business development, capital raising, investor relations and external communications. Currently, she is a consultant to Replimune. Previous to her position at Replimune, she was Chief Business Officer at Ra Pharmaceuticals, Inc. from 2013 to 2015. As a member of Ra Pharmaceuticals, Inc.’s senior management team, Dr. Esposito played a leadership role in 2005,strategy, helping Ra Pharmaceuticals, Inc. transform from a discovery platform to a clinical-stage company. Prior roles include strategy and currentlybusiness development positions at Angiochem Inc, BioVex Group, Inc. and Bioduro. Dr. Esposito serves as a partner

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Directors Continuing in Office

The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2023.March 31, 2024.

Class I Directors (Term Expires at the 2024 Annual Meeting of Shareholders)

Pamela Esposito, Ph.D. Dr. Esposito has served as a member of our board of directors since September 2020. She has served as Chief Business Officer of Replimune Group, Inc. since 2015. Dr. Esposito is also a member of the board of directors of Accent Therapeutics, a private oncology company. Previous to her position at Replimune, she was Chief Business Officer at Ra Pharmaceuticals, Inc. from 2013 to 2015. As a member of Ra Pharmaceuticals, Inc.’s senior management team, Dr. Esposito played a leadership role in strategy, helping Ra Pharmaceuticals, Inc. transform from a discovery platform to a clinical-stage company. Prior to Ra Pharmaceuticals, Inc., from 2010 to 2011, she was Vice President of Business Development at BioVex Group, Inc. Dr. Esposito earned a Ph.D. in Pharmacology from Tufts University School of Medicine in 2002 and a B.A. in Biochemistry/Molecular Biology from Dartmouth College. We believe Dr. Esposito is qualified to serve on our board of directors because of her extensive experience in the life sciences industry in operational roles for high-growth life science companies.

Gorjan Hrustanovic, Ph.D. Dr. Hrustanovic has served as a member of our board of directors since March 2020. Dr. Hrustanovic is a Managing Director at BVF Partners L.P. where he focuses on biotechnology and therapeutic investments. Dr. Hrustanovic is a member of the board of directors of Olema Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, as well as Rain Therapeutics, Inc., a publicly traded biopharmaceutical company, and serves as a member or observer on the boards of directors of several privately held companies. Dr. Hrustanovic received his B.S. in molecular biology and economics/management science from the University of California, San Diego and a Ph.D. in Biomedical Sciences, Cancer Biology and Cell Signaling from the University of California, San Francisco. We believe Dr. Hrustanovic is qualified to serve as a member of our board of directors due to his experience in the life sciences industry as a venture capitalist and a director.

Victor Sandor, M.D.C.M. Dr. Sandor has served as a member of our board of directors since November 2022. He was most recently Chief Medical Officer at Array Biopharma, Inc. prior to its acquisition in 2019 by Pfizer Inc. Dr. Sandor is also a member of the board of directors of Prelude Therapeutics Incorporated, a publicly traded precision oncology company, ADCT Therapeutics SA, a publicly traded antibody drug conjugate company and Merus N.V., a publicly traded oncology company. He also serves as a member on the board of directors of a privately held company. Prior to joining Array, Dr. Sandor was Senior Vice President for Global Clinical Development at Incyte Corporation. Dr. Sandor was also Vice President and Chief Medical Officer for Oncology at Biogen Idec and held positions of increasing responsibility in oncology product development at AstraZeneca. Dr. Sandor received his M.D.C.M. from McGill University and completed his fellowship in Medical Oncology at the National Institutes of Health. We believe Dr. Sandor is qualified to serve as a member of our board of directors due to his medical expertise and extensive industry experience.

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Dr. Horobin currently serves as a member of the board of directors of Liquidia Corporation, a publicly traded biotechnology company, and from December 2020 until December 2023 served as a member of the board of Vyant Bio Inc., and chaira publicly traded biotechnology company. She also serves as a member of the board of directors of iOnctura SA.a privately held company. Dr. Horobin received her medical degree from the University of Manchester, England. We believe Dr. Horobin is qualified to serve on our board of directors due to her extensive industry experience and knowledge in drug development and commercialization.

Leigh Morgan Ms. Morgan has served as a member of our board of directors since July 2022. Leigh Morgan is a senior executive with experience scaling profitable, high performing organizations in domestic, global, and highly regulated market sectors. She currently is President and CEO of Imaginal Leadership Strategies LLC. She has served as an Executive in Residence from February 2018 to February 2019 and Chief Strategy & Operating Officer of Nia Tero Foundation sincefrom March 2019 and from 2018 as an Executive in Residence.to September 2023. Prior to Nia Tero, she served as Chief Operating Officer of the Bill & Melinda Gates Foundation from September 2014 to May 2017. She also serves as a member of the board of directors of a privately held company. She brings deep strategy, operations, human resource, M&A, and public-private partnership competencies to risk/governance oversight roles in the biopharmaceutical sector. As an executive in prominent global brands, she also brings deep insight into the evolving role of business in society including diversity, equity and inclusion (DE&I). She holds a master’s degree in organizational development from the American University and a B.A. from Duke University. We believe Ms. Morgan is qualified to serve on our board of directors due to her experience in human resources, governance and scaling high performing organizations.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

Class III Directors (Term Expires at the 2026 Annual Meeting of Shareholders)

13Bruce Booth, D.Phil. Dr. Booth has served as Chairman of our board of directors and has been a member of our board of directors since September 2015. Dr. Booth was our co-founder, President and Chief Executive Officer from September 2015 to August 2017. Dr. Booth joined Atlas Venture in 2005, and currently serves as a partner of Atlas Venture. Previously, from 2004 to 2005, Dr. Booth was a principal at Caxton Health Holdings L.L.C., a healthcare-focused investment firm, where he focused on the firm’s venture capital activities. He currently serves as chair of the board of directors of AVROBIO Inc. and Vigil Neuroscience, Inc. both publicly traded biotechnology companies. He also serves as either Chair or member of the board of directors of multiple privately held companies. Dr. Booth holds a D.Phil. in molecular immunology from Oxford University’s Nuffield Department of Medicine and a B.S. in biochemistry from Pennsylvania State University. Dr. Booth’s qualifications to sit on our board of directors include his extensive leadership, executive, managerial and business experience with life sciences companies, including experience in the formation, development, and business strategy of multiple start-up companies in the life sciences sector.

Nello Mainolfi, Ph.D. Dr. Mainolfi has served as our co-founder, President, Chief Executive Officer and a member of our board of directors since November 2019. Previously, Dr. Mainolfi served as President and Chief Scientific Officer from June 2019 to November 2019, Chief Scientific Officer from January 2019 to June 2019, Chief Technology Officer from October 2017 to January 2019, and Vice President of Drug Discovery from May 2016 to September 2017. Prior to founding Kymera, Dr. Mainolfi was an entrepreneur in residence at Atlas Venture from January 2016 to June 2018 and has since transitioned to a role as an advisor. From January 2015 to April 2016, Dr. Mainolfi also held various roles at Raze Therapeutics, Inc., including as the Senior Director, Head of Drug Discovery from January 2016 to April 2016 and as Director, Head of Chemistry from

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January 2015 to January 2016. Prior to that, Dr. Mainolfi worked at the Novartis Institutes for Biomedical Research from October 2007 to January 2015, leading teams to identify multiple novel potential medicines that have entered clinical development across a series of disease areas. Dr. Mainolfi holds a Ph.D. from King’s College, University of London and a BSc from Queen Mary, University of London. We believe Dr. Mainolfi is qualified to serve as a member of our board of directors due to his significant history with the company, as well as his extensive experience in drug development and the life sciences industry.

Elena Ridloff, CFA. Ms. Ridloff has served as a member of our board of directors since March 2021. Ms. Ridloff has served as the Chief Financial Officer of Sionna Therapeutics, Inc., a life sciences company, since September 2021. Ms. Ridloff previously served as the Executive Vice President and Chief Financial Officer of ACADIA Pharmaceuticals Inc., or ACADIA, a publicly traded pharmaceutical company. Ms. Ridloff joined ACADIA in April 2018 as Senior Vice President, Investor Relations, where she led investor and financial communications activities, and served as ACADIA’s Chief Financial Officer from October 2018 to September 2021. Before ACADIA, Ms. Ridloff held various roles at Alexion Pharmaceuticals, Inc., or Alexion, including Executive Director, Investor Relations from April 2014 to January 2016, and Vice President, Investor Relations from January 2016 to March 2018. Prior to joining Alexion, Ms. Ridloff served as the Chief Executive Officer and Managing Member of BIOVISIO, an independent consulting firm providing strategic, financial and investor relations counsel to the life sciences industry, from January 2012 to April 2014. Ms. Ridloff also spent over a decade as an institutional investor and from July 2005 to January 2012 served as Managing Director at Maverick Capital, a hedge fund, where she was responsible for investments in the biotechnology, pharmaceutical, medical device and life science sectors. Ms. Ridloff earned her B.A. in history and sociology of science from the University of Pennsylvania and is a Chartered Financial Analyst. Ms. Ridloff also serves as a member on the board of directors of Kronos Bio, Inc., a publicly traded biotechnology company. We believe Ms. Ridloff is qualified to serve on our board of directors due to her financial and accounting expertise and her experience in the finance and life sciences industries.

John Maraganore, Ph.D. Dr. Maraganore has served as a member of our board of directors since January 2022. Dr. Maraganore is the principal of JMM Innovations, LLC, and currently serves as a Venture Partner at ARCH Venture Partners, a Venture Advisor at Atlas Venture, and a Senior Advisor at Blackstone Life Sciences. Previously, Dr. Maraganore served as the Chief Executive Officer and a member of the board of directors of Alnylam Pharmaceuticals, Inc. from December 2002 to December 2021, and as President of Alnylam from December 2002 to December 2007. Dr. Maraganore is a member of the board of directors of Beam Therapeutics Inc., ProKidney Corp., and Takeda Pharmaceuticals, all publicly traded biotechnology companies; and he is also a member on the Board of the Biotechnology Industry Organization, of which he was previously Chair, and as a member of the BIO Executive Committee. He also previously served on the board of directors of bluebird bio, Inc. from January 2012 to September 2017 and on the board of directors of Agios Pharmaceuticals, Inc from June 2010 to May 2023. Dr. Maraganore holds a B.A. in biological sciences from the University of Chicago and an M.S. and a Ph.D. in biochemistry and molecular biology from the University of Chicago. We believe that Dr. Maraganore’s experience as Chief Executive Officer of a public biotechnology company and as a board member of other public biotechnology companies qualify him to serve as a member of our board of directors.

Executive Officers Who Are Not Directors

The following table identifies our executive officers who are not directors and sets forth their current positions at Kymera Therapeutics and their ages as of April 15, 2023.March 31, 2024.

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Jared Gollob, M.D. Dr. Gollob has served as our Chief Medical Officer since September 2018. Prior to joining Kymera, Dr. Gollob was Vice President of Clinical Development and Global Vice President of Medical Affairs for Amyloidosis from June 2012 to August 2018 and Senior Director, Clinical Research from October 2007 to May 2012 at Alnylam Pharmaceuticals, Inc., where he led early and late-stage clinical programs in infectious disease, oncology, and amyloidosis that provided that first proof of concept in humans for RNA interference therapeutics. Dr. Gollob has previously held academic positions at Harvard Medical School and Duke University School of Medicine, and was on staff at Dana-Farber Cancer Institute, Beth Israel Deaconess Medical Center and Duke University Medical Center, where he was engaged in both clinical and laboratory research in oncology and immunology. Dr. Gollob received his B.A. and M.D. from Columbia University and completed clinical training in internal medicine and medical oncology at Massachusetts General Hospital and the Dana-Farber Cancer Institute, respectively.

Bruce Jacobs, CFA, MBA. Mr. Jacobs has served as our Chief Financial Officer since July 2019. Mr. Jacobs has more than 25twenty-five years of experience in health care financial services, investment banking and equity research. He was previously managing partner for Westfield Capital Management, or Westfield, a Boston-based equity investment firm from April 2004 to June 2019, also serving on Westfield’s management committee and as health care team lead. Mr. Jacobs graduated magna cum laude from the Wharton School of the University of Pennsylvania, earned an MBA from the Harvard Business School and is a Chartered Financial Analyst. Mr. Jacobs currently serves on the board of directors of the Boys & Girls Clubs of Boston and on the Board of Advisors for Life Sciences Cares.

Ellen Chiniara, J.D. Ms. Chiniara has served as our Chief Legal Officer since January 2023. Ms. Chiniara has more than thirty years legal experience in the life sciences and healthcare industries. Prior to joining Kymera, Ms. Chiniara served as Executive Vice President, Chief Legal Officer and Corporate Secretary of Alexion Pharmaceuticals from February 2018 tountil its acquisition by AstraZeneca in July 2021, where she was responsible for all legal, intellectual property and governance matters, and was the executive sponsor of the Corporate Social Responsibility program, until the company’s acquisition by AstraZeneca in 2021.program. Prior to Alexion, from October 2006 tountil its acquisition by Abott Laboratories in October 2017, Ms. Chiniara was General Counsel at Alere Inc., a point-of-care diagnostics company, where she oversaw legal, government affairs, and governance functions. Earlier in her career, she was responsible for the legal function of the US neurology division at Serono and was a Partner at the law firm Hale and Dorr LLP. Ms. Chiniara currently serves as a member of the Boardboard of Directorsdirectors at Compass Therapeutics. She graduated magna cum laude from Bryn Mawr College and earned her Juris Doctor from Stanford University School of Law.

Jeremy Chadwick, Ph.D. Dr. Chadwick has served as our Chief Operating Officer since May 2023. Dr. Chadwick has more than thirty years of experience in the life sciences and pharmaceutical industries. Prior to joining us, Dr. Chadwick served as Senior Vice President, Head of Global Development Office R&D at Takeda from January 2019 to May 2023. During his time at Takeda, Dr. Chadwick’s responsibilities included Head of Global Regulatory Affairs from January 2019 to January 2022, as well as managing Global Drug Safety, Global Clinical Supply Chain and several groups supporting Global Development Operations. Prior to its acquisition by Takeda, Dr. Chadwick served as Group Vice President and Head of Clinical Development Operations at Shire Pharmaceuticals from December 2012 to January 2019. Earlier in his career, Dr. Chadwick held a number of senior development roles with broad responsibilities including program management, development operations, regulatory affairs, biostatistics and data management at The Medicines Company, Synta Pharmaceuticals Corp., Vertex Pharmaceuticals Inc. and Glaxo Group Research. He earned his M.S. and Ph.D. in Statistics from the University of London and a B.S. in Mathematics from De Montfort University in the United Kingdom.

The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer. There are no material legal proceedings to which any of our executive officers is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

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PROPOSAL NO. 2 –- NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Exchange Act, our shareholders are entitled to vote to approve, on ana non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. This is commonly known as a “Say-on-Pay” proposal. At our 2022 Annual Meeting of Shareholders, our shareholders approved one year as the preferred frequency for holding non-binding advisory votes to approve the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are strongly aligned with our shareholders’ interests and are consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. Accordingly, we are asking our shareholders to vote for the following resolution:

RESOLVED, that the Company’scompany’s shareholders approve, on a non-binding, advisory basis, the compensation of the Company’scompany’s named executive officers, as disclosed in the proxy statement for the 20232024 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

This vote is advisory, and therefore not binding on us, the board of directors, or our compensationCompensation and talent committee.Talent Committee. However, our board of directors and compensationCompensation and talent committeeTalent Committee value your opinion and intend to consider the outcome of the vote when making compensation decisions in the future.

Vote Required and Board of Directors’ Recommendation

A majority of the votes properly cast FOR this proposal is required to approve, on an advisory basis, the compensation of our named executive officers. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.

The board of directors recommends voting “FOR” Proposal No. 2 to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

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PROPOSAL NO. 3 –- RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS KYMERA THERAPEUTICS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20232024

Kymera Therapeutics’ shareholders are being asked to ratify the appointment by the audit committeeAudit Committee of the board of directors of Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2023.2024. Ernst & Young LLP has served as Kymera Therapeutics’ independent registered public accounting firm since 2018.

The audit committeeAudit Committee is solely responsible for selecting Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2023.2024. Shareholder approval is not required to appoint Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Ernst & Young LLP to the shareholders for ratification is good corporate governance. If the shareholders do not ratify this appointment, the audit committeeAudit Committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee,Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Kymera Therapeutics and its shareholders.

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our shareholders.

We incurred the following fees from Ernst & Young LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 20222023 and 2021.2022.

Audit Committee Pre-approval Policy and Procedures

Our audit committeeAudit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committeeAudit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

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From time to time, our audit committeeAudit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During fiscal years 20222023 and 2021,2022, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.

Vote Required and Board of Directors’ Recommendation

A majority of the votes properly cast FOR this proposal is required to ratify the appointment of our independent public accountant. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.

The board of directors recommends voting “FOR” Proposal No. 3 to ratify the appointment of Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2023.2024.

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PROPOSAL NO. 4 - APPROVAL OF AMENDMENT NO. 1 TO THE KYMERA THERAPEUTICS, INC. 2020 STOCK OPTION AND INCENTIVE PLAN

On April 17, 2024, upon the recommendation of our Compensation and Talent Committee, our board of directors approved Amendment No. 1 (the “First Amendment”) to the Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan” and, as amended by the First Amendment, the “Amended Plan”), subject to approval from our shareholders at the Annual Meeting.

The First Amendment will amend the evergreen provision to provide that any of the company’s outstanding pre-funded warrants shall be added to the total number of shares of common stock that are issued and outstanding as of each December 31 to which the evergreen formula will be applied for purposes of calculating the annual increase. The proposed amendment to the formula to calculate the annual increase pursuant to the evergreen provision is the only change to the 2020 Plan proposed by the First Amendment.

To be approved, this proposal must receive “FOR” votes from a majority of the votes properly cast by the holders of all of the shares of common stock present or represented by proxy at the Annual Meeting and voting on such proposal. Abstentions and broker non-votes will have no effect on this proposal.

If the Amendment is not approved by the holders of all of the shares of common stock present or represented by proxy at the Annual Meeting, the Plan will continue in its current form without change.

Rationale for First Amendment

We operate in a competitive market and new hire and annual equity grants are essential in helping us attract and retain talented individuals. Our Compensation and Talent Committee and the board of directors believe our stock-based compensation programs enable us to maintain our competitive position regarding recruiting and retaining highly skilled and engaged personnel. We also believe that stock options are a key element of our stock-based compensation program.

In order for us to continue to leverage stock option grants in a similar manner as part of our recruiting and retention strategy, we would like to include pre-funded warrants in calculating the total number of shares of common stock that are issued and outstanding. The current evergreen provision calculation is based solely on shares of common stock that are issued and outstanding. The First Amendment would not be effective for this past year and would only affect future annual increases to our share reserve.

On January 9, 2024, we completed an underwritten public offering of our common stock and in lieu of common stock to certain investors, pre-funded warrants to purchase shares of our common stock. We have also issued pre-funded warrants in a previous financing in 2022. By issuing pre-funded warrants, we increased the funds available to progress our research and clinical candidates without increasing the outstanding shares. As a result of issuing pre-funded warrants, which do not increase the outstanding shares available, the shares available annually under the evergreen provision did not increase proportionally. We are seeking to remedy this so we have a proportional amount of available shares in our equity-based compensation program to attract and retain talented individuals.

For illustrative purposes, as of March 31, 2024, we had 61,353,146 shares of common stock that were issued and outstanding and 11,640,594 pre-funded warrants outstanding. Assuming these are the shares of common stock and pre-funded warrants outstanding on January 1, 2025, under the 2020 Plan’s current evergreen provision, we would be able to authorize an additional 2,454,125 shares for issuance. Under the same scenario, but with the First Amendment’s evergreen provision, we would be able to authorize an additional 2,919,749 shares for issuance, resulting in an increase of 465,624 shares, or approximately 0.6% of our total capitalization. If shareholders approve the First Amendment, the share reserve will increase with any future shares added pursuant to the Amended Plan’s “evergreen” provision until the Amended Plan’s expiration in August 2030.

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We believe that this proposal to amend the evergreen provision is within the spirit of the 2020 Plan. Our board of directors and Compensation and Talent Committee, with the guidance of a nationally recognized independent compensation consultant firm, have determined that the inclusion of pre-funded warrants in calculating the total number of shares of common stock that are issued and outstanding on each December 31 for purposes of calculating the annual increase is reasonable based on our modeling and does not represent an excess number of shares. In addition, our Compensation and Talent Committee determined the size of the reserved pool under the Amended Plan based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees and an assessment of the magnitude of increase that many of our institutional investors would likely find acceptable. The pre-funded warrants, if included, would allow us to have a number of shares in our 2020 Plan reserve that are comparable in size to similarly-situated companies that do not have this pre-funded warrant outstanding.

We anticipate that if our request to amend the evergreen provision is approved by our shareholders, it will be sufficient to provide equity incentives to attract, retain, and motivate employees for at least the next several years. If our shareholders do not approve the First Amendment, our plans to operate our business may be materially impacted because we otherwise may not have sufficient shares available under our 2020 Plan to attract and retain new employees or to motivate and retain our existing employees in the future. This could require us to offer a different mix of equity and cash-based incentives as well as annual cash incentive bonus plans rather than relying heavily on equity awards to compete for talent. We believe that the alternatives to our current compensation program would not have significant long-term retention value and would not serve to align our employees’ interests as closely with those of our shareholders in the absence of equity incentives. As we scale our growth to progress our research and clinical candidates, we want to continue a culture of ownership that aligns directly with our mission and values.

Summary of the Current Plan and the Amended Plan

The following description of certain features of the Plan as it currently exists and whether it is amended is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2020 Plan and the First Amendment, each of which is attached hereto as Appendix A and Appendix B, respectively.

Administration. The Amended Plan will be administered by either our board of directors, or our compensation and talent committee, or a similar committee (the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Amended Plan. The Administrator may delegate to a committee consisting of one or more officers of the Company the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, subject to certain limitations and guidelines.

Eligibility; Plan Limits. All employees, non-employee directors and consultants are eligible to participate in the Amended Plan, subject to the discretion of the Administrator. As of March 31, 2024, approximately 196 individuals would have been eligible to participate in the Amended Plan had it been effective on such date, which includes 5 executive officers, 181 employees who are not executive officers, 10 non-employee directors and 1 consultant. There are certain limits on the number of awards that may be granted under the Amended Plan.

Director Compensation Limit. The Amended Plan provides that the value of all awards awarded under the Amended Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year shall not exceed $750,000, provided, however, that such amount shall be $1,000,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to our board of directors.

Stock Options. The Amended Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options

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granted under the Amended Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors and consultants. The option exercise price of each option will be determined by the Administrator. Except in the case of options (i) granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) granted to individuals who are not subject to U.S. income tax on the date of grant or (iii) that are compliant with Section 409A of the Code, the exercise price of an option may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose will be determined by reference to the price of the shares of common stock on NASDAQ. The exercise price of an option may not be reduced after the date of the option grant without shareholder approval, other than to appropriately reflect changes in our capital structure.

The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. In general, unless otherwise permitted by the Administrator, no option granted under the Amended Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order.

Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee and that are not subject to risk of forfeiture. In addition, non-qualified options may be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.

To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.

Stock Appreciation Rights. The Administrator may award stock appreciation rights subject to such conditions and restrictions as the Administrator may determine. Stock appreciation rights entitle the recipient to shares of common stock or cash equal to the value of the appreciation in the stock price over the exercise price. The exercise price may not be less than the fair market value of the common stock on the date of grant. The term of a stock appreciation right may not exceed ten years.

Restricted Stock. The Administrator may award shares of common stock to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified restricted period. During the vesting period, restricted stock awards may be credited with dividend equivalent rights (but dividend equivalents payable with respect to restricted stock awards with vesting tied to the attainment of performance criteria shall not be paid unless and until such performance conditions are attained).

Restricted Stock Units. The Administrator may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock or cash subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the Administrator’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant’s compliance with the procedures established by the Administrator and requirements of Section 409A of the Code. During the deferral period, the deferred stock awards may be credited with dividend equivalent rights.

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Unrestricted Stock Awards. The Administrator may also grant (or sell at par value or such higher purchase price determined by the Administrator) shares of common stock that are free from any restrictions under the Amended Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

Dividend Equivalent Rights. The Administrator may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights granted as a component of another award of Restricted Stock Units or as a freestanding award, and may be paid only if the related award becomes vested. Dividend equivalent rights may be settled in cash, shares of common stock or a combination thereof, in a single installment or installments, as specified in the award.

Cash-Based Awards. The Administrator may grant cash bonuses under the Amended Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals.

Change of Control Provisions. In the event of a “sale event,” as defined in the Amended Plan, awards under the Amended Plan may be assumed, continued or substituted. In the event that awards are not assumed, continued or substituted, except as otherwise provided in the relevant award certificate, upon the effective time of the sale event, all awards with time-based conditions will become vested and exercisable upon the sale event, and awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the Administrator’s discretion or to the extent specified in the relevant award certificate. In addition, the Company may make or provide for payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration and the exercise price of the options or stock appreciation rights (provided that, in the case of an option or stock appreciation right with an exercise price equal to or greater than the per share cash consideration, such option or stock appreciation right shall be cancelled for no consideration). The Company shall also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration multiplied by the number of vested shares under such awards. All awards will terminate in connection with a sale event unless they are assumed by the successor entity.

Adjustments for Stock Dividends, Stock Splits, Etc. The Amended Plan requires the Administrator to make appropriate adjustments to the number of shares of common stock that are subject to the Amended Plan, to certain limits in the Amended Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

Tax Withholding. Participants in the Amended Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The Administrator may require that tax withholding obligations satisfied by withholding shares of common stock to be issued pursuant to exercise or vesting.

Amendments and Termination. The board of directors may at any time amend or discontinue the Amended Plan and the Administrator may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under the rules of NASDAQ, any amendments that materially change the terms of the Amended Plan will be subject to approval by our shareholders. Amendments shall also be subject to approval by our shareholders if and to the extent determined by the Administrator to be required by the Code to preserve the qualified status of incentive options.

Effective Date of Plan. The First Amendment was approved by our board of directors on April 17, 2024. Awards of incentive options may be granted under the Amended Plan until August 11, 2030. No other awards may be granted under the Amended Plan after August 19, 2030.

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New Plan Benefits

Because the grant of awards under the Amended Plan is within the discretion of the Administrator, the company cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the Amended Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the Amended Plan, the following table provides information concerning the benefits that were received by the following persons and groups during 2023: each named executive officer; all current executive officers, as a group; all current directors who are not executive officers, as a group; and all current employees who are not executive officers, as a group.

(1) The valuation of stock awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, see Note 2 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023.

(2) Represents the weighted-average exercise price for the group.

(3) Represents the aggregate grant date fair value for the group.

Interests of Certain Persons in this Proposal

Our executive officers and members of our board of directors have an interest in this proposal by virtue of their being eligible to receive equity awards under the Amended Plan.

It is not possible to determine the benefits that will be received by participants in the Amended Plan, including our named executive officers and our non-employee directors, in the future because all grants are made in the discretion of our board of directors or our Compensation and Talent Committee. Neither our board of directors nor our Compensation and Talent Committee has approved any awards that are conditioned upon shareholder approval of the Amended Plan.

Other than as described herein, we do not believe that our executive officers or directors have substantial interests in this proposal that are different from or greater than those of any other of our shareholders.

Equity Compensation Plan Information

See below under the heading “Equity Compensation Plan Information” for information as of December 31, 2023 with respect to shares of common stock that may be issued under our equity compensation plans.

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Vote Required and Board of Directors’ Recommendation

A majority of the votes properly cast FOR this proposal is required for the approval of the Amended Plan. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.

The board of directors recommends voting “FOR” Proposal No. 4 to approve Amendment No. 1 to the Kymera Therapeutics, Inc. 2020 Stock Option And Incentive Plan.

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CORPORATE GOVERNANCE

Director Nomination Process

Our nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board of directors, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our nominatingNominating and corporate governance committeeCorporate Governance Committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our board. The qualifications, qualities and skills that our nominatingNominating and corporate governance committeeCorporate Governance Committee believes must be met by a committee recommended nominee for a position on our board of directors are as follows:

Shareholders may recommend individuals to the nominatingNominating and corporate governance committeeCorporate Governance Committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the nominatingNominating and corporate governance committeeCorporate Governance Committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the shareholder proposing the candidate. Shareholder proposals should be addressed to Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230,500 North Beacon Street, Fourth Floor, Watertown, Massachusetts 02472, Attention: Corporate Secretary. Assuming that biographical and background material have been provided on a timely basis in accordance with our bylaws, any recommendations received from shareholders will be evaluated in the same manner as potential nominees proposed by the nominatingNominating and corporate governance committee.Corporate Governance Committee. If our board of directors determines to nominate a shareholder recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of shareholders. See “Shareholder Proposals” for a discussion of submitting shareholder proposals.

Director Independence

Applicable Nasdaq Global Market, or Nasdaq, rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensationAudit, Compensation and nominatingNominating and corporate governance committeesCorporate Governance Committees be independent and that audit committeeAudit Committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensationCompensation and talent committeeTalent Committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment

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other than in his or her capacity as a member of the audit committee,Audit Committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service; or (ii) be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensationCompensation and talent committee,Talent Committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensationCompensation and talent committeeTalent Committee member, including, but not limited to: the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our board of directors has determined that all members of the board of directors, except Nello Mainolfi, Ph.D., are independent directors, including for purposes of the rules of Nasdaq and the SEC. In making such independence determination, our board of directors considered the relationships that each director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the potential deemed beneficial ownership of our capital stock by each director, including non-employee directors that are affiliated with certain of our major shareholders. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. Dr. Mainolfi is not an independent director under these rules because he is currently employed as the chief executive officerChief Executive Officer of the company.

Board Committees

Our board of directors has established an audit committee,Audit Committee, a compensationCompensation and talent committeeTalent Committee and a nominatingNominating and corporate governance committee.Corporate Governance Committee. Each of the audit committee, compensationAudit Committee, Compensation and talent committeeTalent Committee and nominatingNominating and corporate governance committeeCorporate Governance Committee operates under a charter that satisfies the applicable standards of the SEC and Nasdaq. Each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensationAudit Committee, Compensation and talent committee, nominatingTalent Committee, Nominating and corporate governance committeeCorporate Governance Committee is posted on the corporate governance section of our website, https://investors.kymeratx.com/corporate-governance.corporate-governance/documents-charters.

The table below shows current membership for each of the standing committees of our board of directors.

Audit Committee

Elena Ridloff, CFA, Pamela Esposito, Ph.D., and Joanna Horobin, M.B., Ch.B. serve on the audit committee,Audit Committee, which is chaired by Elena Ridloff, CFA. Our board of directors has determined that each member of the audit committeeAudit Committee is “independent” for audit committeeAudit Committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee.Audit Committee.

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Our board of directors has designated Elena Ridloff, CFA as an “audit committee“Audit Committee financial expert,” as defined under the applicable rules of the SEC. During the fiscal year ended December 31, 2022,2023, the audit committeeAudit Committee met four times and acted via written consent once. The audit committee’sAudit Committee’s responsibilities include:

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

Compensation and Talent Committee

Jeffrey Albers, J.D., MBA, John Maraganore, Ph.D. and Leigh Morgan serve on the compensationCompensation and talent committee,Talent Committee, which is chaired by Jeffrey Albers, J.D., MBA. Our board of directors has determined that each member of the compensationCompensation and talent committeeTalent Committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2022,2023, the compensationCompensation and talent committeeTalent Committee met foursix times and acted via written consent seven times.once. The compensationCompensation and talent committee’sTalent Committee’s responsibilities include:

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Nominating and Corporate Governance Committee

Leigh Morgan, Pamela Esposito, Ph.D., Joanna Horobin, M.B., Ch.B. and Gorjan Hrustanovic, Ph.D. serve on the nominatingNominating and corporate governance committee,Corporate Governance Committee, which is chaired by Leigh Morgan. Our board of directors has determined that each member of the nominatingNominating and corporate governance committeeCorporate Governance Committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2022,2023, the nominatingNominating and corporate governance committee acted via written consentCorporate Governance Committee met four times. The nominatingNominating and corporate governance committee’sCorporate Governance Committee’s responsibilities include:

In 2023, the Nominating and Corporate Governance Committee led a self-assessment of the Board and its committees with interviews conducted by the Corporate Secretary. The nominatingfeedback was discussed by the Nominating and corporate governance committeeCorporate Governance Committee and the entire board of directors. This assessment helps to inform our practices and to identify potential improvements to our practices and policies.

The Nominating and Corporate Governance Committee considers candidates for board of director membership suggested by its members and our chief executive officer.Chief Executive Officer. Additionally, in selecting nominees for directors, the nominatingNominating and corporate governance committeeCorporate Governance Committee will review candidates recommended by shareholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our board of directors. Any shareholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Shareholder Proposals.” The nominatingNominating and corporate governance committeeCorporate Governance Committee will also consider whether to nominate any person proposed by a shareholder in accordance with the provisions of our bylaws relating to shareholder nominations as described later in this proxy statement under the heading “Shareholder Proposals.”

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submitted by shareholders or through such other methods as the nominatingNominating and corporate governance committeeCorporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the nominatingNominating and corporate governance committeeCorporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominatingNominating and corporate governance committee.Corporate Governance Committee. The nominatingNominating and corporate governance committeeCorporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominatingNominating and corporate governance committeeCorporate Governance Committee deems to be appropriate in the evaluation process. The nominatingNominating and corporate governance committeeCorporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominatingNominating and corporate governance committeeCorporate Governance Committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our shareholders each year in the class of directors whose term expires at the relevant annual meeting.

Board and Committee Meetings Attendance

The full board of directors met five times and acted via written consent eighttwo times during 2022.2023. During 2022,2023, each member of the board of directors attended in person or participated in 80% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director), and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).

Director Attendance at Annual Meeting of Shareholders

Directors are responsible for attending the annual meeting of shareholders to the extent practicable. All the members of our board of directors who were then directors attended our 20222023 annual meeting of shareholders.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and shareholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in CompanyKymera Therapeutics securities. Our insider trading policy expressly prohibits derivative transactions of our stock by our executive officers, directors and employees. Our insider trading policy expressly prohibits purchases of any derivative securities that provide the economic equivalent of ownership.

Compensation Recovery Policy

Our board of directors adopted a compensation recovery policy effective as of November 1, 2023, in compliance with the Nasdaq listing rules, which requires recovery from executive officers of incentive-based compensation that is earned, granted or vested based on the achievement of a financial reporting measure in the event of a required accounting restatement of previously issued financial statements. The recoverable compensation includes any compensation received after the effective date of the compensation recovery policy and in the three-year fiscal period preceding the date we were required to prepare the accounting restatement that is in excess of the amount that would have been earned, paid or vested had it been calculated based on the restated financial statements. Recovery is required regardless of fault or a covered officer’s role in the financial reporting process. The compensation recovery policy has been filed as Exhibit 97 to Kymera Therapeutics’ Annual Report on Form 10-K for the year ended December 31, 2023. At no time during or after the year ended December 31, 2023, was the company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the compensation recovery policy, nor was there, on December 31, 2023, an

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outstanding balance of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement.

Code of Business Conduct and Ethics

We have adopted a written codeCode of business conductBusiness Conduct and ethicsEthics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the corporate governance section of our website, which is located at https://investors.kymeratx.com/corporate-governance.corporate-governance/documents-charters. If

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Communication with the Directors of Kymera Therapeutics

Any interested party with concerns about our company may report such concerns to the board of directors or the chairperson of our board of directors, by submitting a written communication to the attention of such director at the following address:

c/o Kymera Therapeutics, Inc.

200 Arsenal Yards Blvd., Suite 230

500 North Beacon Street, Fourth Floor, Watertown, Massachusetts 02472

United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder, customer, supplier or other interested party.

A copy of any such written communication may also be forwarded to Kymera Therapeutics’ legal counselChief Legal Officer and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with Kymera Therapeutics’ legal counsel, with independent advisors, with non-management directors, or

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COMPENSATION DISCUSSION AND ANALYSIS

Our compensationCompensation and talent committeeTalent Committee is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, including base salary, cash and equity incentive compensation levels, severance arrangements, change-in-control benefits and other forms of executive compensation. This committee is also responsible for evaluating our company’s performance against its goals and making related recommendations to our board of directors, assessing the performance of our named executive officers, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. Additionally, the Compensation and Talent Committee will engage on strategic, holistic talent topics beyond compensation including leadership development, succession planning and organizational engagement. This section discusses the principles underlying our compensationCompensation and talent committee’sTalent Committee’s policies and decisions with respect to the compensation of our named executive officers.

For 2022,2023, our named executive officers were as follows:

The following discussion should be read together with the compensation tables and related disclosures set forth below.

Fiscal Year 20222023 Performance Highlights and Achievement of 20222023 Corporate Goals

We are a biopharmaceutical company focused on discovering and developing novel small molecule therapeutics that selectively degrade disease-causing proteins by harnessing the body’s own natural protein degradation system. Our proprietary targeted protein degradation, or TPD, platform, which we refer to as Pegasus^™, allows us to discover highly selective small molecule protein degraders with activity against disease-causing proteins throughout the body. We believe that our small molecule protein degraders have unique advantages over existing therapies and our platform allows us to address a large portion of the human genome that was previously intractable with traditional modalities. We focus on biological pathways that have been clinically validated but where key biological nodes/proteins have not been drugged or inadequately drugged.

To date, we have utilized our Pegasus^™ platform to design novel protein degraders focused in the areas of immunology-inflammationimmunology/inflammation and oncology, and we continue to apply our platform’s capabilities to additional therapeutic areas. We have a mission to drug all target classes in human cells using TPD.

Our first threecurrent clinical stage programs are IRAK4, IRAKIMiD,STAT3, and STAT3,MDM2, which each address high impact targets within the interleukin-1 receptor/toll-like receptor, or IL-1R/TLR, and janus kinase/signal transducers and activators of transcription, or JAK/STAT,biologically-proven pathways, providingprovide the opportunity to treat a broad range of immune-inflammatory diseases, hematologic malignancies, and solid tumors. Our fourth clinical program, MDM2, targets both solid and hematologic malignancies. Our programs exemplify our focus on addressing high impact targets that have been elusive to conventional modalities and that drive the pathogenesis of multiple serious diseases with significant unmet medical needs.

2022 was a pivotal year for Kymera Therapeutics as we Our recently disclosed encouraging clinical data in patients for KT-474, dosed patients in our two lead oncology programs, IRAKIMiD and STAT3, announced IND clearance for our next oncology program, MDM2, and continued to expand our pipeline of preclinical programs target STAT6 and augmentTYK2, two proteins in well-validated pathways where we believe our drug development capabilities. We achieved these significant advancements while maintaining a well-capitalized balance sheet and growing our organization both in terms of size and functional capabilities.

We have made substantial progress towards our goal of bringing life-changing therapiesdegrader technology has the potential to patients and achieved significant milestones, including the following, towards the corporate goals we established for 2022, which are described below.offer unique advantages as compared to existing therapies.

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Our goals were centered around threefour overall strategic objectives, each of which contained more specific tactical and operational goals. The threefour categories and associated highlights, in order of weighting, were:

The following highlights key objectives within each category, with the aforementioned exclusions.

Advance our Oncology and Immunology Clinical Pipeline (45% weighting)

For our IRAK4 program, including our lead candidate, KT-474, we publicly stated our goal to complete the Phase 1 patient cohort to enable the transition of the program to Sanofi. Additionally, other key goals were to demonstrate proof-of-mechanism and proof-of-biology in patients and to generate data that would enable the selection of a Phase 2 dose. We also had as a critical goal, as previously stated, to deliver a full data package to our partner, Sanofi, to enable their decision to advance KT-474 into Phase 2 clinical trials. Our IRAK4 program goals also included the submission of the Phase 1 study to a leading medical journal. While the timing of the trial completion did not allow us to submit the results for publication in 2022, we achieved all our other goals related to our IRAK4 program. We had other important accomplishments that were not specifically part of our goals for the IRAK4 program. Most notably, we demonstrated encouraging clinical activity in HS and AD patients, and we enabled Sanofi to communicate to us their intention to advance KT-474 into Phase 2 clinical trials earlier than expected.

For our IRAKIMiD program, including our drug candidate KT-413, our primary goal was to begin patient enrollment and demonstrate proof-of-mechanism, which we had declared publicly and which we defined as the molecule’s ability to degrade the proteins of interest which, in the case of KT-413, are IRAK4 and the IMiD substrates, Ikaros and Aiolos. Specifically, we established goals for target degradation in patients at tolerated doses. In December 2022, we shared IRAKIMiD data that met our proof-of-mechanism goals, although with fewer patients than we had initially anticipated.

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For our STAT3 program, namely our drug candidate KT-333, our primary goal was to begin patient enrollment and demonstrate proof-of-mechanism, which we had declared publicly and which we defined as the molecule’s ability to degrade the STAT3. Specifically, we established goals for target degradation in patients at tolerated doses. In December 2022, we shared STAT3 data that met our proof-of-mechanism goals, although with fewer patients than we had initially anticipated.

Advance our discovery pipeline (30% weighting)

Our objective for 2022 was to build a sustainable pipeline to deliver one IND per year, focusing on first-in-class and best-in-class targets. To accomplish this goal in future years, we progressed multiple programs in each stage of development, including target qualification, hit-to-lead and lead-optimization. Notably, in 2022 we advanced our MDM2 program to IND, a critical and publicly-stated 2022 objective, and we plan to initiate a Phase 1 clinical trial of KT-253 in early 2023. We also set the objective of delivering a best-in-class platform enabled by tissue selective/restricted E3 ligases. Our achieved goals included adding lead optimization programs and increasing our pipeline of hit-to-lead programs, including “undruggable” and “novel E3 enabled” programs. We also achieved objectives for establishing a novel screening platform and advancing our novel molecular glue platform. As part of our publicly stated goals, we expected to have both the first tissue-restricted E3 ligase enabled program, and additional programs in oncology and immunology, in development. We have multiple programs in these areas in development, but none has yet reached IND.

Build a world-class, widely respected and differentiated organization that can attract and engage the best talent and business partners (25% weighting)

As a means of building toward a fully-integrated company, we had goals across many departments and functions at Kymera, including Finance, Communications/Investor Relations, Business Development, Operations and People & Culture. Financial goals included completing a 5-year business plan and budget and financing strategy for which we sought and received board of directors’ approval. We also had a goal to complete a detailed long-range plan (LRP) to inform program and strategic decision making. Our financial goals also included extending our cash runway to enable adequate investment in our current clinical pipeline and in our platform and discovery pipeline, which we achieved with the completion of a $150 million equity offering in 2022. With respect to Communications and Investor Relations, we sought to attract new investors and analysts to the Kymera story by maintaining leadership in the TPD space through scientific communications, including presentations and peer-reviewed Kymera-authored publications. These goals also included executing on an evolved communications strategy, including enhancements to our website, social media and our employer presence. In Business Development, we had goals to explore synergistic program and platform collaborations aligned with our long-term goals. With respect to our organization and operations, our goals also included ensuring our quality systems were stage-appropriate and audit-ready and continuing to build an efficient and scalable operating and manufacturing model. Lastly, with respect to people and culture, we sought to foster a differentiated culture that fully engages our people by creating experiences which empower people to be their best selves and inspire how we live and work. Our People and Culture goals also included achieving 80% of our talent recruitment goals and making key investments in professional development and talent programs to support the growth and engagement of our people and enhance organizational effectiveness, goals which were achieved.

In summary, we achieved many of our 2022 corporate goals and, in some cases, we delivered data and outcomes that were above and beyond expectations. Highlights of our accomplishments included the completion of the IRAK4 Phase 1 study, including encouraging signs of clinical activity, and the decision by Sanofi to advance the program into Phase 2 clinical trials. As planned, our first two oncology programs, IRAKIMiD and STAT3, enrolled patients and demonstrated proof of mechanism data. Our next oncology program, MDM2, received IND clearance, and our earlier stage pipeline continues to advance in line with our expectations. We believe we sustained a strong and leading reputation in TPD as measured by investor and analyst engagement. We completed a $150 million equity financing that helped to extend our cash runway into 2H25. Additionally, in an intensely competitive market, we succeeded in increasing the size and quality of our workforce in 2022,

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Executive Compensation Program Overview

Our compensationCompensation and talent committeeTalent Committee believes that the most effective compensation program is one that promotes company performance, rewards value creation for shareholders and progress towards achieving our mission and that promotes company performance.mission. Our committee targets key elements of our executive compensation program as follows, which are described in more detail below in “—Primary“Primary Elements of Executive Compensation”:

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As seen above, our Compensation and Talent Committee includes “at-risk” incentives as part of executive compensation. By doing this, our NEOs have a significant stake in Kymera’s success which creates direct alignment with shareholder interest. The below chart outlines at a high level such alignment in action as 93% of CEO pay and, on average, 89% of NEOs pay in 2023 was “at-risk.”

In addition to our direct compensation elements, the following features of our executive compensation program are designed to align with shareholder interests and market best practices:

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We believe that targeting overall compensation in this manner is necessary and appropriate in order to align our executive pay practices to individual and corporate performance, attract and retain the quality of talent we need to successfully grow our business, achieve our challenging goals, sustain strong performance, and ensure that compensation levels are competitive with those of other companies against which we compete for talent. We also consider the use of additional incentives for the retention of our executive officers such as cash retention awards, subject to continued employment. In addition, we believe this approach to overall compensation creates a strong alignment with shareholder value and encourages long-term value creation. However,

While we stay committed to these guidelines, any given individual employee’s compensation may vary from the targeted pay framework, based on the unique responsibilities and requirements of his or her position, his or her experience and other qualifications, internal parity relative to similar positions within our company, and individual or company performance relative to performance goals and the peer group to ensure appropriate pay-for-performance alignment. While we do not

Primary Elements of Executive Compensation

Base Salary

Each named executive officer’s base salary is a fixed component of annual compensation for performing specific duties and functions and has been established by our Compensation and Talent Committee or board of directors, as applicable, and reviewed annually typically in connection with our annual performance review process and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. However, on an annual basis, our Compensation and Talent Committee reviews and evaluates, with input from our Chief Executive Officer (other than with respect to decisions pertaining to himself), the need for adjustment of the base salaries of our executive officers. Our Compensation and Talent Committee also reviews and evaluates, without input from our Chief Executive Officer, the need for adjustment of the base salary of our Chief Executive Officer. In each case, changes and expected changes in the scope of an executive officer’s responsibilities, including promotions, the individual contributions made by and performance of the executive officer during the prior year, our overall growth and development as a company and general salary or other market trends in our industry are taken into account.

In January 2023, our Compensation and Talent Committee approved the following 2023 salary increases for each of our named executive officers based on a review of our 2023 peer group market data provided by Aon (who engaged with the company until June 14^th, 2023), macroeconomic factors such as inflation and the current compensation levels of our named executive officers.

(1) All fiscal year 2023 base salaries first became effective on January 1, 2023.

(2) Ms. Chiniara was hired as our Chief Legal Officer on January 3, 2023.

(3) Dr. Chadwick was hired as our Chief Operating Officer on May 22, 2023.

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Annual Cash Incentive Compensation

Our board of directors has adopted a senior executive cash incentive bonus plan, or the executive bonus plan, which is an annual bonus program intended to reward our named executive officers for meeting objective or subjective performance goals for a fiscal year. The executive bonus plan provides for cash payments based upon the attainment of performance targets established by the Compensation and Talent Committee, which may relate to financial and operational measures or objectives, as well as individual performance objectives. Each executive officer who is selected to participate in the executive bonus plan will have a formal or informal policytarget bonus opportunity set for allocatingeach performance period. We believe this executive bonus plan provides incentive that motivates and rewards achievement of performance goals that directly correlates to enhancement of shareholder value, consistent with our total rewards philosophy. Subject to the rights contained in any agreement between long-termthe executive officer and short-term compensation, between cashthe company, an executive officer must be employed by the company on the bonus payment date to be eligible to receive a bonus payment. Each of our named executive officers is eligible to participate in the executive bonus plan.

In January 2024, our Chief Executive Officer recommended to our Compensation and Talent Committee that our company’s performance against our 2023 corporate goals be assessed based on achievements against these goals during the year, which goals and achievements are discussed above under “Fiscal Year 2023 Performance Highlights and Achievement of 2023 Corporate Goals.” In light of the company’s significant achievements in 2023, upon the recommendation of our Compensation and Talent Committee, our board of directors determined that we had successfully achieved our corporate goals for 2023 and delivered on key non-cashpre-clinical, compensation or among different formsclinical and regulatory milestones, and established a bonus payout ratio of non-cash compensation, we generally strive to provide120% of target, as described above.

Our Compensation and Talent Committee also evaluates the individual performance of our named executive officers, with the input of our Chief Executive Officer in the case of the evaluation of our other named executive officers and makes recommendations to our board of directors with regard to the evaluation of our Chief Executive Officer’s individual performance. Individual performance is considered for purposes of determining any positive or negative adjustments to an officer’s bonus for the applicable year. Consistent with this process, our Compensation and Talent Committee assessed the performance of Dr. Mainolfi in 2023 based on our relative achievement of our corporate goals as well as his leadership in driving the execution of our strategic plans. The Compensation and Talent Committee determined each of the other named executive officer’s performance in 2023 by considering each officer’s individual contributions to the completion of our corporate goals and the officer’s individual achievements in executing our strategy and respective functional objectives.

Based on corporate and individual performance, our board of directors approved, upon the recommendation of the Compensation and Talent Committee, a balancebonus multiplier factor for the 2023 cash incentive payment for our Chief Executive Officer and each of short-termour other named executive officers ranging from 100% - 120% based on corporate and individual performance.

(1) Target bonus opportunity and actual incentive payments prorated based on start date

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Long-Term Equity Incentive Awards

Equity compensation represents the largest at-risk component of our named executive officers’ compensation arrangements. We believe that it is appropriate to align the interests of our named executive officers with those of our shareholders to achieve and sustain long-term value creation and stock price appreciation. We use stock options, or an equity mix of stock options and restricted stock units to compensate our executive officers in the form of initial grants in connection with the commencement of employment and on an annual basis as they continue their employment. Initial equity awards are typically granted to our executive officers upon the commencement of their employment, and any annual equity awards granted to executive officers are typically granted effective in the first quarter of the year following the applicable performance period. Any stock options granted to our executive officers will have an exercise price equal to the closing price of our common stock as reported on the Nasdaq Global Market on the date of grant, will have time-based vesting over multiple years and will expire ten years after the date of grant. Restricted stock units will have time-based vesting over multiple years starting from the date of grant.

Our Chief Executive Officer receives 100% stock options, and the remainder of our named executive officers receive a blend of stock options and restricted stock units, more heavily weighted towards options, to better align with shareholder interests. When determining equity incentive compensation for our named executive officers for 2023, our Compensation and Talent Committee, with assistance from Aon, considers a variety of factors in comparison to our named peers, including the following: annual long-term incentive target values, annual equity awards expressed as a percentage of total shares outstanding, total annual and cumulative dilution,

the retentive value of outstanding awards and total equity ownership and the equity compensation practices of other companies in our industry that compete with us for talent. Given the dynamic biopharmaceutical market, the Compensation and Talent Committee does not overemphasize any one perspective. Rather, the committee takes a holistic perspective, further considering the factors enumerated above, the achievement of our company goals and how that impacts total shareholder return, as well as executive performance, when determining actual award levels for the named executive officers, which the committee generally targets between the 50^th and 75^th percentile of our peer group. Accordingly, our Compensation and Talent Committee and board of directors periodically review the equity incentive compensation of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options and RSUs.

The initial stock option awards granted to executive officers upon commencement of their employment vest as to 25% of the shares underlying the award on the first anniversary of the grant date and as to an additional 1/48^th of the shares underlying the award monthly thereafter, subject to the executive officer’s continued employment. Restricted stock units granted upon commencement of employment vest at a rate of 25% on the first anniversary of the grant date and an additional 25% annually thereafter. The annual stock option awards granted to executive officers vest in equal monthly installments over a three-year vesting period, subject to the executive officer’s continued employment. Annual restricted stock unit awards granted vest in equal annual installments over a three-year vesting period, starting on the first anniversary of the date of grant, subject to the executive officer’s continued employment. Upon a termination of employment, vesting for any equity awards granted to executive officers will cease and option exercise rights will generally cease three months thereafter. In specified termination and change-in-control circumstances, equity awards held by our named executive officers are subject to accelerated vesting. See “Employment, Severance and Change-in-Control Arrangements” below for further information.

In March 2023, our Compensation and Talent Committee granted stock options to our Chief Executive Officer and a mix of stock options and restricted stock units to our named executive officers who were then employed with us in the amounts set forth in the table below, generally aligning competitive equity award grants between the 50^th and 75^th percentiles of our peer group, with variation based on individual and company performance, in

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recognition of achievements and performance during 2022 and for expected continued contributions over the equity vesting period.

Each of Ms. Chiniara and Dr. Chadwick were first hired in 2023 and thus received the initial equity grants described below in connection with their commencement of employment, rather than annual grants.

Other Benefits

Other compensation to our executives consists primarily of competitive and broad-based benefits we offer to all regular full-time employees. Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees. We do not offer any defined benefit pension plans or nonqualified deferred compensation arrangements for our employees, including our named executive officers. We may offer cash retention awards to our employees, including our named executive officers, for long-term retention, and consider various factors, including the availability of, and demand for, particular knowledge, skills and expertise.

401(k) Plan. We participate in a retirement savings plan, or 401(k) plan, that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code, or Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 21 years of age are generally eligible to participate in the 401(k) plan, subject to certain criteria. We have implemented a safe harbor match under our 401(k) plan of 100% of the first 3% and 50% of the next 2%, for a total match of 4% of the first 5%. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. We have the ability to make discretionary contributions under the plan but did not make any contributions in 2023.

Health and Welfare Benefits. All of our named executive officers, are eligible to participate in all of our employee benefit plans, including our medical, dental and vision insurance, health savings and dependent care flexible spending accounts, group life, voluntary life and disability insurance, on the same basis as other employees. We also offer wellness incentives, commuting benefits, paid time-off benefits and holidays.

Employee Stock Purchase Plan. Pursuant to consistentlyour employee stock purchase plan, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Code. The purpose of the employee stock purchase plan is to encourage strong performance.our employees, including our named executive officers, to become our shareholders and better align their interests with those of our other shareholders.

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Perquisites. We do not provide perquisites or personal benefits to our named executive officers.

Severance Benefits. We offer our executives severance benefits upon an involuntary or constructive termination based in part on market practice for similarly situated companies, as we believe such post-employment compensation protections are appropriate in light of similar benefits available to executive officers at companies in our peer group. We also offer our executives additional severance benefits in connection with change-in-control situations. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our shareholders because they incentivize senior executives to continue to strive to achieve shareholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our company and our shareholders. A description of these arrangements is set forth under the subsection titled “Employment, Severance and Change-in-Control Arrangements” below, and information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2023, is set forth in the subsection titled “Potential Payments Upon Termination or Change in Control” below.

Governance of Executive Compensation Program

Role of Our Compensation and Talent Committee and Board of Directors

Our board of directors and compensationCompensation and talent committeeTalent Committee annually review compensation for our executive officers. In determining executive base salaries, annual cash incentive compensation and long-term equity incentive compensation, the compensationCompensation and talent committeeTalent Committee and our board of directors consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our shareholders, and a long-term commitment to our company. We target a general competitive position, considering market data as well as internal factors and market conditions to inform the magnitude and mix of compensation of base salary, annual cash incentive compensation and/or equity incentive grants.

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relevant Nasdaq and SEC rules and has concluded that the engagementengagements of Aon doesand Alpine did not raise any conflict of interest.

Role of Management

Our compensationCompensation and talent committeeTalent Committee works with our management, including our chief executive officer,Chief Executive Officer, in making compensation determinations. Our management assists our compensationCompensation and talent committeeTalent Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters.

In addition, our chief executive officerChief Executive Officer reviews the performance of our other named executive officers multiple times throughout the year, including at the end of each year, based on our achievement of our corporate goals and each executive officer’s achievement of his or her functional and individual goals established for the year and his or her overall performance during that year. Our compensationCompensation and talent committeeTalent Committee reviews our chief executive officer’sChief Executive Officer’s recommendations for base salary increases, annual cash incentive compensation, long-term equity incentive grants and any other compensation opportunities for our other named executive officers and considers our chief executive officer’sChief Executive Officer’s recommendations in determining such compensation.

Defining and Comparing Compensation to Market Benchmarks

In evaluating the total compensation of our named executive officers, our compensationCompensation and talent committee,Talent Committee, using information provided by Aon in 2022 for fiscal year 2023 and Alpine thereafter, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:

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area, market capitalization and other key business metrics, as well as whether the companies in our 20222023 peer group experienced reduced growth or change in market capitalization, our compensationCompensation and talent committeeTalent Committee approved the following 17 companies as our 20232024 peer group:

Primary Elements of Executive Compensation

The primary elements of our executive compensation program are base salary, annual cash incentives and long-term equity incentive awards. Our compensation and talent committee uses sound judgment to allocate long-term and short-term compensation for our named executive officers, in alignment with our pay-for-performance philosophy and the long-term interests of shareholders. After reviewing information provided by our compensation consultant and other relevant data, our compensation and talent committee exercises its judgment to determine what it believes to be the appropriate level and mix of the various compensation components. We generally strive to provide our named executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance. Ultimately, the objective in allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain talent, while providing incentives to maximize long-term value for our company and our shareholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward performance on an annual

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considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, to maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, our compensationCompensation and talent committeeTalent Committee has not adopted a policy that all compensation must be deductible. Our compensationCompensation and talent committeeTalent Committee believes that our shareholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense.

Taxation of “Parachute” Payments and Deferred Compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. We have not agreed to provide any executive officer, including any named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G, 4999 or 409A of the Code.

Compensation Risk Assessment

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

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COMPENSATION AND TALENT COMMITTEE REPORT

The compensationCompensation and talent committeeTalent Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the compensationCompensation and talent committeeTalent Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report of the compensationCompensation and talent committeeTalent Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

April 27, 202324, 2024

20222023 Summary Compensation Table

The following table sets forth information regarding total compensation awarded to earned by and paid to each of our named executive officers (NEOs) for the years set forth below. Please note that in certain years these individuals were not NEOs and as such we are not including their compensation for those years.

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Narrative to Summary Compensation Table

Salary

Amounts represent the actual amount of base salary paid for each NEO during each applicable year. NEOs and other employees are generally assessed for potential salary increases to be made effective at the beginning of each year. Percentage salary increases for each of our NEOs were approved in December 2021January 2023 as follows: Dr. Mainolfi (5.5%(6.7%, to $600,000)$640,000), Mr. Jacobs (6.7%(6.4%, to $441,738),$470,000) and Dr. Gollob (6.7%(4.3%, to $460,006),$480,000). Ms. Chiniara and Ms. Caughey (9%, to $403,300).Dr. Chadwick were both hired in 2023. For more information, see the discussion for each NEO under “—Primary“Primary Elements of Executive Compensation” above.

Option Awards

The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs during each applicable year, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.2023. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options or any sale of the underlying shares of common stock. The amounts shown reflect annual equity awards to the NEOs.NEOs and, in the case of Ms. Chiniara and Dr. Chadwick, reflect initial equity (or new hire) grants.

Stock Awards

The amount reported represents the aggregate grant date fair value of RSUsrestricted stock units awarded to the NEOs, calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUsrestricted stock units reported in this column are set forth in Note 2 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.2023. The amount reported in this column reflects the accounting cost for these equity awards and

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does not correspond to the actual economic value that may be received by the applicable NEO upon the vesting/settlement of the RSUs or any sale of the underlying shares of common stock. The 20222023 award amounts reflect annual equity awards for all NEOs.NEOs and, in the case of Ms. Chiniara and Dr. Chadwick, reflect initial equity (or new hire) grants.

Non-Equity Incentive Plan Compensation

The amounts reported represent annual bonuses earned by our NEOs for services performed during the fiscal years indicated, as applicable, based on the achievement of Companycompany and individual performance objectives. Target bonuses for our NEOs are set as a percentage of annual salary, and for 20222023 were 55% of salary for Dr. Mainolfi (CEO), and 40% of salary for our other NEOs. Ms. Chiniara and Dr. Chadwick were both hired in 2023 and, as a result, their respective annual bonuses were prorated. For more information, see “—Primary“Primary Elements of Executive Compensation” above.

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