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:

KALVISTA 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):

KALVISTA PHARMACEUTICALS, INC.

One Kendall Square55 Cambridge Parkway

Building 200, Suite 2203901E

Cambridge, MA 0213902142

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 27, 2017OCTOBER 1, 2020

To the Stockholders of KalVista Pharmaceuticals, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held on September 27, 2017,October 1, 2020, at 9:30 a.m. local time, at the office of the Company located at 55 Cambridge Parkway, 9th Floor,Suite 901E, Cambridge, Massachusetts 0214202142. We are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (“COVID-19”) situation. As a result of COVID-19, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., via a virtual-only Annual Meeting). We plan to announce any such updates through a press release and on our proxy website at www.kalvista.com, and we encourage you to check this website prior to the Annual Meeting if you plan to attend. We intend to hold the 2021 Annual Meeting of Stockholders in person next year.

This Annual Meeting will be held for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on August 21, 201717, 2020 (the “Record Date”“Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors of the Company recommends that you vote FORALL NOMINEES in the election of the director nominees named in Proposal No. 1 of the Proxy Statement; and FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement; FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as described in Proposal No. 3 of the Proxy Statement; and to hold future non-binding advisory votes on the compensation of our named executive officers every ONE YEAR as disclosed in Proposal No. 4 of the Proxy Statement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON OR VIRTUALLY, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR 20172020 ANNUAL REPORT ON FORM 10-K, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION“INFORMATION ABOUT THE PROXY PROCESS AND VOTING”VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS

BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

Cambridge, Massachusetts

August 25, 20172020

TABLE OF CONTENTS

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KALVISTA PHARMACEUTICALS, INC.

One Kendall Square55 Cambridge Parkway

Building 200, Suite 2203901E

Cambridge, MA 0213902142

PROXY STATEMENT

FOR THE 20172020 ANNUAL MEETING OF STOCKHOLDERS

September 27, 2017October 1, 2020

We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of KalVista Pharmaceuticals, Inc. (referred to herein as the “Company”, “KalVista”, “we”, “us” or “our”) is soliciting your proxy to vote at our 20172020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, September 27, 2017,October 1, 2020, at 9:30 a.m. local time, at the office of the Company located at 55 Cambridge Parkway, 9th Floor,Suite 901E, Cambridge, Massachusetts 02142. However, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (“COVID-19”) situation. As a result of COVID-19, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., via a virtual-only Annual Meeting). We plan to announce any such updates through a press release and on our proxy website at www.kalvista.com, and we encourage you to check this website prior to the Annual Meeting if you plan to attend. We intend to hold the 2021 Annual Meeting of Stockholders in person.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

We will begin mailing printed copies of our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended April 30, 2020 (the “Form 10-K”) to our stockholders of record as of August 17, 2020 (the “Record Date”) for the first time on or about August 25, 2020. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “SEC Filings” section of our website at http://ir.kalvista.com.

The only outstanding voting securities of KalVista are shares of common stock, $0.001 par value per share (the “common stock”), of which there were 9,713,04217,902,893 shares outstanding as of the Record Date (excluding any treasury shares). The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the Annual Meeting.

INFORMATION ABOUT THE PROXYPROXY PROCESS AND VOTING

Why am I receiving these materials?

We have delivered printed proxy materialsthis Proxy Statement and Proxy Card to you, because the Board of KalVista Pharmaceuticals, Inc. is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below to submit your proxy over the telephone or on the internet.

This Proxy Statement, the Notice of Annual Meeting and accompanying Proxy Card were first mailed and made available for access by our stockholders on or about August 25, 20172020 to all stockholders of record entitled to vote atas of the Annual Meeting.Record Date.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date, August 21, 2017,17, 2020, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 9,713,04217,902,893 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the Proxy Card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name”“street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid Proxy Card from your broker or other agent.

What am I being asked to vote on?

You are being asked to vote on two (2)four (4) proposals:

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How do I vote?

respect to Proposal No. 1, the election of directors, the Inspector of ElectionElections will count the number of “Withheld”“Withheld” votes received for each of the nominees. If your shares are held by your broker as your nominee (that is, in “street name”“street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine”“routine” items, but not with respect to “non-routine”non-routine” items. At our Annual Meeting, only Proposal No. 2 is considered a routine matter, and the other proposals presented at the Annual Meeting are considered non-routine matters. Since brokers have discretionary authority to vote on routine proposals, there are no broker non-votes for Proposal No. 2, though there may be broker non-votes for all other proposals. If a broker chooses not to vote shares for or against Proposal No. 2, it would have the same effect as an abstention. See below for more information regarding: “What are “broker non-votes”?” and “Which ballot measures are considered “routine” or “non-routine”“non-routine”?”

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What are “broker non-votes”?

Broker non-votes occur whenWith respect to your shares that are registered directly in your name with our transfer agent, AST, you are considered the “stockholder of record” and the Proxy Statement has been sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to a beneficial ownerthird party, or to vote in person at the 2020 Annual Meeting.

With respect to your shares that are held by a brokerage account or by another nominee, you are considered the “beneficial owner” of shares held in “street name” does not give“street name” and the Proxy Statement is being forwarded to you together with voting instructions on behalf of your broker, trustee or nominee. As the beneficial owner, you have the right to thedirect your broker, trustee or nominee holding the shares as to how to vote, on matters deemed “non-routine.” Generally, if sharesand you are heldalso invited to attend the 2020 Annual Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in street name,directing the broker, trustee or nominee how to vote your shares. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the 2020 Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the 2020 Annual Meeting. If you hold your shares through a broker and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will have the discretion to vote such shares on routine matters but not on non-routine matters.

Even though we are listed on The Nasdaq Stock Market LLC (“Nasdaq”), the rules of the New York Stock Exchange (the “NYSE”) govern how a broker licensed by the NYSE can vote shares it holds on behalf of stockholders of Nasdaq-listed companies. As a result:

Because the proposals to be acted upon at the 2020 Annual Meeting include both routine and non-routine matters, if you do not give voting instructions to your broker, trustee or nominee, your broker, trustee or nominee may either (i) vote your shares on routine matters or (ii) leave your shares unvoted.

A broker “non-vote” occurs when your broker, trustee or nominee does not vote on a particular proposal because the broker, trustee or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votesvoting power with respect to that proposal. Accordingly, ifitem and has not received voting instructions from you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.beneficial owner.

Which ballot measures are considered “routine” or “non-routine?“non-routine?”

TheAt our Annual Meeting, only the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending April 30, 20182021 (Proposal No. 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2. The election of directors (Proposal 1) isother proposals presented at the Annual Meeting (Proposals No. 1, 3, and 4) are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal 1.Proposals No. 1, 3 and 4.

How many votes are needed to approve each of the proposal?proposals?

With respect toFor Proposal No. 1, each director will be elected by a plurality of the election of directors,votes cast at the meeting. This means that the two nomineesindividuals nominated for election to the Board at the meeting receiving the highest number of “For”“For” votes will be elected. “Withhold”You may either vote “For” both of the nominees or “Withhold” your vote with respect to one or both of the nominees. You may not cumulate votes and broker non-votesin the election of directors. “Withhold” votes will have no effect on the election of the nominees.

With respect to Proposal 2, the affirmative vote Approval for each of the majorityratification of the appointment of our independent registered public accounting firm for the year ending April 30, 2021 (Proposal No. 2) and, on a non-binding advisory basis, the compensation of our named executive officers (Proposal No. 3), will be obtained if the number of votes cast (excluding abstentions“For” the proposal exceeds the number of votes cast “Against” the proposal. The non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers (Proposal No. 4) will provide stockholders with the opportunity to choose among four options: every “One Year,” “Two Years,” “Three Years,” or “Abstain.” The frequency receiving the greatest number of votes cast by stockholders will be deemed to be the preferred frequency option of our stockholders. Abstentions and broker non-votes)non-votes, as applicable, are counted for purposes of determining whether a quorum is required for approval. This is a routine proposal and therefore we dopresent, but will not expecthave any broker non-votes.effect on the approval of any proposals.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date. We do not have cumulative voting rights for the election of directors.

What if I return a Proxy Card but do not make specific choices?

If we receiveyou are a stockholder of record and you return a signed and dated Proxy Card and the Proxy Card doesproxy card but do not specifyindicate how you wish to vote, we will vote your shares arein the manner recommended by our Board on all matters presented in this Proxy Statement and as we may determine in our discretion with respect to be voted,any other matters properly presented for a vote at the Annual Meeting. If you do not return the proxy card, your shares will not be voted “For”and will not be deemed present for the electionpurpose of eachdetermining whether a quorum exists.

Board of Directors’ Voting Recommendations

Our Board recommends that you vote “FOR” the twoClass II director nominees for director and “For”named in this Proxy Statement (Proposal No. 1), “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. If any other matter is properly presented atfirm for the Annual Meeting, your proxy (onefiscal year ending April 30, 2021 (Proposal No. 2), “FOR” the approval, on a non-binding advisory basis, of the individuals namedcompensation of our Named Executive Officers, as disclosed in this Proxy Statement (Proposal No. 3), and to hold future non-binding advisory votes on your Proxy Card) will vote your sharesthe compensation of our Named Executive Officers every “ONE YEAR” (Proposal No. 4). None of our directors or executive officers has any substantial interest in his or her discretion.any matter to be acted upon, other than Proposal No. 3 and elections to office with respect to the director so nominated in Proposal No. 1.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.

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Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

When are stockholder proposals due for next year’s Annual Meeting?annual meeting?

To be considered for inclusion in next year’syear’s proxy materials, your proposal must be submitted in writing by April 26, 2018,2021, to our Corporate Secretary at One Kendall Square, Building 200,55 Cambridge Parkway, Suite 2203,901E, Cambridge, Massachusetts 02139;02142; provided that if the date of the annual meeting is more than 30 days from September 27, 2018,October 1, 2021, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’syear’s annual meeting. Pursuant to our bylaws, in order for a stockholder to present a proposal for next year’syear’s annual meeting, other than proposals to be included in the proxy statement as described above, or to nominate a director, you must do so between close of business on May 30, 2018June 3, 2021 and close of business on June 29, 2018;July 3, 2021; provided that if the date of that annual meeting is more than 30 days before or after September 27, 2018,October 1, 2021, you must give notice on or before 10 days after the day on which the date of the annual meeting is first disclosed in a public announcement. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting. On the Record Date, there were 9,713,04217,902,893 shares outstanding and entitled to vote. Accordingly, 4,856,5228,951,447 shares must be represented by stockholders present or represented by proxy at the Annual Meeting or represented by proxyin order to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chairman of the Annual Meeting may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

Implications of being an “emerging growth company.”

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million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Directions to Annual Meeting

Directions to our Annual Meeting, to be held at the office of the Company located at 55 Cambridge Parkway, 9th Floor, Cambridge, Massachusetts 02142 are available at: http://ir.kalvista.com/.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board is divided into three classes. Each class has a staggered, three-year term. Unless the Board determines that vacancies shall be filled by the stockholders, and except as otherwise provided by law, vacancies (including vacancies created by increases in the number of directors) on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’sdirector’s successor is elected and qualified.

The Board currently consists of seven seated directors, divided into the three following classes:

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders and until their successors are duly elected and qualified.qualified, or until their death, resignation or removal.

Messrs. AldrichMr. Soland and Mr. Unkart have been nominated to serve as Class II directors and have each consented to stand for reelection. Each director to be elected will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until his successor is elected and has been qualified, or until such director’sdirector’s earlier death, resignation or removal.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below.above. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FORTHE ELECTION OF EACH NAMED NOMINEE.DANIEL B. SOLAND AND EDWARD W. UNKART AS CLASS II DIRECTORS

The following table sets forth, for the Class II director nominees (who are currently standing for re-election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages and position/office held within the Company:Company as of August 17, 2020:

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

Nominees for Election to a Three-Year Term Expiring at the 20202023 Annual Meeting of Stockholders

Richard Aldrich Daniel B. Soland has served as a member of our Board since November 2016.April 2019. Mr. Aldrich is a co-founderSoland most recently served as the Chief Executive Officer of uniQure N.V. from December 2015 through October 2016 and Partner of Longwood Fund. Mr. Aldrich serves as Chairman of the board of Concert Pharmaceuticals. Mr. Aldrich also serves as a Director of Longwood portfolio companies Mitobridge, Inc. and Colorescience, Inc. Prior to co-founding Longwood, he was General Partner of RA Capital, a biotechnology investment fund he co-founded in 2001. Mr. Aldrich was also a founding employee of Vertex Pharmaceuticals where he held the position of Senior Vice President and Chief BusinessOperating Officer and managed all commercial and operating functionsof ViroPharma Inc. from 1989 to 2001. Prior to joining Vertex,November 2006 through February 2014. Mr. Aldrich held several management positions at Biogen, Inc. Mr. Aldrich servesSoland has been serving on the boardboards of directors of OvaScienceAcadia Pharmaceuticals Inc since March 2015 and serves onDBV Pharmaceuticals S.A. since May 2015. Mr. Soland previously served as President of Chiron Vaccines from January 2005 through June 2006, and helped engineer a turnaround that contributed to the Advisory Boardacquisition of Pulmocide Ltd.Chiron by Novartis. Prior to then, he served as President and Renovia Inc.Chief Executive Officer of Epigenesis Pharmaceuticals and as Vice President and Director, Worldwide Marketing Operations at GlaxoSmithKline Biologicals. Earlier in his career, he held positions of increasing responsibility in sales and product management at Pasteur-Merieux’s Connaught Laboratories. Mr. Aldrich also served on the board of directors of the Massachusetts Eye & Ear Infirmary from 2001 to 2015. He received hisSoland holds a B.S. in Business from Boston College, and an M.B.A.Pharmacy from the Amos Tuck School at Dartmouth College.University of Iowa. We believe Mr. AldrichSoland is qualified to serve on our Board because of his lengthyextensive executive and management experience in the biotechpharmaceutical industry both as aworldwide, notably at various senior executive and as an investor.commercial operations positions.

Edward W. Unkart has served as a member of our Board since December 2014. From August 2006 to August 2009, Mr. Unkart served as a member of the board of directors of XTENT, a publicly traded manufacturer of drug-eluting stent systems, where he was the chair of the company’scompany’s audit committee and a member of the nominating and governance committee. From October 2004 to June 2009, Mr. Unkart served as a member of the board of directors of VNUS Medical Technologies, a publicly traded medical device company, where he was the Chair of the company’scompany’s audit committee and a member of the compensation committee. From January 2005 to December 2008, Mr. Unkart served as Vice President of Finance and Administration and Chief Financial Officer of SurgRx, a manufacturer of medical devices. Mr. Unkart also currently serves on the board of directors of a privately held medical device company. Mr. Unkart is a Certified Public Accountant and holds a B.S. and an M.B.A. from Stanford University. We believe Mr.

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Unkart is qualified to serve on our Board because of his finance and accounting expertise and education and his experience gained through his board and officer positions at other life sciences companies.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FORTHE ELECTION OF EACH OF THE ABOVE NAMED NOMINEES

Directors Continuing in Office Until the 20182021 Annual Meeting of Stockholders

Albert Cha, M.D., Ph.D., has served as a member of KalVista’s board of directorsour Board since the consummation of the Carbylan Therapeutics, Inc. transaction in 2016. Dr. Cha served as a member of the Carbylan board of directors starting in November 2007. In September 2000, Dr. Cha joined Vivo Capital, a healthcare investment firm, where he has served in various positions, most recently as a Managing Partner.positions. Dr. Cha currently serves as a member of the boards of directors of Biohaven Pharmaceutical Holding Company Ltd. (NYSE: BHVN), Ascendis Pharma A/S (NASDAQ: ASND) and several privately-held biotechnology and medical device companies. During the past five years, he also served as a member of the boards of directors of Biohaven Pharmaceutical Holding Company Ltd., Aclaris Therapeutics, Inc. (NASDAQ: ACRS), Sierra Oncology, Inc. (formerly ProNAi Therapeutics, Inc.) (NASDAQ: SRRA) and AirXpanders, Inc. (ASX: AXP). Dr. Cha received a B.S. and an M.S. from Stanford University and an M.D. and a Ph.D. from the University of California at Los Angeles. We believe Dr. Cha is qualified to serve on our Board because of his medical background, venture capital experience and significant experience serving as a director of other life sciences companies.

Arnold L. Oronsky, Ph.D., has served as a member of our Board since November 2016. Dr. Oronsky has been a full-time member of InterWest’s healthcare team since 1994, where he currently serves as a Senior Partner. In addition to being a Senior Partner at InterWest, Dr. Oronsky also serves as a Senior Lecturer in the Department of Medicine at Johns Hopkins Medical School. He is a member of the board of directors of Dynavax Technologies TESARO and a number of private pharmaceutical companies. Dr. Oronsky was formerly Vice President for Discovery Research for the Lederle Laboratories division of American Cyanamid Company where he directed all of the research for new drugs and supervised approximately three hundred employees. Dr. Oronsky holds a Ph.D. in Immunology from Columbia University and has published over 125 scientific articles. We believe Dr. Oronsky is qualified to serve on our Board because of his lengthy experience in the biotech industry as an investor and public company Board member.

Martin Edwards, M.D., has served as a member of our Board since June 2019. Dr. Edwardsis a Senior Partner (part time) at Novo Ventures, the venture capital arm of Novo A/S. Since 2003, Dr. Edwards has held various positions at Novo Holdings A/S, a life sciences investor. Earlier in his career, he was Corporate VP and Global Head of Drug Development for Novo Nordisk A/S, where he led pre-clinical and clinical drug development. Previously, Dr. Edwards was Chief Executive Officer of ReNeuron Ltd. and Chief Medical Officer/Vice President at Zymogenetics. He is currently the Chairman and a director of Vantia Ltd. and on the board of directors of Verona Pharma, Reata Pharmaceuticals Inc. and Inozyme Pharma Inc. Dr. Edwards was trained in physiology and medicine at the University of Manchester, where he obtained his M.D. He was elected a Member of the Royal College of Physicians, a Member with distinction of the Royal College of General Practitioners, a Fellow of the Faculty of Pharmaceutical Medicine and holds a MBA from the University of Warwick. In 2009, Dr. Edwards was made Adjunct Professor at CBS SIMI in Copenhagen. We believe Dr. Edwards is qualified to serve on our Board because of his extensive experience and knowledge in the biotechnology industry.

Directors Continuing in Office Until the 20192022 Annual Meeting of Stockholders

T. Andrew Crockett, M.B.A., has served as a member of our Board and as our Chief Executive Officer since November 2016.2016 and as a director and Chief Executive Officer of our wholly owned subsidiary, KalVista Pharmaceuticals Limited, since inception in 2011. From 2010 until November 2015, Mr. Crockett was the Chief Executive Officer and member of the board of directors of Vantia Ltd., where he served as Vice President of Business Development prior to his promotion. He continues to sit on the board of directors. Mr. Crockett has also held various senior management positions including Vice President of Business Development and Director of Clinical and Regulatory Affairs in biotech and specialty pharmaceutical companies in the United States and United Kingdom. Mr. Crockett received a B.A. from the University of Utah and M.B.A. from The Wharton School, University of Pennsylvania, with a major in finance. We believe Mr. Crockett is qualified to serve on our Board because of his founding role with the Company and his broad experience in the biotech industry.

Joshua Resnick,Brian J. G. Pereira, M.D., M.B.A., has served as a member of our Board since November 2016.February 2019. Dr. ResnickPereira is a veteran biopharmaceutical and healthcare leader with experience in financing and growing companies. He has been a PartnerPresident & CEO of Visterra, Inc. since 2013 and continues to serve in this role after the acquisition by Otsuka in August 2018. He previously served as President & CEO of AMAG Pharmaceuticals where he raised four financing rounds at SV Health Investors (“SV”) since January 2016.  Before joining SV in January 2016, Dr. Resnick wasincreasing valuations and built the clinical development, manufacturing, supply-chain and commercial infrastructure for Feraheme. Prior to AMAG Pharmaceuticals, he held senior roles at Tufts Medical Center, including President and Managing Partner at MRL Ventures Fund (“MRL Ventures”)CEO of a Tufts Medical Center Physician Organization and interim COO. Brian is Executive Chairman of the Board of Directors of Abeona Inc., and Chairman of the early-stage therapeutics-focused corporate venture fund that he builtBoard of Directors of Africa Healthcare Network. He serves on the Board of Cullinan Pearl Corp and managed within Merck & Co from December 2014 to January 2016. Prior to MRL Ventures, Dr. ResnickVisterra, Inc, and has previously served on the Board of several private and public companies. He serves on the Board of Directors of the America India Foundation and Board of Advisors of Life Sciences Cares. He was a Venture Partner with Atlas Venture (“the Chairman of the Board of the Harvard-MITAtlas”), focusing on company formation, Seed Biomedical Enterprise Program and Series A investing. During his tenure at Atlas, Dr. Resnick was alsoPresident and Board member of the Founder and Chief Executive OfficerNational Kidney Foundation. Brian is an Adjunct Professor of two start-ups in the immuno-oncology and neuro spaces. Prior to Atlas, Dr. Resnick was a Partner at Prism Venture Partners, where he focused on early-stage biopharmaceutical, medical device, tools and diagnostics investments. Dr. Resnick is also an Attending Physician at Massachusetts General Hospital, as well as Brigham and Women’s Hospital since 2006, and an Instructor in Medicine at Harvard Medical School. Dr. Resnick graduated Magna Cum Laude with a B.A. from Williams College and received his M.D. and M.B.A. from theTufts University of Pennsylvania School of Medicine and The Whartonhas authored over 200 published scientific articles. He received his medical degree (MBBS) from St. John’s Medical College, MD (Medicine) and DM (Nephrology) from the Post Graduate Institute and MBA from Kellogg School of Business.Management at Northwestern University. We believe that Dr. ResnickPereira is qualified to serve on our Board because of his industryextensive experience as a biotech publicin and private company investor.

Rajeev Shah has served as a memberknowledge of our Board since November 2016. Mr. Shah has been a Managing Director and Portfolio Manager at RA Capital Management since June 2004. He is active in both public and private investments in companies developing drugs, medical devices, diagnostics, and research tools. Mr. Shah is active inindustry.

the firm’s outreach efforts, speaking frequently both at industry events and in classrooms. Prior to joining RA Capital, he worked as a Senior Project Leader at Altus Pharmaceuticals, a spin-off company of Vertex Pharmaceuticals, from 2000 to 2004. At Altus, he assessed business processes and implemented system solutions for all science areas. Mr. Shah holds a B.S. in Chemistry, with a concentration in Economics from Cornell University. He is an active member of the Big Brothers of Massachusetts Bay program. We believe Mr. Shah is qualified to serve on our Board because of his experience as an investor in the biotech industry.

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PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has appointed Deloitte & Touche LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ending April 30, 2018.2021. Deloitte & Touche LLP audited our financial statements for the fiscal year ended April 30, 2017.2020. The Board proposesrecommends that our stockholders ratify this appointment. In the event our stockholders do not ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ended April 30, 2021, the audit committee will reconsider its appointment. We expect that a representative of Deloitte & Touche LLP will be present at the Annual Meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

On November 21, 2016, in connection with the reverse acquisition, the audit committee approved the dismissal of PricewaterhouseCoopers LLP, Carbylan Therapeutics, Inc.’s (“Carbylan”) independent registered public accounting firm, as our independent registered public accounting firm, effective as of such date, and on the same date, the audit committee approved, on our behalf, the engagement of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ended April 30, 2017. In deciding to appoint Deloitte & Touche LLP, the audit committee reviewed auditor independence issues and existing relationships with Deloitte & Touche LLP and concluded that Deloitte & Touche LLP has no relationship with us that would impair its independence for the fiscal year ending April 30, 2018. See “Certain Relationships and Related Party Transactions—Reverse Acquisition” for more details regarding the transaction with Carbylan.2021.

PricewaterhouseCoopers LLP’s audit reports on Carbylan’s financial statements as of and for each of the two fiscal years ended December 31, 2015 and December 31, 2014, contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the two fiscal years ended December 31, 2015 and December 31, 2014, and the subsequent interim period through November 21, 2016, the date of the dismissal of PricewaterhouseCoopers LLP, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between Carbylan and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to PricewaterhouseCoopers LLP’s satisfaction, would have caused PricewaterhouseCoopers LLP to make reference to the subject matter of the disagreement in connection with its report for such periods. In addition, during the periods identified above, there were no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

We previously reported the audit committee’s determination to dismiss PricewaterhouseCoopers LLP as our independent registered public accounting firm on a Current Report on Form 8-K filed by us with the SEC on November 23, 2016. We provided PricewaterhouseCoopers LLP with a copy of the foregoing disclosures and requested that PricewaterhouseCoopers LLP furnish us with a letter addressed to the SEC stating whether it agreed with the foregoing disclosures and, if not, stating the respects in which it did not agree. A copy of the letter from PricewaterhouseCoopers LLP was filed as Exhibit 16.1 to our Form 8-K filed on November 23, 2016.

During the fiscal year ended April 30, 2016 and the subsequent interim period from May 1, 2016 through November 21, 2016, the date of our engagement of Deloitte & Touche LLP, neither we nor anyone on our behalf consulted with Deloitte & Touche LLP regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us that Deloitte & Touche LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of SEC Regulation S-K and the instructions to Item 304) or a reportable event (as defined in Item 304(a)(1)(v) of SEC Regulation S-K).

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Principal Accountant Fees and Services

The following table provides information regarding the aggregate fees for services provided by Deloitte & Touche LLP for the fiscal yearyears ended April 30, 20172020 and PricewaterhouseCoopers LLP, for the fiscal year ended April 30, 2016.2019.

Pre-Approval Policies and Procedures

Our audit committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our audit committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by our audit committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR“FOR” RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.FIRM FOR THE YEAR ENDING APRIL 30, 2021

PROPOSAL NO. 3

13NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the rules of the SEC, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers. This non-binding advisory vote is commonly referred to as a “say on pay” vote. The non-binding advisory vote on the compensation of our named executive officers, as disclosed in this Proxy Statement, will be determined by the vote of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy at the Annual Meeting and affirmatively voting “FOR” or “AGAINST” on the matter.

Stockholders are urged to read the “Executive Compensation” section of this Proxy Statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our compensation committee and Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting.

“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to the applicable compensation disclosure rules of the SEC, including, the compensation tables and narrative discussion and the other related disclosures.”

As an advisory vote, this proposal is not binding. However, our Board and compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

PROPOSAL NO. 4

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the rules of the SEC, we are providing our stockholders with an opportunity to make a non-binding, advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers. This non-binding advisory vote must be submitted to stockholders at least once every six years.

You have four choices for voting on this proposal. You can choose whether future non-binding advisory votes on the compensation of our named executive officers should be conducted every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS.” You may also “ABSTAIN” from voting. The frequency that receives the greatest number of votes cast by stockholders on this matter at the meeting will be deemed to be the preferred frequency option of our stockholders.

After careful consideration, our Board recommends that future non-binding advisory votes on the compensation of our named executive officers be held every year. Stockholders are not voting to approve or disapprove the Board’s recommendation. Instead, stockholders may indicate their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers by selecting one year, two years or three years. Stockholders that do not have a preference regarding the frequency of future advisory votes may abstain from voting on the proposal.

As an advisory vote, this proposal is not binding. However, our Board and compensation committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our named executive officers.

THE BOARD OF DIRECTORS RECOMMENDS TO HOLD FUTURE NON-BINDING VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY “ONE YEAR”

REPORT OF THE AUDIT COMMITTEECOMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is not “soliciting“soliciting material,” is not deemed “filed”“filed” with the Securities and Exchange Commission (the “SEC”), and is not to be incorporated by reference into any filing of KalVista under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”).

The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of our Board. The audit committee’scommittee’s functions are more fully described in its charter, which is available in the “Corporate Governance” section on our website at http://ir.kalvista.com/.ir.kalvista.com. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management KalVista’sKalVista’s audited financial statements as of and for the year ended April 30, 2017.2020.

The audit committee has discussed with Deloitte & Touche LLP, the Company’sCompany’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding “Communications with Audit Committees.”and the SEC. In addition, the audit committee discussed with Deloitte & Touche LLP their independence, and received from Deloitte & Touche LLP the written disclosures and the letter required by applicable requirements of the PCAOB.PCAOB regarding the independent accountant’s communications with the audit committee concerning independence. Finally, the audit committee discussed with Deloitte & Touche LLP, with and without management present, the scope and results of Deloitte & Touche LLP’sLLP’s audit of suchthe Company’s financial statements.statements for the year ended April 30, 2020.

Based on these reviews and discussions, the audit committee has recommended to our Board that suchapproved the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended April 30, 20172020 for filing with the SEC. The audit committee also has engaged Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ended April 30, 20182021 and is seeking ratification of such selection by the stockholders.

Audit Committee

Edward W. Unkart Chairman

Arnold L. Oronsky, Ph.D.

Rajeev ShahBrian J. G. Pereira, M.D.

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CORPORATE GOVERNANCE

Code of Conduct and Ethics

We haveOur board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.our Chief Executive Officer and other executive and senior officers. The full text of our code of conduct and ethics is availableposted in the “Corporate Governance” section on our website at http://ir.kalvista.com/. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.ir.kalvista.com. The reference to our webwebsite address in this Proxy Statement does not constitute incorporationinclude or incorporate by reference of the information contained aton our website into this Proxy Statement. We intend to disclose future amendments to certain provisions of our code of conduct and ethics, or available throughwaivers of these provisions, on our website.website or in public filings.

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted these Corporate Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices our Board follows with respect to Board and committee composition and selection, Board meetings, Chief Executive Officer performance evaluation and succession planning. A copy of our Corporate Governance Guidelines is available in the “Corporate Governance” section on our website at http://ir.kalvista.com/.ir.kalvista.com.

Independence of the Board of Directors

Under the rules and regulations of The NASDAQ Stock Market (“NASDAQ”),Nasdaq, a majority of the members of a listed company’scompany’s board of directors must qualify as “independent,“independent,” as affirmatively determined by such board. TheOur Board consults with the Company’sCompany’s counsel to ensure that the Board’sBoard’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,“independent,” including those set forth in pertinent NASDAQNasdaq listing standards, as in effect from time to time.

Consistent with these considerations, our Board has determined that all of our directors, other than Mr. Crockett, qualify as “independent”“independent” directors in accordance with NASDAQNasdaq listing requirements. Mr. Crockett is not considered independent because he is an employee of KalVista. The NASDAQNasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by NASDAQNasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’sdirector’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

As required under NASDAQNasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. As described more fully below, all of the committees of our Board are comprised entirely of directors determined by theour Board to meet the independence standards applicable to those committees prescribed by NASDAQ,Nasdaq, the SEC and the Internal Revenue Service.

Leadership Structure of the Board

Our bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company. The positions of Chief Executive Officer and Chairman of our Board are held by two different individuals (Mr. Crockett and Mr. Aldrich,Dr. Edwards, respectively). This structure allows our Chief Executive Officer to focus on our day-to-day business while our Chairman leads our Board in its fundamental role of providing advice to and independent oversight of the management. Our Board believes such separation is appropriate, as it enhances the accountability of the Chief Executive Officer to the Board and strengthens the independence of the Board from management.

Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee is responsible for overseeing our accounting and financial reporting processes, our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements.requirements, including cybersecurity risks. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and reviews and reports to the audit committee on any related person transactions. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:

The current members of our audit committee are Arnold L. Oronsky, Ph.D., Rajeev ShahBrian J. G. Pereira, M.D. and Edward W. Unkart. Mr. Unkart serves as the Chairman of the committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ.Nasdaq. Our Board has determined that Mr. Unkart is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of NASDAQ.Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. Our Board has determined that each of Dr.Drs. Oronsky and Messrs. ShahPereira and Mr. Unkart are independent under the applicable rules of NASDAQNasdaq and the SEC. Our audit committee has been established in accordance with the rules and regulations of the Exchange Act. The audit committee operates under a written charter that satisfies the applicable standards of the

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SEC and NASDAQ.Nasdaq. A copy of the audit committee charter is available to security holders in the “Corporate Governance” section on the Company’sCompany’s website at http://ir.kalvista.com/.ir.kalvista.com.

Compensation Committee

Our compensation committee reviews and recommends or approves policies relating to compensation and benefits of our officers and employees. The compensation committee reviews, and when necessary or appropriate, recommends to our Board corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives and sets the compensation of these officers, other thanbased on such evaluations. The compensation committee may take account of recommendations by the Chief Executive Officer based on such evaluations. Our Board retains the authoritywith respect to determine and approve, upon the recommendation of the compensation committee, the compensation of the Chief Executive Officer, unless such authority has been delegated to the compensation committee. Ourother executive officers submit proposals to the compensation committee regarding our executive and director compensation, which the compensation committee may recommend to our Board.officers’ compensation. The compensation committee approves, or may also recommendsrecommend to our Board, the issuance of stock options and other awards under our stockequity plans. In addition, the compensation committee recommends to our Board the compensation of our non-employee directors. The compensation committee will review and evaluate, at least annually, the performance of the compensation committee and its members, including compliance by the compensation committee with its charter. The compensation committee is entitled to delegate any or all of its responsibilities to a subcommittee to the extent consistent with our amended and restated certificate of incorporation, amended and restated bylaws, Section 162(m) of the Internal Revenue Code of 1986, as amended, applicable laws, regulations and NASDAQNasdaq rules. The current members of our compensation committee are Albert Cha, M.D., Ph.D., Joshua Resnick, and Martin Edwards, M.D., and Rajeev Shah. Dr. Cha serves as the chairmanChairman of the compensation committee. Each of the members of our compensation committee is independent under the applicable NASDAQNasdaq rules and regulations and is a “non-employeenon-employee director” director” as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director”“outside director” as that term is defined in Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended.

Our compensation committee has historically, including for fiscal 2020, retained Radford, part of Aon plc (“Radford”) a nationally recognized compensation consulting firm, to serve as its independent compensation consultant and to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis, to provide the committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. Radford reports directly to the compensation committee and does not provide any non-compensation related services to the Company. In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, Radford addressed each of the six independence factors established by the SEC with the compensation committee. ItsRadford’s responses affirmed the independence of Radford on executive compensation matters. Based on this assessment, the compensation committee determined that the engagement of Radford does not raise any conflicts of interest or similar concerns. In addition, the compensation committee evaluated the independence of its other outside advisors to the compensation committee, including outside legal counsel, considering the same independence factors and concluded their work for the compensation committee does not raise any conflicts of interest.

The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ.Nasdaq. A copy of the compensation committee charter is available to security holders in the “Corporate Governance” section on the Company’sCompany’s website at http://ir.kalvista.com/.ir.kalvista.com.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters. The current members of our nominating and corporate governance committee are Richard AldrichMartin Edwards, M.D. and Arnold L. Oronsky, Ph.D. Dr. Oronsky is the Chairman of the committee. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of NASDAQNasdaq relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter. A copy of the nominating and corporate governance committee charter is available to security holders on the Company’s website at http://ir.kalvista.com/.

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Our nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following: diversity of personal and professional background, perspective and experience; personal and professional integrity, ethics and values; experience in corporate management, operations or finance, such as serving as an officera current or former officer or board member of a publicly held

company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-tradedpublicly traded company in today’stoday’s business environment; experience in the industries in which we compete and with relevant social policy concerns; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’sCompany’s operations; diversity of business and career experience relevant to the success of the Company; and practical and mature business judgment. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

The nominating and corporate governance committee will consider director candidates recommended for nomination by stockholders during such times as the Board is seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). For a stockholder to make any nomination for election to the Board at an annual meeting, the stockholder must provide notice to the Company, which notice must be delivered to the Secretary of the Company at the Company’sCompany’s principal executive offices not earlier than close of business on the 120^th120th day nor later than close of business on the 90^th90th day prior to the one-year anniversary of the preceding year’syear’s annual meeting; provided, that if the date of the annual meeting is more than 30 days before or after such anniversary date, the stockholder’sstockholder’s notice must be delivered on or before 10 days after the day on which the date of the annual meeting is first disclosed in a public announcement. In addition, should our Board determine to call a special meeting of stockholders for the purpose of electing one or more directors, a stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the applicable notice of meeting by delivering notice to the Secretary of the Company at the Company’sCompany’s principal executive offices not earlier than close of business on the 120^th120th day nor later than close of business on the 90^th90th day prior to such special meeting, or the 10^th10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

As more fully set forth in Section 1.2 of our bylaws, any such notice described in the foregoing paragraph must include, among other things, (i) with respect to each nominee for election as a director, (A) all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’snominee’s written consent to serve as a director if elected, and (B) certain information with respect to the relationship, if any, between such stockholder and the proposed nominee and any of their respective affiliates or associates; and (ii) with respect to the stockholder giving the notice, (A) such stockholder’sstockholder’s name and address, (B) certain information with respect to such stockholder’sstockholder’s beneficial ownership of the Company’sCompany’s securities, (C) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filing required in connection with solicitations of proxies for the election of directors in an election contest pursuant to Section 14(a) of the Exchange Act; and (D) certain representations and certifications. Further updates and supplements to such notice may be required from the proposed nominee and/or such stockholder, in each case, as set forth in our bylaws. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Corporate Secretary, at One Kendall Square, Building 200,55 Cambridge Parkway, Suite 2203,901E, Cambridge, Massachusetts 02139.02142.

The nominating and corporate governance committee operates under a written charter. A copy of the nominating and corporate governance committee charter is available to security holders in the “Corporate Governance” section on the Company’s website at http://ir.kalvista.com.

Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

Our Board met threefour times during the last year.fiscal year and also acted by unanimous written consent. The audit committee met twofour times and also acted by unanimous written consent; the compensation committee met three timesone time and also acted by unanimous written consent; the nominating and corporate governance committee did not meet.meet but acted by unanimous written consent. During the fiscal year ended April 30, 2017,2020, none of the directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board during his tenure and the total number of meetings held by all committees of the Board on which such

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director served during his tenure. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. Six members of our Board, who were serving on the Board, attended the 2019 annual meeting of stockholders.

Stockholder Communications with the Board of Directors

Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of the Corporate Secretary, at One Kendall Square, Building 200,55 Cambridge Parkway, Suite 2203,901E, Cambridge, Massachusetts 02139. 02142.

The Corporate Secretary will forward the communication to the Board members.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended April 30, 2017,2020, our compensation committee consisted of Dr. Cha, Dr. Resnick and Mr. Shah,Aldrich (until June 27, 2019), and Dr. Cha and Messrs. Katkin and Nohra served as the compensation committee prior to the reverse acquisition transaction.Edwards (starting from June 26, 2019). None of the members of our compensation committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our Board or compensation committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions and series of similar transactions, during our last two fiscal year,years, to which we were a party or will be a party, in which:

Reverse Acquisition

On November 21, 2016, we completed a business combination with KalVista Pharmaceuticals, Ltd. (“KalVista Limited”) in accordance with the terms of the Share Purchase Agreement, each shareholder of KalVista Limited (each, a “Seller”) agreed to sell to us, and we agreed to purchase from each Seller, all of the ordinary and preferred shares of KalVista Limited owned by such Seller in exchange for the issuance of a certain number of shares of our common stock as determined pursuant to the terms of the Share Purchase Agreement (the “reverse acquisition transaction”). Also on November 21, 2016, in connection with, and prior to completion of, the reverse acquisition transaction, we effected a 1-for-14 reverse stock split of its common stock and, following the reverse acquisition transaction, changed our name from “Carbylan Therapeutics, Inc.” to “KalVista Pharmaceuticals, Inc.” Under the terms of the Share Purchase Agreement, at the effective time of the reverse acquisition transaction, we issued an aggregate of 8,039,420 shares of common stock to KalVista Limited shareholders, at an exchange rate of 0.29112 shares of common stock, after taking into account the reverse stock split, in exchange for each share of the ordinary and preferred shares of KalVista Limited. The exchange rate was calculated by a formula that was determined through arms-length negotiations between us and KalVista Limited.

Concurrently with the execution of the Share Purchase Agreement, we entered into a Registration Rights Agreement, pursuant to which we filed a registration statement with the SEC covering the resale of the shares of our common stock issued to the Sellers in connection with the reverse acquisition transaction.

Indemnification Agreements and Directors’ and Officers’ Liability Insurance

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.

Policies and Procedures for Transactions with Related Persons

We have adopted a written related person transaction approval policy that has governed the review of related person transactions since the closing of our initial public offering. Pursuant to this policy, if we want to enter into a transaction with a related person or an affiliate of a related person, our Chief Financial Officer will review the proposed transaction to determine, based on applicable NASDAQNasdaq and SEC rules, if such transaction qualifies as a related person transaction. If our Chief Financial Officer determines that the proposed transaction is a related person transaction, then the proposed transaction shall be submitted to the audit committee for pre-approval at the next regular or special audit committee meeting; if our Chief Financial Officer, in consultation with our Chief Executive Officer, determines that it is not practicable to wait until the next meeting of the audit committee, then our Chief Financial Officer may submit the proposed transaction to the Chairman of the audit committee. In the event that our Chief Executive Officer or Chief Financial Officer becomes aware of a related person transaction that has not been previously approved or previously ratified under our related person transaction approval policy, the transaction, if ongoing, will be promptly submitted to the audit committee or the Chairman of the audit committee for consideration. If the transaction is already completed, the audit committee or the Chairman of the audit committee shall evaluate the transaction to determine if rescission of the transaction and/or any disciplinary action is appropriate.

DIRECTOR COMPENSATIONCOMPENSATION

Director Compensation Policy

Our Board approves the form and amount of non-employee director compensation. Our Compensation Committeecompensation and our compensation committee reviews our non-employee director compensation and makes recommendations on the form and amount of non-employee director compensation. As part of its review, our compensation committee considered the information, analysis, and recommendations provided by Radford, its independent compensation consultant, including data regarding compensation paid to non-employee directors by companies in our peer group, as well as publicly available professional compensation surveys, proxy data, and the individual experiences of the committee members when it evaluates the appropriate level and form of compensation for non-employee directors.

We pay our independent directors an annual retainer of $35,000.$40,000, and additional annual cash compensation of $30,000 to the non-employee Chairman of the Board. In addition, each independent director who serves as the Chairmanchairman of our audit committee, compensation committee or nominating and corporate governance committee will receive, for his or her service in such capacity, an additional annual retainer of $15,000, $10,000 or $7,500, respectively, and each other independent director who is a member of the audit committee, compensation committee or nominating and corporate governance committee will receive an additional annual retainer of $7,500, $5,000 or $3,750,$4,000, respectively. We reimburse each non-employee member of our board of directors for reasonable out-of-pocket expenses incurred in connection with attending our board and committee meetings.

In addition, our non-employee directors receive the following equity compensation: (i) each individual appointed as a non-employee director is automatically granted on the date of the appointment an option to purchase 14,000 shares of our common stock, vesting monthly over three years, and (ii) starting from the first anniversary of the date when the director was appointed to the Board, on the date of each annual meeting of stockholders, each non-employee director who is serving on the Board on the date of such annual meeting of stockholders and will continue to serve on the Board following such meeting shall be automatically granted an option to purchase 7,000 shares of the Company’s common stock, vesting monthly over one year. Pursuant to our 2017 Equity Incentive Plan, the aggregate number of shares subject to awards granted to a non-employee director in any calendar year shall not exceed such number of shares with an aggregate grant date value of Seven Hundred Fifty Thousand Dollars ($750,000.00).

Fiscal Year 2020 Director Compensation Table

The following table sets forth information for the year ended April 30, 20172020 regarding the compensation awarded to, earned by or paid to our non-employee directors. Because SEC rules require us to disclose this information as of the end of our last fiscal year, and because we consummated the reverse acquisition transaction in November 2016, at which time our board composition changed, some of the individuals listedMr. Crockett is not included in the table below, wereas he is an employee and receives no longer serving our board at April 30, 2017.compensation for his service as a director. The compensation received by Mr. Crockett as an employee is shown in the “Executive Compensation—Summary Compensation Table” below.

EXECUTIVE OFFICERS

The following is biographical information for our current executive officers as of April 30, 2017.2020.

Executive Officers

T. Andrew Crockett, M.B.A., has served as a member of KalVista Limited’sour Board and as our Chief Executive Officer since June 2011November 2016 and becameas a memberdirector and CEO of our Board and our Chief Executive Officer as of November 2016wholly owned subsidiary, KalVista Pharmaceuticals Limited, since inception in connection with the reverse acquisition transaction.2011. From 2010 until November 2015, Mr. Crockett was the Chief Executive Officer and member of the board of directors of Vantia Ltd., where he served as Vice President of business developmentBusiness Development prior to his promotion. He continues to sit on the board of directors.directors of Vantia Ltd. Mr. Crockett has also held various senior management positions including Vice President of Business Development and Director of Clinical and Regulatory Affairs in biotech and specialty pharmaceutical companies in the United States and United Kingdom. Mr. Crockett received a B.A. from the University of Utah and M.B.A. from The Wharton School, University of Pennsylvania, with a major in finance.

Benjamin L. Palleiko was hired joined as acting Chief Financial Officer of KalVista Limited in August 2016 and was appointed as our Chief Financial Officer in November 20162016. Mr. Palleiko was appointed as our Chief Business Officer in connection with the reverse acquisition transaction.addition to his role as Chief Financial Officer in March 2019. Prior to joining us, Mr. Palleiko was a Managing Directorco-Founder and CEO of H.C. Wainwright & Co. LLC since January 2015. Mr. Palleiko also co-founded a private oncology drug development company, Cielo Therapeutics, Inc., in July 2012. Mr. Palleiko served as Chief Financial Officer of Nostrum Pharmaceuticals LLC, a specialty generic pharmaceuticals company, from January 2012 to December 2013.until June 2016. He previously was Senior Vice President and Chief Financial Officer of Ore Pharmaceutical Holdings Inc. and Penwest Pharmaceuticals Co. Earlier in his career Mr. Palleiko was an investment banker with the firms Robertson Stephens and SunTrust Robinson Humphrey.Bank. Mr. Palleiko holds a B.A. in Quantitative Economics from Tufts University and an M.B.A. in Finance and a M.A. in International Relations from the University of Chicago, and a B.A. in Quantitative Economics from Tufts University.Chicago. He served as a Naval Aviator in the U.S. Navy.

Edward P. Feener, Ph.D., is a scientific co-founder of KalVista and joined as our Chief Scientific Officer in November 2016. Previously, Dr. Feener was an Associate Professor of Medicine at Harvard Medical School and Senior Investigator in the Section on Vascular Cell Biology at Joslin Diabetes Center from July 1989 to October 2016. He has more than 27 years of research experience in vascular biology and diabetic complications. His laboratory identified novel mechanisms of action for the plasma kallikrein system, which are implicated in diabetic macular edema, vascular injury, and angioedema. Dr. Feener received his Ph.D. in Biochemistry from Boston University and completed postdoctoral training at the Joslin Diabetes Center and Harvard Medical School.

Andreas Maetzel, M.D., M.Sc., Ph.D., joined as our Senior Vice President of Medical in March 2017. Dr. Maetzel was most recently Vice President, Global Medical Affairs at BioCryst Pharmaceuticals from August 2014 to February 2017. Prior to that he was Vice President, Clinical Development & Regulatory Affairs at Cornerstone Therapeutics Inc from May 2013 to February 2014. From September 2011 to April 2013, Dr. Maetzel held a clinical development role at BioCryst. He previously held positions in health technology assessment strategy at Amgen and in strategy consulting. He is Visiting Scientist at the University Hospital Zurich and Charité Hospital Berlin, and maintains an appointment as Adjunct Professor at Institute for Health Policy, Management & Evaluation, University of Toronto. Dr. Maetzel obtained both a Ph.D. and an M.Sc. in Clinical Epidemiology from the University of Toronto and a Dr. Med. at the University of Hannover, Germany.

Edward P. Feener, Ph.D., is a scientific co-founder of KalVista and joined as our Chief Scientific Officer in November 2016. Previously, Dr. Feener was an Associate Professor of Medicine at Harvard Medical School and Senior Investigator in the Section on Vascular Cell Biology at Joslin Diabetes Center from July 1989 to October 2016. He has more than 27 years of research experience in vascular biology and diabetic complications. His laboratory identified novel mechanisms of action for the plasma kallikrein system, which are implicated in diabetic macular edema, vascular injury, and angioedema.

Christopher M. Yea, Ph.D., has served as the Chief Development Officer of KalVista Limited since November 2015 and became our Chief Development Officer as of November 2016 in connection with the reverse acquisition transaction.2016. Prior to joining us, he was the Chief Operating Officer at Vantia, Ltd. from its spin-out from Ferring Pharmaceuticals in 2008, until November 2015. Prior to the spin-out of Vantia, Dr. Yea led the Biology group and was responsible for transition of candidates into development at Ferring Pharmaceuticals. Following post-doctoral work he spent several years at Roussel-UCLAF and Hoechst Marion Roussel. Dr. Yea holds a B. Sc.B.Sc. and a Ph.D. in Biochemistry from the University of Bristol, UK.

Michael D. Smith, Pharm.D. served as the Vice President, Clinical Development of KalVista Limited since February 2016 and became our Vice President, Clinical Development as of November 2016, and was promoted to Senior Vice President, Development in May 2019. Prior to joining us, he was the Director, Scientific Affairs at PRA Health Sciences from July 2011 to February 2016. Prior to that, Dr. Smith worked as the Senior Manager, Clinical Development and Regulatory Affairs at ZARS Pharma. Dr. Smith also has served as an Adjunct Assistant Professor at the University of Utah since August 2014. Dr. Smith holds a B.Sc. from Brigham Young University and a Pharm.D. from the University of Utah.

EXECUTIVE COMPENSATIONCOMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers, or “NEOs.NEOs.” As an “emerging growth company”a “smaller reporting company” as defined in the JOBS Act,Item 10(f)(1) of Regulation S-K, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growthsmaller reporting companies, and this executive compensation disclosure is not intended to meet the “Compensation Discussion and Analysis” disclosure required for larger reporting companies.

We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.

Pursuant to SEC regulations, our NEOs are our Chief Executive Officer, and the two other highest paid executives as well as former executives of Carbylan prior to the completion of the reverse acquisition, who were the former Chief Executive Officer, and two additional people who would have been NEOs but for the fact that they were not executive officers as of the end of the year.executives. Our NEOs for the fiscal year ended April 30, 20172020 were as follows:

Our compensation committee, which is solely comprised of independent members of our board of directors, review and determineis primarily responsible for setting the compensation of our named executive officers. Our compensation committee retains, and does not delegate, any of its responsibility to determine our executive officers’ compensation. In carrying out its responsibility to set executive officer compensation for fiscal year 2020, our compensation committee considered input from our Chief Executive Officer and the committee’s independent compensation consultant, Radford, an Aon company. In addition, our compensation committee acts on behalf of the board of directors to oversee the compensation policies and practices applicable to all our employees, including the administration of our equity plans.

AgreementsFor fiscal year 2020, our compensation committee engaged Radford to provide an analysis of executive pay, including both cash and equity compensation. The compensation committee analyzed competitive market data on executive compensation levels and practices. This data is drawn from a select group of peer companies, as well as compensation survey data. Our compensation committee, with the assistance of Radford, developed the group of peer companies to be used a reference for market positions and assessing competitive market compensation practices when making decisions for fiscal year 2020 compensation. Rather than applying a specific formula or targeting a specific percentile, the compensation committee referenced this market data to set a range of compensation as one input into its determination.

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to and earned by our NEOs during the years ended April 30, 2018, 2019 and 2020, as applicable.

Salary

Base salaries serve to provide fixed cash compensation to our executive officers for performing their ongoing responsibilities. Base salaries for our executive officers are approved upon joining us by the compensation committee, and then reviewed and adjusted, as appropriate, by the compensation committee on an annual basis, in consultation with Radford and based on consideration of the factors discussed above.

In May 2019, the compensation committee approved increased base salaries for fiscal year 2020. Accordingly, as of April 30, 2020, the base salaries of our named executive officers were as follows: Mr. Crockett, $556,120, Mr. Palleiko, $435,000 and Dr. Yea, $420,000.

In June 2020, the compensation committee discussed and determined that, in light of the COVID-19 pandemic and its impact on our current business and the overall market, the compensation committee would postpone its evaluation of cash bonus payments for the named executive officers for fiscal year 2020 and the base salaries of the named executive officers for fiscal year 2021 until later in fiscal year 2021.

Annual Performance-Based Cash Incentives

Each of our named executive officers is eligible to receive an annual discretionary cash bonus. The target annual bonus opportunity of each of the named executive officers is equal to a percentage of his base salary. The performance objectives for our executive officers do not have specific financial or corporate targets associated with them, and our compensation committee has discretion to determine the bonus amounts for each fiscal year based on its assessment of company and individual performance. This discretionary approach allows for flexibility and innovation in the rapidly evolving market, which aligns with the key elements of our compensation philosophy.

As discussed above, the compensation committee has postponed its evaluation of cash bonus payments for the named executive officers for fiscal year 2020 until later in fiscal year 2021.

Equity Awards

A significant portion of executive pay is delivered as long-term incentives, or equity awards, which are designed to align executive officers’ interests with stockholder interests, promote retention through the reward of long-term company performance, incentivize high performance and encourage ownership in our company. Each of our named executive officers currently holds outstanding equity awards, as set forth in the “—Outstanding Equity Awards at 2020 Fiscal Year-End” table below.

We have historically used equity awards in the form of stock options, vesting over time, performance-based stock options (“PSOs”) and performance-based restricted stock units (“PSUs”), with the vesting of the PSOs and PSUs subject to both a time-based requirement and a performance achievement requirement, to further incentivize our executives to drive long-term

growth and promote alignment of our stockholders’ interests with the financial interests of our executives. Our PSOs and PSUs are subject to the achievement of various corporate goals, including certain product and research and development metrics.

The compensation committee determines the size of equity grants by considering the executive officer’s position and market data of our peer group companies as provided by Radford. The compensation committee has the discretion to give relative weight to each of these factors as it sets the size of the equity grant to appropriately create an opportunity for reward based on increasing stockholder value.

Outstanding Equity Awards at 2020 Fiscal Year-End Table

The following table sets forth specified information concerning outstanding equity awards for each of the NEOs as of April 30, 2020.

Employment Arrangements with our Named Executive Officers

Below are descriptions of the material terms of the employment agreements withWe, or if applicable, our named executive officers.

Wesubsidiary KalVista Pharmaceuticals Limited, have entered into executive employment agreements, amended from time to time, with each of our NEOs, that providewhich were most recently amended in June 2019. Each of these agreements provides for at-will employment and include each NEO’s base salary, subject to periodic review. Under the employment agreement, the executive is also eligible to earn a discretionary annual incentive bonus opportunitybased on criteria and standard employee benefit plan participation. These agreementsterms and conditions as may be established by our Board or our compensation committee in its discretion, as applicable. Under the employment agreement, the executive is also provide for severanceeligible to receive certain payments and benefits upon certain terminationsa qualifying termination of employment or a change in control of our company.employment. See “—Potential Payments Upon Termination or Change of Control” below for additional details about these agreements.information.

Retirement Benefits

We do not maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans that cover our named executive officers. OurNEOs. For US employees, our 401(k) plan permits eligible employees to defer their annual eligible compensation subject to certain limitations imposed by the Internal Revenue Service. We match up to 4% of employee contributions to our 401(k) plan. Our UK employees participate in the UK national pension scheme, which requires us to make contributions of a fixed percentage of employee compensation.

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Potential Payments Upon Termination or Change in Control

Each of our NEOs is party to an individual agreement that provides for certain severance benefits as described below.below:

Mr. Crockett Mr. Palleiko and Mr. Maetzel—- Termination of Employment Apart from a Change in Control and in Connection with a Change in Control.Control. Pursuant to the terms of Mr. Crockett’s Mr. Palleiko’s and Mr. Maetzel’s employment agreements,agreement, if the executive’shis employment is terminated either by us without “cause” or by the executiveMr. Crockett for “good reason” (as such terms are defined in the executive’sMr. Crockett’s employment agreement), the executiveMr. Crockett will be entitled to (1) a lump sum payment equal to 15 months of his respective base salary for Mr. Crockett, nine months of his respective base salary for Mr. Palleiko and six months of his respective base salary for Mr. Maetzel and (2) reimbursement for continuation coverage under COBRA for 15 months for Mr. Crockett, nine months for Mr. Palleiko and six months for Mr. Maetzel.months. If within two years immediately following the consummation of a “change in control” (as such term is defined in the executive’sMr. Crockett’s employment agreement), Mr. Crockett’s Mr. Palleiko’s or Mr. Maetzel’s employment is terminated either by us without cause“cause” or by the executiveMr. Crockett for good reason, the executive“good reason” (as such terms are defined in Mr. Crockett’s employment agreement), Mr. Crockett will be entitled to (1) a lump sum cash payment equal to 21 months of his respective base salary, for Mr. Crockett, 15 months of his respective base salary for Mr. Palleiko and twelve months of his respective base salary for Mr. Maetzel, (2) a lump sum payment equal to theirhis full target bonus for the fiscal year in which such termination of employment occurs, for Mr. Crockett and Mr. Palleiko, (3) reimbursement for continuation coverage under COBRA for 21 months for Mr. Crockett (with months 19-21 consisting of a taxable lump sum cash bonus), 15 months for Mr. Palleiko and twelve months for Mr. Maetzel and (4) full vesting and exercisability (to the extent applicable) of all outstanding unvested equity-based awards (with performance metrics applicable to PSOs deemed achieved in full).

Mr. Palleiko - Termination of Employment Apart from a Change in Control and in Connection with a Change in Control. Pursuant to the terms of Mr. Palleiko’s employment agreement, if Mr. Palleiko’s employment is terminated either by us without “cause” or by him for “good reason” (as such terms are defined in Mr. Palleiko’s employment agreement), Mr. Palleiko will be entitled to (1) a lump sum payment equal to 12 months of his base salary and (2) reimbursement for continuation coverage under COBRA for 12 months. If within two years immediately following the consummation of a “change in control” (as such term is defined in Mr. Palleiko’s employment agreement), Mr. Palleiko’s employment is terminated either by us without “cause” or by Mr. Palleiko for “good reason” (as such terms are defined in Mr. Palleiko’s employment agreement), Mr. Palleiko will be entitled to (1) a lump sum cash payment equal to 15 months of his base salary, (2) a lump sum payment equal to his full target bonus for the fiscal year in which such termination of employment occurs, (3) reimbursement for continuation coverage under COBRA for 15 months and (4) full vesting and exercisability (to the extent applicable) of all outstanding unvested equity-based awards (with performance metrics applicable to PSOs deemed achieved in full).

Dr. Yea - Termination of Employment Apart from a Change in Control and in Connection with a Change in Control. Pursuant to the terms of Dr. Yea’s employment agreement and his related equity letter agreement, if Dr. Yea’s employment is terminated by us other than for certain “cause-type” reasons, including, but not limited to, any act that would warrant summary termination under local common law, Dr. Yea will be entitled to (1) a lump sum payment equal to 12 months of his base salary and (2) continuation of medical and life insurance and pension contributions for 12 months. If within two years immediately following the consummation of a “change in control” (as such term is defined in Dr. Yea’s employment agreement), Dr. Yea’s employment is terminated by us other than for certain “cause-type” reasons, including, but not limited to, any act that would warrant summary termination under local common law, Dr. Yea will be entitled to (1) a lump sum cash

payment equal to 12 months of his base salary, (2) a lump sum payment equal to his full target bonus for the fiscal year in which such termination of employment occurs, (3) continuation of medical and life insurance and pension contributions for 12 months and (4) full vesting and exercisability (to the extent applicable) of all outstanding unvested equity-based awards (with performance metrics applicable to PSOs deemed achieved in full). Cash severance payable to Dr. Yea’s will be subject to reduction for payments made by the Company in lieu of providing notice for termination of employment.

Mr. Crockett, Mr. Palleiko and Mr. Maetzel.

Mr. Crockett, Mr. Palleiko and Mr. Maetzel—Dr. Yea - Severance Subject to Release of Claims and Restrictive Covenants.Covenants. Our obligation to provide our Chief Executive Officer and Chief Financial Officer and Senior Vice President Medical with any severance payments or other benefits under histheir respective employment agreement is conditioned on the executive signing and not revoking a separation agreement and effective release of claims in our favor. Mr. Crockett Mr. Palleiko and Mr. MaetzelPalleiko also entered into an Employee Confidentiality, Invention Assignment and Non-Compete Agreement, thatand the equivalent terms were included in Dr. Yea’s service contract, which prohibits each of them from competing with us and soliciting our employees or other third parties that have a relationship with us for one year, or six months, in the case of Dr. Yea, following their termination of employment for any reason.

Mr. RenziRule 10b5-1 Sales Plans

Certain of our directors and Ms. Maroney—Severance Agreements.executive officers have adopted written plans, known as Rule In connection with the completion of the reverse acquisition transaction, and10b5-1 plans, in connectionwhich they have contracted with a releasebroker to buy or sell shares of claims, Mr. Renziour common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend or terminate the plan in specified circumstances.

Say-on-Pay Vote and Ms. Maroney each entered into a severance agreement withSay-on-Pay Frequency Vote

As we are no longer considered an “emerging growth company” as defined under the following terms (1) continued payment of the executive’s base salary for a period of 12 months (for Mr. Renzi) or six months (for Ms. Maroney) following such termination of employment, (2) payment of the executive’s COBRA premiums until the earliest of 12 months (for Mr. Renzi) or six months (for Ms. Maroney) following such termination of employment, the date on which he or she becomes eligible for group health insurance coverage through a new employer, or the date he or she ceases to be eligible for COBRA continuation coverage for any reason, and (3) accelerated vesting as to all of his or her outstanding stock options following such termination of employment. In the event of Ms. Maroney’s death during the six-month severance period, the remainder of the severance benefits set forth aboveJOBS Act, we will be paid to her estate. In addition, Ms. Maroney received a pro-rated bonus payment for the year in which her employment terminates, with such bonus amount to be based upon the achievement of the bonus objectives prior to such termination of employment.holding our first non-binding

Mr. McKune—Termination of Employment in Connection with a Change in Control. In connection with the completion of the reverse acquisition transaction, and in connection with a release of claims, Mr. McKune entered into a severance agreement with the following terms (1) continued payment of his base salary for a period of six months, (2) payment of Mr. McKune’s COBRA premiums until the earliest of six months following such termination of employment, the date stockholder advisory vote on which he becomes eligible for group health insurance coverage through a new employer or the date he ceases to be eligible for COBRA continuation coverage for any reason, (3) all equity awards held by Mr. McKune vested in full, and (4) Mr. McKune received a pro-rated bonus payment for the year in which his employment terminates, with such bonus amount to be based upon the achievement of the bonus objectives prior to such termination or resignation of employment.

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2017 Summary Compensation Table

The following table shows information regarding the compensation of our NEOs for services performednamed executive officers (a “Say-on-Pay” vote) at the Annual Meeting. In addition, we will be holding a non-binding stockholder advisory vote enabling our stockholders to indicate how frequently they believe we should seek a “Say-on-Pay” vote in the year ended April 30, 2017,future (a “Say-on-Pay Frequency” vote). We value the four months ended April 30, 2016,opinions of our stockholders and the year ended December 31, 2015.