UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐       Soliciting Material Pursuant to §240.14a-12

☐	Soliciting Material Pursuant to §240.14a-12

SYROS PHARMACEUTICALS, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

SYROS PHARMACEUTICALS, INC.

If you hold your shares through an intermediary, such as a stockholderbank or broker, you must register in advance to attend the virtual annual meeting.

To register to attend the annual meeting online by webcast you must submit proof of record at the closeyour proxy power (legal proxy) reflecting your holdings of business on April 13, 2017, the record date for our annual meeting. There were 23,449,986 shares of our common stock outstandingalong with your name and entitledemail address to vote atComputershare. A legal proxy is not the annual meetingform of proxy included with this proxy statement. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Daylight Time, on Friday, May 26, 2023.

You will receive a confirmation of the record date.your registration by email after we receive your registration materials.

Requests for registration should be directed to Computershare as follows:

Q.How many votes do I have?

A.           Each share of our common stock that you own as of the record date will entitle you to one vote on each matter considered at the annual meeting.

Q.	What if I have trouble accessing the annual meeting virtually?

Q.How do I vote?

A.

The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plug-ins. Please note that Internet Explorer is not supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting fifteen to thirty minutes prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.

A.          If you are the “record holder” of your shares, meaning that your shares are registered in your name in the records of our transfer agent, Computershare Trust Company, N.A., you may vote your shares at the meeting in person or by proxy as follows:

Q.	Who can vote at the annual meeting?

voted with respect to a particular proposal because the broker does not have or did not exercise discretionary authority to vote on the matter and has not received voting instructions from its clients.

Regardless of whether your shares are held in street name, you are welcome to attend the meeting.meeting online. You may not vote shares held in street name in person atduring the virtual meeting, however, unless you obtain a legal proxy, executed in your favor, from the holder of record (i.e., your broker) and register for the meeting in advance as described above under “How do I register to attend the virtual annual meeting?”. A legal proxy is not the form of proxy included with this proxy statement.

Although stockholder approval of our audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ended December 31, 2023 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ended December 31, 2023.

Proposal 3—Advisory Vote on the Compensation Paid to Named Executive Officers

For the advisory vote on the compensation paid to our named executive officers, you may vote “for,” “against” or “abstain.” To approve Proposal 3, holders of a majority of the votes cast on the matter must vote FOR the proposal. Proposal 3 is non-binding. Because this vote is advisory and not binding on us or our board in any way, our board may decide that it is in our and our stockholders’ best interests to compensate our named executive officers in an amount or manner that differs from that which is approved by our stockholders.

Shares that abstain from voting and “broker non-votes” with respect to a matter will not be counted as votes in favor of such matter and will also not be counted as shares voting on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the voting on Proposal 1 referenced above, and abstentions and “broker non-votes” will have no effect on the voting on Proposal 2 or Proposal 23 referenced above.

Q.What are the costs of soliciting these proxies?

A.	We plan to announce preliminary voting results at the annual meeting and will report final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the date of our annual meeting.

A.          We will bear the cost of soliciting proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile, and in person without additional compensation. We may reimburse brokers or persons holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners.

Q.	What are the costs of soliciting these proxies?

Implications of Being an “Emerging Growtha “Smaller Reporting Company”

We are an “emerging growtha “smaller reporting company,” as defined in Rule 12b-2 under the Jumpstart Our Business StartupsSecurities Exchange Act of 2012, or the JOBS Act,1934, as amended (the “Exchange Act”). The SEC has adopted rules allowing smaller reporting companies to provide scaled disclosure, and may remain an emerging growth company for up to five years from the date of our initial public offering, or IPO. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” For so long as we remain an emerging growth company, we are permitted and plan to rely on these exemptions from certain disclosure requirements thatfor as long as we remain a smaller reporting company. We are applicable to othera smaller reporting company so long as we have a public companies that are not emerging growth companies. These exemptions include reducedfloat of less than $250 million, or have annual revenues of less than $100 million and a public float less than $700 million, determined on an annual basis. Under the scaled disclosure obligations regarding executive compensation. In addition, as an emerging growth company,available to smaller reporting companies, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our namedprovide, among other things, Compensation Discussion and Analysis and certain other tabular and narrative disclosures relating to executive officers or the frequency with which such votes must be conducted. We may take advantage of some or all these exemptions until such time as we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenue, we have more than $700 million in market value of our stock held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period.compensation. We have taken advantage of certain reduced reporting obligations in this proxy statement. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

serve as a director. In addition, we believe that all of our directors and nominees possess the attributes or characteristics described in “Corporate Governance Matters—Director Nomination Process” that the nominating and corporate governance committee expects of each director. There are no family relationships among any of our directors, nominees for director, or executive officers.

serve on our board of directors due to his expertise with public and financial accounting matters, his experience on the boards of directors of other publicly-tradedleading financial organizations in biotechnology companies, and his experience as an investor in biotechnology and life sciences companies.

Robert T. NelsenTimothy C. Tyson has served on our board of directors since our inceptionSeptember 2022. He served as Chairman and CEO of Avara Pharmaceutical Services from May 2015 to October 2018. He served as Chief Executive Officer and Executive Chairman of Aptuit from 2008 to 2012 and non-executive Chairman from 2012 to 2016. Mr. Tyson served as the Chief Executive Officer of Valeant Pharmaceuticals International (formerly, ICN Pharmaceuticals Inc.) from 2005 to 2008. He served as President of Valeant Pharmaceuticals International from 2002 to 2008 and served as its Chief Operating Officer from 2002 to 2004. He served as President of Global Manufacturing and Supply for GlaxoSmithKline plc. from 1998 to 2002. From 1997 to 1998, Mr. Tyson served as GlaxoSmithKline’s Vice President and General Manager of Business Operations. During his 14-year tenure at GlaxoSmithKline, he served in November 2011a variety of roles with broad international and domestic responsibilities, including significant management experience running two divisions: Glaxo Dermatology and Cerenex Pharmaceuticals. Prior to his tenure at GlaxoSmithKline, Mr. Tyson served in a number of executive positions at Bristol-Myers Company in Operations and Research and Development. Before his tenure at Bristol-Myers, he served as a Manufacturing Manager for Procter & Gamble. He served as an Officer in the United States Army from 1974 to 1979 and spent 14 years in the United States Army Reserves. Mr. Tyson was a member of the board of directors of Tyme Technologies, Inc., or Tyme, from March 2015 until its acquisition by Syros in September 2022, and was first elected to our lead independent director from December 2015board as the designee of Tyme pursuant to January 2017. Mr. Nelsen was a co-founderthe terms of ARCH Venture Partners, a venture capital firm, and has served in various capacities for ARCH and affiliated entities since 1986.the acquisition. He is currently Chairman and CEO of TriRx Pharmaceutical Services, LLC and Chairman at Icagen Inc. Mr. Tyson received a managing director of ARCH Venture Corporation. Mr. NelsenMaster in Business Administration and Master in Public Administration from Jacksonville State University in 1979 and 1976, respectively. He is also a director of Agios Pharmaceuticals, Inc. and Juno Therapeutics, Inc., each a biopharmaceutical company. Mr. Nelsen previously served as a trustee1974 graduate of the Fred Hutchinson Cancer Research Institute, a trustee of the Institute for Systems Biology, and a director of the National Venture Capital Association.  He has also served as a director of the following biopharmaceutical companies: Bellerophon Therapeutics, Inc., Fate Therapeutics, Inc., Kythera Biopharmaceuticals, Inc. and NeurogesX, Inc. Mr. Nelsen received a B.S. with majors in biology and economics from the University of Puget Sound and an M.B.A. from the University of Chicago.United States Military Academy at West Point. We believe Mr. NelsenTyson is qualified to serve on our board of directors due to his significant operational and senior management experience in the pharmaceutical industry, as well as his extensive experience as an investor in,a director on public and director of, early stage biopharmaceutical and life sciences companies. private boards.

Peter Wirth has served as Chair of our board of directors since January 2017. Mr. Wirth has been a Venture Partner with Quan Capital Management, a venture capital firm, since August 2018, and currently serves as Chairmana director of FORMA Therapeutics Holdings LLC, a privately-held small molecule drug discovery company, Executive Chairman of ZappRx, Inc., a privately-held digital health company, Senior Advisor to Zai Lab Limited, a privately-heldpublicly traded biopharmaceutical company, based in Shanghai, China, and as a director at Kira Pharmaceuticals, Inc., a privately held biotechnology company, and previously served as a director of Aura Biosciences,Forma Therapeutics Holdings, Inc., a privately-held biopharmaceutical company. From November 2011 to April 2014, Mr. Wirth served as President and director of Lysosomal Therapeutics, Inc., a privately-heldpublic biopharmaceutical company. Mr. Wirth was a senior executive at Genzyme Corporation, or Genzyme, from 1996 until after its acquisition by Sanofi-Aventis in 2011, most recently serving as Executive Vice President, Legalexecutive vice president, legal and Corporate Development, Chief Risk Officercorporate development, chief risk officer and Corporate Secretary.corporate secretary. During his time at Genzyme, Mr. Wirth had senior management responsibility for the company’s legal function, corporate development function, molecular oncology division, polymer drug discovery and development division and enterprise risk management function. Mr. Wirth previously served as a director of Synageva BioPharma Corp. a biopharmaceutical company. Mr. Wirth was a 2012 Advanced Leadership Fellow at Harvard University. He received his B.A. from the University of Wisconsin-Madison and his J.D. from Harvard Law School. We believe Mr. Wirth is qualified to serve on our board of directors due to his expertise in corporate governance and his experience in corporate strategy, product development and law in the biotechnology industry.

Class I Director Not Standing for Re-Election

Stéphane Bancel has served as a member of our board of directors since November 2013. He has been president, founding chief executive officer and a director of Moderna Therapeutics Inc., a privately-held biotechnology company, since July 2011. Mr. Bancel was previously chief executive officer of bioMérieux SA, a publicly-traded diagnostics company, from 2006 to July 2011. Prior to his time at bioMérieux, Mr. Bancel was managing director of Eli Lilly in Belgium and executive director of global manufacturing strategy and supply chain at Eli Lilly in Indianapolis, Indiana. Mr. Bancel currently serves as a supervisory director of Qiagen N.V., a molecular diagnostics company. Mr. Bancel holds an M.E. from École Central Paris, an M.S. in chemical engineering from the University of Minnesota and an M.B.A. from Harvard Business School.

Phillip A. Sharp, Ph.D.Deborah Dunsire, M.D. has served on our board of directors since December 2012.September 2021. Dr. SharpDunsire is President and Chief Executive Officer of H. Lundbeck A/S, a public biopharmaceutical company, a position she has been an institute professor at the Massachusetts Instituteheld since September 2018. She previously served as President and Chief Executive Officer and a Director of Technology since 1999. Much of Dr. Sharp’s scientific work has been conducted at MIT’s Center for Cancer Research (now the Koch Institute), which he joined in 1974 and directed from 1985 to 1991. He subsequently led the Department of Biology from 1991 to 1999 before assuming the directorship of the McGovern Institute from 2000 to 2004. Dr. Sharp is the winner of the 1993 Nobel Prize in Physiology or Medicine. Dr. Sharp has served on the board of directors of AlnylamXtuit Pharmaceuticals, Inc., a private biopharmaceutical company, since 2002. He earned his B.A. from Union College (Kentucky) in 1966January 2017 to March 2018. Prior to her position at Xtuit, she served as President and Chief Executive Officer and a Ph.D. in chemistryDirector of FORUM Pharmaceuticals Inc., a private pharmaceutical company, from July 2013 to May 2016. Prior to FORUM, Dr. Dunsire worked for Takeda Pharmaceutical Company Limited as a corporate officer from June 2010 to June 2011 and a Director from June 2011 to June 2013. She served as President, Chief Executive Officer and a Director of Millennium Pharmaceuticals, Inc. between 2005 and 2008, when it was acquired by Takeda, and then as President and Chief Executive Officer of Millennium: The Takeda Oncology Company after the acquisition between 2008 and 2013. Prior to Millennium, Dr. Dunsire held various roles of increasing responsibility at Novartis Pharma AG between 1988 and 2005. She currently serves as a Board member of Ultragenyx Pharmaceutical Inc, a public biopharmaceutical company. She obtained an MBBCh from the University of Illinois, Champaign Urbanathe Witwatersrand in 1969. He did his postdoctoral training at the California Institute of Technology.South Africa. We believe Dr. SharpDunsire is qualified to serve on our board of directors due to his scientific expertiseher extensive experience in the biotechnology and his experiencepharmaceutical sectors, including service as a directorthe chief executive officer of a publicly traded company.various pharmaceutical companies.

Richard A. Young, Ph.D. has served on our board of directors since our inception in November 2011. He is also one of our scientific co-founders and a member of our scientific advisory board. He has been a memberMember of the Whitehead Institute and professorProfessor of Biology at MIT since 1984 and an Affiliate Member of the MassachusettsBroad Institute of Technology since 1984. In May 2012, he2004. He was elected into the National Academy of Sciences.Sciences in 2012 and the National Academy of Medicine in 2019. Dr. Young has served as an advisor to Science magazinethe National Institutes of Health and the World Health Organization. Dr. Young previously served as a directorcurrently serves on the board of Enzon Pharmaceuticals,directors of Omega Therapeutics, Inc., a biopharmaceuticalpublic biotechnology company, and on the boards of directors of Camp4 Therapeutics, Inc., Dewpoint Therapeutics, Inc. and Paratus Sciences, Inc., each a private biotechnology company. Dr. Young received his Ph.D. in molecular biophysics and biochemistry from Yale University. We believe Dr. Young is qualified to serve on our board of directors because of his scientific expertise and his role as one of our scientific co-founders.

Class III Directors

S. Gail Eckhardt, M.D. has been a member of our board of directors since September 2020. Dr. Eckhardt is a tenured Professor, inaugural Director of the Livestrong Cancer Institutes, Chair of the Department of Oncology, and Associate Dean of Cancer Programs at the University of Texas at Austin’s Dell Medical School, or UT Austin. She has been a faculty member at the institution since January of 2017. Prior to joining UT Austin, Dr. Eckhardt was at the University of Colorado School of Medicine from 1999 to January 2017, where she had numerous roles and responsibilities, including Division Head of Medical Oncology, Associate Director for Translational Research at the University of Colorado Comprehensive Cancer Center and Director of the Phase I Program and Fellowship. Dr. Eckhardt has also served on numerous committees and study sections, including the ASCO Molecular Oncology Task Force, the ASCO Board of Directors, the FDA Oncology Drugs Advisory Committee, and the National Cancer Institute (NCI) Cancer Centers Study Section. She is a member of the NCI Investigational Drug Steering Committee and serves on several external advisory boards of NCI-designated cancer centers, was a lead mentor in ASCO’s Leadership Development Program and currently is a member of the Board of Directors of the Association of American Cancer Institutes. Dr. Eckhardt earned her B.S. degree in chemistry from Stephen F. Austin State University and her M.D. from the University of Texas Medical Branch in Galveston. She conducted her internship and residency in Internal Medicine at the University of Virginia Medical School, followed by a post-doctoral research fellowship in Experimental and Molecular Medicine at Scripps Research Institute in La Jolla, California, and a fellowship in Medical Oncology at the University of California San Diego. We believe Dr. Eckhardt is qualified to serve on our board of directors due to her expertise in the preclinical and early clinical development of novel agents and her extensive drug development experience.

Marsha H. Fanucci has been a member of our board of directors since October 2015. Since 2009, Ms. Fanucci has been an independent consultant. From 2004 throughto 2009, she served as senior vice president and chief financial officer of Millennium Pharmaceuticals, Inc., a biopharmaceutical company, or Millennium, that

was subsequently acquired by Takeda Pharmaceuticals Company, a publicly traded biopharmaceutical company, or Takeda. She previously served in various other roles at Millennium, including as vice president, finance and corporate strategy and vice president, corporate development. Ms. Fanucci is a member of the boards of directors of Alnylam Pharmaceuticals, Inc. and Ironwood Pharmaceuticals,Cyclerion Therapeutics, Inc., each a publicly-tradedpublicly traded biopharmaceutical company. She previously served as a director of Momenta Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc., and Forma Therapeutics Holdings, Inc., each a publicly-tradedpublicly traded biopharmaceutical company. Ms. Fanucci received her B.S. in pharmacy from West Virginia University and her M.B.A. from Northeastern University. We believe Ms. Fanucci is qualified to serve on our board of directors due to her expertise with public and financial accounting matters and her experience leading financial organizations in biotechnology companies.

Sanj K. Patel has served on our board of directors since May 2016. Mr. Patel is the founder, chief executive officer and chairman of Kiniksa Pharmaceuticals, Ltd., a privately-held biotechnology company. Before founding Kiniksa in June 2015, Mr. Patel was the president and chief executive officer and a director of Synageva BioPharma Corp. from June 2008 until its acquisition by Alexion, Inc. in June 2015. From 1999 to 2008, Mr. Patel worked at Genzyme Corporation, where most recently he was the head of U.S. sales, marketing and commercial operations for

currently comprise our nominating and corporate governance committee, satisfy the independence standards for such committees established by the SEC and the NASDAQNasdaq Listing Rules, as applicable, including in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act and, in the case of all members of the compensation committee, the independence requirements contemplated by Rule 10C-1 under the Exchange Act. In addition, our board of directors determined that Richard A. Young,Amir Nashat, Ph.D., who served

Stockholders who wish to send communications on any topic to our board of directors should address such communications to Syros Pharmaceuticals, Inc., Attention: Board of Directors, 620 Memorial35 CambridgePark Drive, Suite 300,4th Floor, Cambridge, Massachusetts 02139.02140.

Committees of the Board of Directors

We have established an audit committee, a compensation committee, and a nominating and corporate governance committee, and a research and development committee. Each of these committees operates under a charter that has been approved by our board of directors. A copy of each committee’s charter can be found under the “News“Investors & Investors—Corporate Media—Governance” section of our website, which is located at www.syros.com.

Audit Committee

Our audit committee’s responsibilities include:

Director Nomination Process

The process followed by our nominating and corporate 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 members of the nominating and corporate governance committee and our board of directors.

Criteria and Diversity

In considering whether to recommend to our board of directors any particularspecific candidate for inclusion in our board of directors’ slate of recommended director nominees, including candidates recommended by stockholders, the nominating and corporate governance committee of our board of directors applies the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, the ability to act in the interests of all stockholders, and lack of conflicts of interest.

The director biographies on pages 8 to 1011 indicate each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and our board of directors to conclude he or she should continue to serve as a director. Our nominating and corporate governance committee and our board of directors believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our board of directors as a whole.

Our nominating and corporate governance committee does not have a policy (formal or informal) with respect to diversity, but believes that our board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. In this regard, the nominating and corporate governance committee also takes into consideration the diversity (for example, with respect to gender, race and national origin) of our board members. The nominating and corporate governance committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

Stockholder Nominations

Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and a statement as to whether the stockholder or groupnumber of stockholders making the recommendation has beneficially owned more than 5%shares of our common stock for at least a yearbeneficially owned by the stockholder making the recommendation, and certain other information as of the date such recommendation is made,set forth in our by-laws, to Syros Pharmaceuticals, Inc., Attention: Nominating and Corporate Governance Committee, 620 Memorial35 CambridgePark Drive, Suite 300,4th Floor, Cambridge, Massachusetts 02139. Assuming that02140. If appropriate biographical and background material has been provided on or before the dates set forth in this proxy statement under the heading “Other Matters – Stockholder Proposals for our 20182024 Annual Meeting”,Meeting,” the committee will evaluate stockholder-recommended

committees is to oversee the risk management activities of management. Our board of directors fulfills this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our board of directors oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our audit committee oversees risk management activities related to financial controls, and legal and compliance risks, and cybersecurity risks; our compensation committee oversees risk management activities relating to our compensation policies and practices;practices and management succession planning; and our nominating and corporate governance committee oversees risk management activities relating to the composition of our board of directors and management succession planning.corporate governance. Each committee reports to the full board of directors on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to timetime-to-time request that the full board of directors discuss particular risks.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or ever has been, an officer or employee of our company.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer and principal financial officer. A copy of the code is available on the “News“Investors & Investors—Corporate Media—Governance” section of our website, which is located at www.syros.com. Our board of directors is responsible for overseeing the code of business conduct and ethics and must approve any waivers of the code for directors, officers and employees. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Policies and Procedures for Related Person Transactions

Our board of directors has adopted a written related person transaction policy to set forth policies and procedures for the review of any transaction, arrangement or relationship in which our company is a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related party transaction,” the related person must report the proposed related person transaction to our principal financial officer. The policy calls for the proposed related person transaction to be reviewed and approved by our audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review and, in its discretion, may ratify the related person transaction. The policy also permits the chair of the audit committee to review and, if deemed appropriate,

person’s interests in the transaction. As appropriate for the circumstances, the policy provides that the audit committee will review and consider:

The audit committee may approve or ratify the related person transaction only if the audit committee determines that, under all of the circumstances, the transaction is in our best interests. The audit committee may impose any conditions on the related person transaction as it deems appropriate.

The policy also provides that transactions involving compensation of executive officers will be reviewed and approved by our compensation committee in the manner specified in its charter.

Related Person Transactions

In addition to the compensation arrangements with directors and executive officers described elsewhere in this proxy statement, since January 1, 2016,2021, we have engaged in the following transactions in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and any of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, or any person who was in any of those categories at the time of such transaction, had a direct or indirect material interest. We believe that all of these transactions were on terms comparable to terms that could have been obtained from unrelated third parties.

Private Placement

In January 2016,On September 16, 2022, we issued andcompleted a private placement with several institutional investors, pursuant to which we sold an aggregate of 12,714,1506,387,173 shares of our Series B preferredcommon stock, and in lieu of shares of our common stock to certain investors, we sold such investors pre-funded warrants to purchase an aggregate of 7,426,739 shares of our common stock, and, in each case, accompanying warrants to purchase an aggregate of up to 13,813,912 additional shares of common stock (or pre-funded warrants to purchase common stock in lieu thereof) at a price of $9.40 per share of $3.1461,and accompanying warrant (or $9.399 per pre-funded warrant and accompanying warrant), for an aggregate purchase price of $40.0 million.approximately $129.9 million, before deducting estimated offering expenses payable by us and exclusive of any exercise of the warrants. The following table sets forthsummarizes the number of shares of our Series B preferred stock purchased by our directors, executive officers and 5% stockholders and their affiliates and

Restrictions on the Hedging or Pledging of Our Securities

Our insider trading policy prohibits our employees and directors from purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of any of our securities, including:

These prohibitions also apply to family members living in the same household as our employees and directors, as well as entities influenced or controlled by our employees or directors.

Corporate Sustainability

Our mission is to build a sustainable company that provides long-term value for all our stakeholders. We support those environmental, social and governance (ESG) initiatives that may benefit the patients we aspire to serve, in a manner that aligns with our organizational culture, core values, and applicable regulatory requirements. Our board of directors provides oversight over these ESG initiatives by reference to those standards of the Sustainability Accounting Standards Boards relevant to our business as currently conducted. The specific activities reviewed by our board of directors with respect to fiscal 2022 included:

We are partycommitted to fostering an environment where all employees, regardless of race, sex, sexual orientation, gender identity, religion, ethnicity, national origin, physical disability, or age, are empowered to achieve their full potential. The unique talents, backgrounds and perspectives of each employee strengthens our coordinated expression, making our company stronger and helping us to achieve our mission of developing medicines to transform patients’ lives. Our Diversity, Equity & Inclusion (DEI) committee is an employee-led group that implements a service agreement with WuXi AppTec (Hong Kong) Limited, or WuXi, an affiliatevariety of grassroots initiatives including, among other things, transparent pay equity analyses, a DEI speaker series, and a company-wide allyship program. We are proud of the fact that women currently comprise roughly half of our prior 5% stockholder WuXi PharmaTech, under whichfunctional leaders and 40% of the members of our board of directors, and we engage WuXiremain committed to provide external researchcontinuing greater equity in the workplace and preclinical development services. We paid WuXi $1.3 million during fiscal 2016 for services provided under this agreement.expanding the representation of historically underrepresented individuals, recognizing that a diverse set of voices is vital to our success.

LLP, a Boston law firm, from August 2012 until May 2015. Mr. Quirk previously served as vice president, corporate affairs and general counsel at Infinity Pharmaceuticals, Inc. with responsibility for the company’s legal, intellectual property, finance and corporate communications activities,, a pharmaceutical company, or Infinity, from August 2006 until August 2012, and prior to that held legal and business development positions of increasing responsibility at Genzyme Corporation.Genzyme. Mr. Quirk holds a B.A. in political science from Swarthmore College, an Ed.M. in educational administration from Harvard University, and a J.D. from Northeastern University.

David A. Roth, M.D. has been our chief medical officer since December 2015. Previously, Dr. Roth was employed by Infinity Pharmaceuticals, Inc., a pharmaceutical company, from September 2013 until September 2015, serving most recently as its executive vice president and chief medical officer and previously as its senior vice president of clinical development and medical affairs. Prior to joining Infinity, Dr. Roth was the vice president, early development in the oncology business unit of Pfizer Inc., a pharmaceutical company, from 2009 to August 2013. Prior to joining the pharmaceutical industry, Dr. Roth’s experience included over 10ten years in research and clinical practice as an academic hematologist, and he served on the full-time faculty at Harvard Medical School and Beth Israel Deaconess Medical Center in Boston. Dr. Roth currently serves on the board of directors of Allarity Therapeutics, Inc., a public biopharmaceutical company. Dr. Roth received his B.S. from the Massachusetts Institute of TechnologyMIT and his M.D. from Harvard Medical School in the Harvard MIT Division of Health Sciences and Technology, where he remains on the affiliated faculty.Technology.

Kristin Stephens has been our chief development officer since June 2020. She previously served as our senior vice president of product development from August 2018 to June 2020, vice president of development operations from March 2018 to August 2018, and vice president of clinical operations from October 2015 to March 2018. Prior to Syros, Ms. Stephens spent nearly ten years at Millennium and Takeda in a variety of roles with escalating responsibilities, serving most recently as vice president of global clinical operations. Earlier in her career, Ms. Stephens worked at Quintiles Strategic Research Services, Clinical Assistance Programs and Eastern Cooperative Oncology Group. Ms. Stephens earned her B.A. in mathematics and psychology at William Smith College.

Executive Compensation

This section discusses the material elements of our executive compensation policies for our “named executive officers” and the most important factors relevant to an analysis of these policies. For 2016,2022, our “namednamed executive officers”officers are Nancy A. Simonian, M.D., our President and Chief Executive Officer, and our three other most highly compensated

In February 2021, the compensation committee of our board of directors set Dr. Roth’s annualized base salary was not adjusted for 2017.at $484,000 effective February 22, 2021. In February 2022, the compensation committee increased Dr. Roth’s annualized base salary to $500,000 effective February 21, 2022. In February 2023, the compensation committee increased Dr. Roth’s annualized base salary to $520,000 effective March 6, 2023.

In February 2021, the compensation committee of our board of directors set Dr. Olson’s annualized base salary at $473,000 effective February 22, 2021. In February 2022, the compensation committee increased Dr. Olson’s annualized base salary to $490,000 effective February 21, 2022. In February 2023, the compensation committee increased Dr. Olson’s annualized base salary to $509,600 effective March 6, 2023.

Cash Incentives

During 2016, weWe have established a framework under which the compensation committee would, in its discretion, award annual performance-based cash bonuses to our executive officers for up to a specific percentage of his or her salary as a vehicle to reward achievement of value driving milestones and recognize individual performance. Dr. Simonian iswas eligible for a performance-based cash bonus of up to 50%a percentage of her annual base salary, subject to achievement of corporate goals as determined by the compensation committee. Her bonus target was 55% of her annual base salary in the year ended December 31, 2021, or fiscal 2021, and fiscal 2022. Our other named executive officers are eligible for a performance-based cash bonus of up to 35%a percentage of such named executive officer’s base salary, 90% of which is tied to achievement of corporate goals as determined by the compensation committee, and 10% of which is tied to the achievement of individual goals as recommended by Dr. Simonian and approved by the compensation committee. The bonus target for our other named executive officers was 40% of the applicable officer’s annual base salary for both fiscal 2021 and fiscal 2022.

In February 2017,2022, we made cash bonus awards of $212,500$322,905 to Dr. Simonian, $115,045$185,158 to each of Mr. Kuvalanka and Dr. Roth and $28,731$180,686 to Mr. Quirk,Dr. Olson based on the compensation committee’s assessment of achievement of corporate and individual goals during fiscal 2021. In February 2023, we made cash bonus awards of $316,800 to Dr. Simonian, $180,000 to Dr. Roth and in$176,400 to Dr. Olson based on the casecompensation committee’s assessment of Mr. Quirk, the percentageachievement of the year in which he was employed by Syros.corporate and individual goals during fiscal 2022.

In 2015, we paid a sign‑on bonus of $122,500 to Mr. Kuvalanka upon his commencement of employment with Syros.

Equity Incentives

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equityshare ownership policy or guidelines applicable to them, we believe that equity grantsawards are very effective in supporting executive recruitment, motivation, and retention in a highly competitive marketplace for experienced talent, provide our executivesexecutive officers with a strong link to our long‑termlong-term performance, create an ownership culture, and help to align the interests of our executivesexecutive officers and our stockholders. In addition, weWe believe that equity grantsawards with a time‑basedtime-based vesting featurecondition promote executive retention because this feature incents our executive officers to remain in our employment during the award’s vesting period, andperiod. At the same time, we believe that equity grantsawards with a performance‑based feature incents ourperformance-based vesting aligns executive officers to focus on whatcompensation with the achievement of milestones that we see as key business goals.believe will drive stockholder return. Accordingly, the compensation committee periodically reviews the equity incentive compensation holdings of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options.

purchase 9,400 shares of our common stock. These options vested as to 25% of the shares on February 5, 2016 and June 9, 2016, respectively,28, 2022, with the remaining shares vesting in equal monthly installments thereafter through February 5, 2019 and June 9, 2019, respectively. Dr. Simonian’s third grant vests upon28, 2025, subject to the achievement of performance‑based criteria, with 50% ofapplicable officer’s continued service through the shares having vested upon the closing of our IPO in July 2016 and the remaining 50% of the sharesapplicable vesting upon the earlier to occur of clinical proof‑of‑concept studies for a company drug candidate and a significant development or partnership deal, in each case as determined by our board of directors, and in any event will vest in full on June 9, 2021.

date.

In March 2016,February 2022, Dr. Simonian was granted an option to purchase up to 93,33337,500 shares of our common stock, whichDr. Roth was granted an option to purchase 12,500 shares of our common stock, and Dr. Olson was granted an option to purchase 10,000 shares of our common stock. These options vested as to 25% of the shares on March 31, 2017,February 28, 2023, with the remaining shares vesting in equal monthly installments thereafter through February 28, 2026, subject to the applicable officer’s continued service through the applicable vesting date. In addition, Dr. Simonian was granted a restricted stock unit award with respect to 24,000 shares of our common stock and Drs. Roth and Olson were each granted a restricted stock unit award with respect to 8,000 shares of our common stock. These restricted stock units vested as to 25% of the shares on March 31, 2020.  2023, with the remaining shares vesting in equal annual installments through March 31, 2026, subject to the applicable officer’s continued service through the applicable vesting date. Dr. Simonian was also granted a restricted stock unit award with respect to 40,000 shares of our common stock and Drs. Roth and Olson were each granted a restricted stock unit award with respect to 20,000 shares of our common stock. These restricted stock units will vest in full on March 31, 2025, subject to the applicable officer’s continued service through the applicable vesting date.

In September 2016,October 2022, Dr. Simonian was granted an option to purchase an additional 75,000115,000 shares of our common stock, whichDr. Roth was granted an option to purchase 49,750 shares of our common stock, and Dr. Olson was granted an option to purchase 44,500 shares of our common stock. These options will vest as to 25%50% of the shares on September 16, 2017, with the remaining shares vesting in equal monthly installments thereafter through September 16, 2020.

In September 2015, Mr. Kuvalanka was granted two options to purchase up to 189,252October 31, 2023, and up to 68,819 shares of common stock, respectively. The first grant vested as to 25%50% of the shares on September 21, 2016,October 31, 2024, subject to the applicable officer’s continued service through the applicable vesting date. In addition, Dr. Simonian was granted a restricted stock unit award with the remainingrespect to 80,250 shares vesting in equal monthly installments thereafter through September 21, 2019. Mr. Kuvalanka’s second grant vests upon the achievement of performance‑based criteria, with 40% of the shares having vested upon the closing of our IPO in July 2016, 40% vesting upon the execution by us of a collaboration agreement and 20% of the shares vesting upon clinical proof‑of‑concept for a company drug candidate, in each case as determined by our board of directors, and in any event will vest in full on September 21, 2021. Mr. Kuvalanka was not granted anycommon stock, options during 2016.

In December 2015, Dr. Roth was granted two optionsa restricted stock unit award with respect to purchase up to 172,047 and up to 51,61437,750 shares of our common stock, respectively. The first grant vestedand Dr. Olson was granted a restricted stock unit award with respect to 34,000 shares of our common stock. These restricted stock units will vest as to 25%50% of the shares on December 7, 2016, with the remaining shares vesting in equal monthly installments thereafter through December 7, 2019. Dr. Roth’s second grant vests upon the achievement of performance‑based criteria, with 75% of the shares vesting upon clinical proof‑of‑concept for a company drug candidateOctober 31, 2023, and 25% of the shares vesting upon execution by us of a collaboration agreement, in each case as determined by our board of directors, and in any event will vest in full on December 7, 2021.  Dr. Roth was not granted any stock options during 2016.

In September 2016, Mr. Quirk was granted two options to purchase up to 105,000 and up to 35,000 shares of common stock, respectively.  The first grant will vest as to 25%50% of the shares on September 26, 2017, withOctober 31, 2024, subject to the remaining sharesapplicable officer’s continued service through the applicable vesting in equal monthly installments thereafter through September 26, 2020.  Mr. Quirk’s second grant vests upon the achievement of performance-based criteria, with 67% of the shares vesting upon execution by us of a collaboration agreement, and 33% of the shares vesting upon the earlier of clinical proof-of-concept for a company drug candidate other than SY-1425 or initiation of the first pivotal trial of a company drug candidate, in each case as determined by our board of directors, and in any event will vest in full on September 26, 2022.date.