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.    )

May 24, 2019April 7, 2021

To Our Stockholders:

You are cordially invited to attend the 20192021 annual meeting of stockholders of Spring Bank Pharmaceuticals,F-star Therapeutics, Inc. to be held at 8:309:00 a.m. ESTEastern Time on Wednesday, July 10, 2019 at our offices located at 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748.Friday, June 4, 2021. As a result of public health and travel guidance due to COVID-19, this year’s annual meeting will be conducted solely via live audio webcast on the internet. You will be able to attend the virtual annual meeting, vote and submit your questions during the annual meeting by visiting www.meetingcenter.io/201675399, password FSTX2021. You will not be able to attend the annual meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about Spring Bank PharmaceuticalsF-star Therapeutics, Inc. that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, two (2) persons will be elected to our Board of Directors. In addition, we will ask stockholders to approve and to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.2021. The Board of Directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to allmost of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about May 28, 2019,April 20, 2021, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 20192021 annual meeting of stockholders and our 20182020 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone and how to access the virtual annual meeting and includes instructions on how to receive a paper copy of the proxy materials by mail.

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

Thank you for your continued support of Spring Bank Pharmaceuticals. We look forward to seeing you at the annual meeting.F-star Therapeutics, Inc.

SPRING BANK PHARMACEUTICALS, INC.

F-STAR THERAPEUTICS, INC.

Hopkinton, Massachusetts 01748Eddeva B920, Babraham Research Campus

(508) 473-5993Cambridge, CB22 3AT, United Kingdom

May 24, 2019+44-1223-497400

April 7, 2021

NOTICE OF 20192021 ANNUAL MEETING OF STOCKHOLDERS

TIME: 8:309:00 a.m. Eastern Time

DATE: Wednesday, July 10, 2019Friday, June 4, 2021

PLACE: 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748ACCESS: This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting www.meetingcenter.io/201675399, password FSTX2021, and entering the 15-digit control number included in the Notice of Internet Availability or proxy card that you receive. For further information about the virtual annual meeting, please see the Questions and Answers about the Meeting beginning on page 2.

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of Spring Bank Pharmaceuticals,F-star Therapeutics, Inc. common stock at the close of business on May 20, 2019.April 5, 2021.

If you are a stockholder of record, you may vote in one of the following ways:

By mail to:

Computershare

F-star Therapeutics, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

A list of stockholders of record will be available at the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 35 Parkwood Drive, Hopkinton, Massachusetts 01748.

by sending a written request to: Attention: Corporate Secretary, Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, Cambridge, United Kingdom. All stockholders are cordially invited to attend the virtual annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.

TABLE OF CONTENTS

SPRING BANK PHARMACEUTICALS,F-STAR THERAPEUTICS, INC.

35 Parkwood Drive, Suite 210Eddeva B920, Babraham Research Campus

Hopkinton, Massachusetts 01748Cambridge, CB22 3AT, United Kingdom

(508) 473-5993+44-1223-497400

PROXY STATEMENT FOR SPRING BANK PHARMACEUTICALS,F-STAR THERAPEUTICS, INC.

20192021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 10, 2019JUNE 4, 2021

This proxy statement, along with the accompanying notice of 20192021 annual meeting of stockholders, contains information about the 20192021 annual meeting of stockholders of Spring Bank Pharmaceuticals,F-star Therapeutics, including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 8:309:00 a.m. localEastern time, on Wednesday, July 10, 2019, at our corporate offices located at 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748.Friday, June 4, 2021. This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting www.meetingcenter.io/201675399, password FSTX2021, and entering the 15-digit control number included in the Notice of Internet Availability or proxy card that you receive.

In this proxy statement, we refer to Spring Bank Pharmaceuticals,F-star Therapeutics, Inc. as “Spring Bank,“F-star,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors, or our Board, for use at the annual meeting.

On or about May 28, 2019,April 20, 2021, we willintend to commence sending the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2021 annual meeting of stockholders and our 2020 annual report to stockholders to all stockholders entitled to vote at the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JULY 10, 2019FRIDAY, JUNE 4, 2021

This proxy statement, the Notice of Annual Meeting of Stockholders, our form of proxy card and our 20182020 annual report to stockholders are available for viewing, printing and downloading at https://springbankpharm.gcs-web.com/financial-information/annual-reports. www.envisionreports.com/FSTX. To view these materials please have your 15-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 20182020 on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “Financial Information –— SEC Filings” section of the “Investors & Media” section of our website at www.springbankpharm.com.www.f-star.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by following the instructions included on the Important Notice Regarding the Availability of Proxy Materials or by sending a written request to: Attention: Corporate Secretary, 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748.Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom. Exhibits will be provided upon written request and payment of an appropriate processing fee.

IMPORTANT INFORMATION ABOUT THETHE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board of Directors of Spring BankF-star is soliciting your proxy to vote at the 20192021 annual meeting of stockholders to be held virtually on Friday, June 4, 2021 at 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748, on Wednesday, July 10, 2019 at 8:309:00 a.m. Eastern Time and any adjournments of the meeting, which we refer to as the annual meeting. The proxy statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

This year, our Annual Meeting will be held in a virtual meeting format only. To attend the virtual Annual Meeting, go to www.meetingcenter.io/201675399, password FSTX2021, shortly before the meeting time, and follow the instructions for downloading the Webcast. You need not attend the annual meeting in order to vote.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 because you owned shares of Spring BankF-star common stock on the record date. We intend to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, the proxy materials to stockholders on or about May 28, 2019.April 20, 2021.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your F-star Therapeutics, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 1, 2021.

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

Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your legal proxy, to

  legalproxy@computershare.com.

By mail:

Computershare

F-star Therapeutics, Inc., Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Why is the Company Holding a Virtual Annual Meeting?

Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees and stockholders, we are relying on the latest technology to host a virtual meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. Stockholders will be able to attend the meeting online and submit questions by visiting www.meetingcenter.io/201675399, password FSTX2021. Stockholders will also be able to vote their shares electronically during the meeting.

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

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you

encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the meeting log-in page.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials, how to access the virtual meeting, and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

Who Can Vote?

Only stockholders who owned our common stock at the close of business on May 20, 2019April 5, 2021 are entitled to vote at the annual meeting. On this record date, there were 16,443,1329,100,320 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.

You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

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

How Do I Vote?

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

If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, set of Spring Bank’sF-star’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Spring BankF-star stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

What are the implications of being an “emerging growth company” and a “smaller reporting company”?

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company,such, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering; the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We will remain a smaller reporting company as long as our public float is less than $700 million and we have less than $100 million in annual revenues.

5What was the “Transaction”?

On November 20, 2020, F-star Therapeutics, Inc., formerly known as Spring Bank Pharmaceuticals, Inc. (“Spring Bank”), completed its business combination (the “Transaction”) with F-star Therapeutics Limited (“F-star”) in accordance with the terms of the Share Exchange Agreement, dated as of July 29, 2020 (the “Exchange Agreement”), by and among F-star Therapeutics, Inc., F-star and the holders of issued shares in the capital stock of F-star and the holders of convertible notes of F-star each as set forth therein. Pursuant to the Exchange Agreement, each ordinary share of F-star outstanding immediately prior to the closing of the Transaction (the “Closing”) was exchanged for such number of duly authorized, validly issued, fully paid and non-assessable shares of F-star Therapeutics, Inc. common stock as was equal to the exchange ratio formula determined pursuant to the Exchange Agreement (the “Exchange Ratio”), rounded to the nearest whole share of F-star Therapeutics, Inc. common stock. Also on November 20, 2020, in connection with, and prior to completion of, the Transaction, Spring Bank effected a 1-for-4 reverse stock split of its common stock (the “Reverse Stock Split”). Unless otherwise noted, all references to share amounts in this Proxy Statement reflect the Reverse Stock Split.

SECURITY OWNERSHIP OF CERTAIN BENEFICIALBENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of May 20, 2019March 31, 2021 for (a) the executive officers named in the Summary Compensation Table contained elsewhere in this proxy statement, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of May 20, 2019March 31, 2021 pursuant to the exercise of options, warrants or warrantsconvertible notes to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 16,443,1329,100,320 shares of common stock outstanding on May 20, 2019.March 31, 2021.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Spring Bank Pharmaceuticals,F-star Therapeutics, Inc., 35 Parkwood Drive, Suite 210, Hopkinton, MA 01748.Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom. Beneficial ownership representing less than one percent of our outstanding common stock is denoted with an “*.”

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To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations regarding the filing of required reports, we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and greater-than-ten-percent beneficial owners with respect to the year ended December 31, 2018 were met.

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MANAGEMENT AND CORPORATECORPORATE GOVERNANCE

The Board of Directors

Our amended and restated bylaws provide that our business is to be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our Board of Directors currently consists of seven (7)eight (8) members, classified into three classes as follows: (1) R.P. “Kris” Iyer,Pamela Klein, M.D., Geoffrey Race and Patrick Krol constitute a class with a term ending at the 2022 annual meeting; (2) Eliot Forster, Ph.D., David Arkowitz and Timothy Clackson,Nessan Bermingham, Ph.D. constitute a class with a term ending at the 2019 annual meeting, (2) David Arkowitz and Kurt M. Eichler constitute a class with a term ending at the 20202023 annual meeting; and (3) Todd Brady, M.D., Ph.D. and Edward Benz, Jr., Martin Driscoll and Scott SmithM.D., constitute a class with a term ending at the 2021 annual meeting.

Dr. Iyer will continue to serve as a director through the end of his term, which concludes at the 2019 annual meeting and when his successor has been elected and qualified. Dr. Iyer will also continue to serve as our Chief Scientific Officer and ex officio member of our Science and Technology Committee following the 2019 annual meeting. On May 23, 2019,March 9, 2021, our Board of Directors accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Timothy Clackson,Todd Brady, M.D., Ph.D. and Pamela Klein,Edward Benz, Jr., M.D. for election as Class I directors at the annual meeting for a term of three years to serve until the 20222024 annual meeting of stockholders, and until their respective successors have been elected and qualified.

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

In selecting Board members, our Board may consider many factors, such as personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; experience as a Board member or executive officer of another publicly held company; diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members; and diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience.

Set forth below are the names and ages (as of May 20, 2019)April 5, 2021) of the persons nominated as directors and directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. In addition to the detailed information presented below for each of our directors, we also believe that each of our directors is qualified to serve on our Board and has the integrity, business acumen, knowledge and industry experience, diligence, freedom from conflicts of interest and the ability to act in the interests of our stockholders. There are no familial relationships among any of our directors, nominees for director or executive officers. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

company he co-founded in 2013 through the merger of Cyrenaic Inc. and Sonkei Inc. which was subsequently listed on Nasdaq in 2014. He previously served as Chief Executive Officer of Funxional Therapeutics Ltd. He also served as Chief Financial Officer at PanGenetics B.V. between 2006 and 2010. Mr. Race is a director of Sensyne Health plc, and is a founder and Chairman of Huq Industries Limited. He is a Fellow of the Chartered Institute of Management Accountants and earned his MBA from Durham University Business School. We believe that Mr. Race’s experience as a financial executive in the life sciences industry qualifies him to serve on the Board of Directors.

Patrick Krol Mr. Krolhas served on F-star’s Board of Directors since May 2019 and served on the board of directors of F-star Alpha, F-star Beta and F-star Delta from their respective incorporation dates to May 2019. Mr. Krol also served as a member of the supervisory board of F-star GmbH until May 2019. Mr. Krol joined venture capital fund Aescap Venture in 2005 and has served as a Managing Director since 2011. In 2016, Mr. Krol founded Aescap Life Sciences, a biotech fund investing in public biotechnology companies, for which he acts as Portfolio Manager. From 1995 until 2004, Mr. Krol was the founder and Managing Director of Firm United Healthcare. Mr. Krol currently serves on the board of directors of a number of private companies and is a director at Shire International Licensing BV, a subsidiary of Takeda Pharmaceuticals Company, Ltd, since 2004. Mr. Krol received an M.B.A. in Executive Management and Consultancy from Lemniscaat Management School, a M.Sc. from Business School Netherlands and a B.A. from Hogeschool Utrecht. We believe that Mr. Krol’s experience with healthcare ventures, as well as his experience serving as a director of other life sciences companies, qualifies him to serve on the Board of Directors.

Class II Directors

David Arkowitz has been became a member of the Spring Bank Board of Directors in January 2014 and joined our Board of Directors since January 2014.upon closing of the Transaction in November 2020. Since May 2018, Mr. Arkowitz has served as the Chief Financial Officer and Treasurer of Flexion Therapeutics, Inc., a biotechnology company. Prior to that, Mr. Arkowitz served as Chief Operating Officer and Chief Financial Officer of Visterra, Inc., which was acquired by Otsuka Pharmaceutical Co., Ltd., a biotechnology company, from September 2013 to May 2018. Prior to joining Visterra, he served as Chief Financial Officer and General Manager at Mascoma Corporation, which was acquired by Lallemand, Inc., a bioconversion company, from 2011 to 2013. From 2007 to 2011, Mr. Arkowitz was Executive Vice President, Chief Financial Officer and Chief Business Officer of AMAG Pharmaceuticals, a specialty pharmaceutical company. Prior to his tenure at AMAG, he served as Chief Financial Officer and Treasurer of Idenix Pharmaceuticals, Inc., a biopharmaceutical company, which was acquired by Merck & Co., a biopharmaceutical company. Earlier in his career, he spent more than thirteen years at Merck & Co. including as Vice President and Controller of the U.S. Human Health division and as Controller of the Global Research and Development division. Mr. Arkowitz currently serves on the board of directors of ProteostasisYumanity Therapeutics, Inc., a publicly traded biotechnology company, and previously served on the board of directors of Aegerion Pharmaceuticals, Inc., also a publicly traded biotechnology company. (NASDAQ:YMTX). Mr. Arkowitz has a BA in Mathematics from Brandeis University and an MBA in Finance from Columbia University Business School. We believe that Mr. Arkowitz is qualified to serve on our Board of Directors because he brings more than 2030 years of finance and operations leadership experience in the healthcare, life sciences and biotechnology industries.

Kurt M. EichlerEliot Forster, Ph.D.has beenserved as F-star’s Chief Executive Officer since October 2018 and as a member of ourF-star’s Board of Directors since JulyMay 2019. Dr. Forster also serves on the boards of directors of F-star Alpha, F-star Beta, F-star Biotechnology, F-star Delta and F-star Therapeutics LLC, in each case from October 2018, and is the sole managing director for F-star GmbH since May 2019. From January 2015 to February 2018, Dr. Forster served as Chief Executive Officer of Immunocore Limited. Prior to that, he served as Chief Executive Officer of Creabilis S.A. (which was subsequently acquired by Sienna Biopharmaceuticals, Inc.) from May 2010 to January 2015. From May 2007 to May 2010, Dr. Forster served as Chief Executive Officer of Solace Pharmaceuticals Inc. Dr. Forster also served as Head of Development and Operations for the European Union and Asia at Pfizer Inc. from 1996 to 2007. Since June 2018, Dr. Forster has served as non-executive chairman of Avacta Group plc, which is publicly traded on the London Stock Exchange. Since September 2020, Dr Forster has served as non-executive director of Immatics NV (NASDAQ IMTX). Dr. Forster is an Honorary Visiting

Professor of Molecular and Clinical Cancer Medicine at the University of Liverpool, an honorary professor at the University of Pavia (Italy) and a board member of the Office for Strategic Coordination of Health Research and the National Genomics Board. He holds a Ph.D. from University of Liverpool, an M.B.A. from Henley Management College, and a B.Sc. with honors from University of Liverpool. We believe that Dr. Forster is qualified to serve on the Board of Directors due to his retirement from LCOR, Inc., a private real estate investmentbusiness and development company specializing in complex urban development, in October 2013, Mr. Eichlertechnical expertise, along with his strategic insight into F-star’s business as its current Chief Executive Officer.

Nessan Bermingham, Ph.D. Dr. Bermingham has been self-employed in several real estate related investment and development ventures. Mr. Eichler worked in several management and executive capacities at LCOR from 1982 through his retirement in 2013, after servingserved as a Principal most recentlymember of F-star’s Board of Directors and as Executive Vice President and Principal. From 1979 to 1982, Mr. Eichler worked at Merrill Lynch Hubbard Inc. in the Real Estate Debt and Equity Finance Group. Mr. Eichlerits chairman since May 2019. Dr. Bermingham previously served on the board of directors of two public companies, Dara Biosciences, Inc.F-star Alpha, F-star Beta and MiMedx Group, Inc. Mr. Eichler holds a BS in Business AdministrationF-star Delta from the University of Wyoming. We believe that Mr. Eichler is qualifiedApril 2018 to serve on our Board of Directors because he brings decades of business, operational and board of director experience, including 31 years at LCOR and service on the board of several biotechnology start-up companies.

Class III Directors

Todd Brady, M.D., Ph.D., has beenMay 2019. Dr. Bermingham also served as a member of our Boardthe supervisory board of Directors since July 2016. HeF-star GmbH until May 2019. Dr. Bermingham currently serves as President, Chief Executive Officer President, and Directordirector of AldeyraTriplet Therapeutics Inc., a publicly traded biotechnology company focused on the development of novel drugs for the treatment of immune-mediated diseases.since November 2018. From May 2014 to December 2017, Dr. Brady was appointedBermingham served as co-founder, President and Chief Executive Officer of

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Aldeyra Intellia Therapeutics, inInc. Prior to Intellia, from 2002 to 2007 and 2012 having beento 2014 Dr. Bermingham held various positions at Atlas Ventures including a member of the board of directors since 2005.Atlas Venture Investment Team from 2002 to 2007. Dr. Brady also served as Entrepreneur in Residence at Domain Associates, LLC, a healthcare venture capital firm, where he was a Principal from 2004 to 2013. Dr. Brady alsoBermingham currently serves onas the boardexecutive chairman of directors of Evoke Pharma,Korro Bio, Inc., a publicly traded specialty pharmaceutical company, and has previously served on the board of directors of Oncobiologics, Inc. and numerous privately traded biotechnology companies. Dr. Brady holdsBermingham received a Ph.D. in pathologyMolecular Biology from DukeImperial College London and received a B.S. from Queen’s University Graduate School, a M.D. from Duke University Medical School, and an A.B. in Philosophy and Psychology from Dartmouth College.Belfast. We believe that Dr. Brady is qualified to serve on our Board of Directors because of his board of directors’Bermingham’s experience at other biotechnology companies,in the life sciences industry, as well as his leadership experience in healthcare operations, investing, and research, including his specific experience as president and chief executive officer of Aldeyra Therapeutics, Inc.

Martin Driscoll has been our President, Chief Executive Officer and Director since August 2015. In September 2015, Mr. Driscoll was appointed Chairman of our Board of Directors, a position he held until Mr. Smith’s appointmentscientific background, qualifies him to that position on January 1, 2019. From October 2010 until July 2015, he served as CEO of Asmacure Ltée, a venture-backed clinical-stage biopharmaceutical company, which was acquired by a privately held Canadian life sciences company in July 2015. Prior to Asmacure, from 2008 until 2010, Mr. Driscoll was the Chief Executive Officer and a director of Javelin Pharmaceuticals, Inc., a publicly traded developer of acute care pain products that was acquired in 2010 by Hospira, Inc. Prior to that, he served in various senior management roles at Schering-Plough Corporation, ViroPharma, Inc. and Reliant Pharmaceuticals, Inc. In 2007, Mr. Driscoll co-founded Pear Tree Pharmaceuticals, Inc., a privately held developer of women’s healthcare products. Mr. Driscoll does not currently serve on the board of directors of any publicly traded company, but he previously served on the board of directors of Javelin Pharmaceuticals, Inc., Genta, Inc. and MetaStat, Inc., all of which are or were publicly traded biotechnology companies. Mr. Driscoll holds a B.Sc. in communications from the University of Texas at Austin. We believe that Mr. Driscoll is qualified to serve on our Board of Directors because of his service as our President and Chief Executive Officer and his experience in the biotechnology industry.

Scott Smith has been a member of our Board of Directors since August 2018 and was appointed as chairman of our Board of Directors effective January 1, 2019. Mr. Smith is currently the President of Bioalta, LLC, a privately held biotechnology company. Mr. Smith previously served as president and chief operating officer at Celgene Corporation from April 2017 to April 2018. From 2010 through April 2017, Mr. Smith served as an executive vice president and president of Inflammation & Immunology at Celgene. Prior to joining Celgene in 2008, Mr. Smith was a vice president & general manager and head of strategic marketing and business analysis at Biovail Pharmaceuticals, Inc. Mr. Smith currently serves on the board of directors of Titan Pharmaceuticals, a publicly traded biotechnology company, and other privately traded biotechnology companies. He received his B.S. degree in Chemistry and Biology and his Honors B.S. degree in Toxicology and Pharmacology from the University of Western Ontario and his Master’s degree in International Management from the American Graduate School of International Management in Glendale, AZ. We believe that Mr. Smith is qualified to serve on our Board of Directors because of his career involving the development of successful biopharmaceutical franchises and his biotechnology expertise drawn from his experiences at Celgene.

Directors Not Continuing Service as Members of the Board of Directors:

R. P. “Kris” Iyer, Ph.D. is one of our founders and has been our Chief Scientific Officer and a member of our Board of Directors since our inception in 2002. Dr. Iyer was co-founder and VP of Discovery at Origenix Technologies, Inc., a clinical-stage biotech company, from 1998 to 2002. From 1993 to 1998, Dr. Iyer was a Senior Scientist and Associate Director of the Discovery Group at Hybridon, Inc. (now known as Idera Pharmaceuticals, Inc.). Previously, Dr. Iyer was a Professor of Medicinal Chemistry at the University of Bombay, a Visiting Scientist at the University of Texas, M. D. Anderson Cancer Center and a Visiting Scientist at the Center for Biologics Evaluation and Research at FDA/NIH. Dr. Iyer received his BS, with honors, in chemistry and physics, his BS degrees in the Technology of Pharmaceuticals and Fine Chemicals and his MS in Medicinal and Pharmaceutical Chemistry from the University of Bombay. He received a Ph.D. degree in Pharmaceutical Sciences from the University of the Pacific in Stockton, California and carried out postdoctoral work at the Oak Ridge National Laboratory and at Johns Hopkins University. We believe that Dr. Iyer is qualified to serve on our Board of Directors because of his decades of experience in biotechnology and research.Directors.

Director Independence

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

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or

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indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. In order to be considered independent for purposes of Rule 10C-1, a board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our Board of Directors has reviewed the composition of our Board of Directors and its committees and the independence of each director and director nominee.director. Based upon information requested from and provided by each director and director nominee concerning her or his background, employment and affiliations, including family relationships, and the materiality of any relationship that each of our directors has with F-star, our Board of Directors has determined that each of our directors, and our director nominee, with the exception of Martin Driscoll and R.P. “Kris” Iyer,Dr. Forster, our Chief Executive Officer, is an “independent director” as defined under Rule 5606(a)5605(a)(2) of the Nasdaq Listing Rules. Thus, our Board of Directors has determined that each of David Arkowitz, Todd Brady, MD., Ph.D., Pamela Klein, M.D., Nessan Bermingham, Ph.D., Edward Benz, Jr., M.D., Patrick Krol and Geoffrey Race are each independent. Our Board of Directors determined that David

Arkowitz, ToddDr. Brady M.D., Ph.D., Timothy Clackson, Ph.D., Kurt M. Eichler and Scott SmithGeoffrey Race, who comprise our Audit Committee, and Dr. Bermingham, David Arkowitz, and Geoffrey Race who comprise our Compensation Committee, satisfy the applicable independence standards for such committees established by the SEC and the Nasdaq Listing Rules.  Our Board of Directors also determined that the director nominee, Pamela Klein, M.D., satisfies the applicable independence standards established by the SEC and the Nasdaq Listing Rules.Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee director and director nominee has with our companyCompany and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director and director nominee. director.

Board of Directors, Committees and Meetings

During the fiscal year ended December 31, 2018,2020 there were sixten meetings of our Board of Directors. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during the year ended December 31, 2018. 2020. The non-employee directors met in executive session during each of the regularly scheduled Board of Directors meetings during the year ended December 31, 2020.

Continuing directors and nominees for election as directors are strongly encouraged to attend each annual meeting of stockholders. SixAll of our directors that were then serving on our Board of Directors attended our annual meeting of stockholders held in 2018.2020.

We have established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee and a Science and Technology Committee. Each of these committees operates under a charter that has been approved by our Board of Directors and satisfies any applicable rules and regulations of the SEC and the applicable listing standards of the Nasdaq Stock Market. A copy of each charter can be found under the “Investors and Media –& News — Corporate Governance” section of our website at www.springbankpharm.com.www.f-star.com. Members will serve on these committees until their resignation or as otherwise determined by our Board of Directors.

Audit Committee

Messrs.David Arkowitz, EichlerTodd Brady and Smith,Geoffrey Race, each of whom is a non-employee member of our Board of Directors, comprise our Audit Committee. Mr. Arkowitz is the chair of our Audit Committee. Our Board of Directors has determined that Messrs. Arkowitz, EichlerBrady and SmithRace satisfy the requirements for independence under Rule 10A-3 promulgated under the Exchange Act. Our Board of Directors has determined that Mr. Arkowitz qualifies as an “audit committee financial expert,” as defined in the SEC rules, and satisfies the financial sophistication requirements of the Nasdaq Stock Market. Our Audit Committee held fourfive meetings during 2018.2020. The Audit Committee is responsible for, among other things:

The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee has engaged Pearl Meyer as its independent compensation consultant. Pearl Meyer provides analysis and recommendations to the servicesCompensation Committee regarding:

Pearl Meyer performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services. Radford assistsWhen requested, Pearl Meyer consultants attend meetings of the Compensation Committee, including executive sessions in defining the appropriate market of comparable companies forwhich executive compensation levelsrelated matters are discussed without the presence of management. Pearl Meyer reports to the Compensation Committee and practicesnot to management, although Pearl Meyer meets with management for purposes of gathering information for its analyses and in comparing ourrecommendations.

In determining to engage Pearl Meyer, the Compensation Committee considered the independence of Pearl Meyer, taking into consideration relevant factors, including the absence of other services provided to the Company by Pearl Meyer, the amount of fees the Company paid to Pearl Meyer, the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Pearl Meyer with any executive officer of the Company, any business or personal relationship the individual compensation program against those companiesadvisors employed by Pearl Meyer have with any member of the Compensation Committee, and any stock of the broader marketplace.Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. The Compensation Committee has assesseddetermined, based on its analysis and in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pearl Meyer is independent pursuant to the independence of Radfordstandards set forth in the Nasdaq listing standards promulgated pursuant to SEC rules andSection 10C of the corporate governance rules of The Nasdaq Stock Market and concluded that no conflict of interest exists that would prevent Radford from independently representing the Compensation Committee.Exchange Act.

Nominating and Corporate Governance Committee

Dr. BradyNessan Bermingham and Mr. SmithPamela Klein comprise our Nominating and Corporate Governance Committee. Our Board of Directors has determined that Dr. BradyBermingham and Mr. SmithDr. Klein meet the requirements for independence under the rules of the Nasdaq Stock Market. Dr. BradyBermingham is the chair of our Nominating and Corporate Governance committee. Our Nominating and Corporate Governance Committee held two meetingsone meeting during 2018.2020. The Nominating and Corporate Governance committee is responsible for, among other things:

bylaws, including submitting theirthe names of director candidates, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, as well as other information required by our amended and restated bylaws. Such recommendations shall be sent to Corporate Secretary, Spring Bank Pharmaceuticals,F-star Therapeutics, Inc., 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748.Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom. Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stockholders also have the right under our amended and restated bylaws to directly nominate director candidates, without any action or recommendation on the part of the committee or our Board of Directors, by following the procedures set forth under the heading “Stockholder Proposals”Proposals and Nominations for Director” in this proxy statement.

Board Leadership Structure

Our corporate governance guidelines do not provide that we are required to have any specific board structure, and our Board of Directors is given the flexibility to select its chairman and our chief executive officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the positions of chairman and the chief executive officer may be filled by either one individual or two individuals. As of January 1, 2019, ourOur Board of Directors has separated the positions of chairman and chief executive officer such that Mr. SmithDr. Bermingham holds the position of Chairman of our Board of Directors and Mr. DriscollDr. Forster remains our President and Chief Executive Officer.

Mr. SmithDr. Bermingham has authority, among other things, to call and preside over meetings of our Board of Directors, including executive sessions of our non-employee independent directors, to set meeting agendas and to determine materials to be distributed to our Board of Directors. Accordingly, our chairman has substantial ability to shape the work of the Board of Directors. Our Board of Directors believes that this structure serves the interests of our stockholders because it allows our Chief Executive Officer to focus primarily on our business strategy and operations and most effectively leverages the experience of the Chairman. The separation of these positions also reinforces the independence of the Board of Directors in its oversight of our business and affairs. In addition, the Board of Directors believes having an independent chairman can create an environment that is more conducive to objective evaluation and oversight of management’s performance, potentially increasing management accountability and improving the ability of our Board of Directors to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, our Board of Directors believes having an independent chairman can enhance the effectiveness of our Board of Directors as a whole.

Communications from Stockholders

Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The Chairman of our Nominating and Corporate Governance Committee, with the advice and assistance from our legal counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the Chairman of the Board considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our Board of Directors should address such communications to Board of Directors, Spring Bank Pharmaceuticals, 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748 or by email at board@springbankpharm.comF-star. Therapeutics, Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom.

Stockholder Engagement

Senior management regularly engages with our stockholders at industry conferences and investor meetings. In response to feedback gained through these meetings, we remain focused on delivering on our growth strategy, and we continue to enhance the transparency and disclosure of our financial, operational and governance performance.

Our senior management team keeps the Board regularly updated on the views of stockholders and provides reports from financial and other advisers concerning institutional stockholder feedback.

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Oversight of Risk

Our Board of Directors oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our Board of Directors and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our Board of Directors oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our Audit Committee oversees risk management activities related to financial controls and legal and compliance risks; our Compensation Committee oversees risk management activities relating to our compensation policies and practices; and our Nominating and Corporate Governance committee oversees risk management activities relating to Board of Directors composition and management succession planning. Each committee reports to the full Board of Directors on a regular basis, including reports with respect to the committee’s risk oversight activities, as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full Board of Directors discuss particular risks.

Our Compensation Committee has discussed the concept of risk as it relates to our compensation programs, including our executive compensation program. Our Compensation Committee believes that our compensation programs do not encourage excessive or inappropriate risk taking and that any risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on our company.Company. Our Compensation Committee believes that any such risks are mitigated by:

Code of Business Conduct and Ethics

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and our other executive and senior financial officers. The full text of our code of business conduct and ethics is available on the “Investors & Media – CorporateNews — Governance” page on our website. We intend to post any amendment to our code of business conduct and ethics, and any waivers of such code for directors and executive officers, on our website and will be included in a Current Report on Form 8-K within four business days following the date of the

amendment or in filings underwaiver, unless website posting or the Exchange Act.issuance of a press release of such amendments or waivers is then permitted by the rules of The Nasdaq Stock Market.

Hedging and Pledging Policy

Under our Insider Trading Policy,Our directors and executive officers are prohibited from (1) selling our securities “short” at any time, (2) buying or selling puts, calls or similar instruments on our securities and (3) engaging in any other hedging transactions with respect to our securities. Directors and executive officers may not hold our stock in a margin account. In addition, unless the transaction has been approved by our Audit Committee, directors and executive officers may not at any time pledge our stock as collateral for a loan.

Executive Officers

The following table sets forth certain information regarding our executive officers, including their respective ages as of May 20, 2019.officers. All executive officers are at-will employees.

* Mr. Driscoll and Dr. Iyer are members of our Board of Directors. See “Management and Corporate Governance – The Board of Directors” for more information about Mr. Driscoll and Dr. Iyer.

Eliot Forster, Ph.D.has served as F-star’s Chief Executive Officer since October 2018 and as a member of F-star’s Board of Directors since May 2019. Dr. Forster also serves on the boards of directors of F-star Alpha, F-star Beta, F-star Biotechnology, F-star Delta and F-star Therapeutics LLC, in each case from October 2018, and is the sole managing director for F-star GmbH since May 2019. From January 2015 to February 2018, Dr. Forster served as Chief Executive Officer of Immunocore Limited. Prior to that, he served as Chief Executive Officer of Creabilis S.A. (which was subsequently acquired by Sienna Biopharmaceuticals, Inc.) from May 2010 to January 2015. From May 2007 to May 2010, Dr. Forster served as Chief Executive Officer of Solace Pharmaceuticals Inc. Dr. Forster also served as Head of Development and Operations for the European Union and Asia at Pfizer Inc. from 1996 to 2007. Since June 2018, Dr. Forster has served as non-executive chairman of Avacta Group plc, which is publicly traded on the London Stock Exchange. Since September 2020, Dr Forster has served as non-executive director of Immatics NV (NASDAQ:IMTX). Dr. Forster is an Honorary Visiting Professor of Molecular and Clinical Cancer Medicine at the University of Liverpool, an honorary professor at the University of Pavia (Italy) and a board member of the Office for Strategic Coordination of Health Research, and the National Genomics Board. He holds a Ph.D. from University of Liverpool, an M.B.A. from Henley Management College, and a B.Sc., with honors, from University of Liverpool. We believe that Dr. Forster is qualified to serve on the Board of Directors due to his business and technical expertise, along with his strategic insight into F-star’s business as its current Chief Executive Officer.

Nezam H. Afdhal, M.D.,Darlene Deptula-Hicks has been ourserved as F-star’s Chief MedicalFinancial Officer since May 2019. Since January 2018, Ms. Deptula-Hicks has operated Crimson Consulting LLC, a strategic and financial consulting services company, and has served as acting Chief Financial Officer for Northern Biologics, Inc. From May 2017 to January 2018, she served as Senior Vice President and Chief Financial Officer of T2 Biosystems, Inc., (NASDAQ:TTOO) and from December 2014 to February 2017, Ms. Deptula-Hicks was Senior Vice President and Chief Financial Officer of Pieris Pharmaceuticals, Inc. (NASDAQ:PIRS) From 2012 until November 2014, she served as Vice President and Chief Financial Officer of Microline Surgical, Inc. Ms. Deptula-Hicks received an M.B.A. from Rivier University and a B.S in Accounting from Southern New Hampshire University. Ms. Deptula-Hicks currently serves on the board of directors of Giner Life Sciences and previously served on the board of directors

and as audit committee chair of Xentic Biosciences (NASDAQ:XBIO), US Falcon, Inc., Technest Holdings, Inc. (AMEX:TCNH) and, IMCOR Pharmaceuticals (NASDAQ:IMPH).

Louis Kayitalire, M.D. Dr. Kayitalire brings over 20 years’ experience in oncology and immuno-oncology, joining F-star in June 2019 from Bristol-Myers Squibb where he was responsible for the clinical research strategy for broad development of oncology assets and advancing clinical research efforts with a team of medical directors from March 2016 to June 2019. Prior to that, Dr. Kayitalire held senior positions at major pharmaceutical companies including Celgene from September 2013 to March 2016. Dr. Kayitalire completed his medical training at Butare University, Rwanda and later as Assistant Professor in Oncology at the Paris XI University of France. He is an active member of the American Society of Clinical Oncology (ASCO), the American Association for Cancer Research (AACR) and the Society for Immunotherapy of Cancer (STIC).

Neil Brewis, Ph.D. has served as F-star’s Chief Scientific Officer since November 2015 and served as a consultant to us from early 2011 to November 2015. Dr. Afdhal hasHe also served as a Senior Physician in Hepatology at the Beth Israel Deaconess Medical Center since January 2015 and served as Chief of Hepatology from January 2000 to December 2014. Dr. Afdhal has also served as a Professor of Medicine at Harvard Medical School since 2000. Dr. Afdhal serves on the scientific advisory board of Gilead Sciences,directors of F-star

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Inc. Therapeutics LLC. From 2007 to October 2015, Dr. Afdhal received his M.B. B.Ch. degree in 1981 from the Royal College of Surgeons in Ireland and did fellowship training at University College in Dublin and at Boston University School of Medicine.

Jonathan Freve, CPA, has been our Chief Financial Officer and Treasurer since January 2015. From March 2014 to November 2014, heBrewis served as Vice President, Head of Biopharmaceuticals Research at GlaxoSmithKline plc. Prior to that, Dr. Brewis served as Head of Research at Domantis Ltd. from 2002 to 2007, when the Senior Director of Finance of Santaris Pharma A/S, whichcompany was acquired by F. Hoffmann-LaRoche Ltd.,GlaxoSmithKline plc. Dr. Brewis is an Honorary Doctor of Science from Hertfordshire University. He received a biotechnology company. Prior to Santaris, Mr. Freve was the Controller of Brookfield Renewable Energy Partners, L.P.,Ph.D. in Biochemistry from Dundee University and a company that owns, operates and develops renewable power generation facilities,B.Sc. with honors in Applied Biology from April 2011 to March 2014. Mr. Freve served as Corporate Controller of Virtusa Corporation, an information technology consulting company, from October 2007 to April 2011. Mr. Freve began his career at the FASB and PricewaterhouseCoopers, where he worked in the audit and transaction services practices. Mr. Freve is a certified public accountant in the Commonwealth of Massachusetts and holds a BBA in accounting from the University of Massachusetts Amherst.Hertfordshire University.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Executive Compensation

This section discusses material components of our executive compensation program for the following individuals, each of whom is one of our “named executive officers” for 2018:2020:

reflect discretionary bonuses paid in 2019 for performance during 2018.

Narrative Disclosure to Summary Compensation Table

Our Compensation Committee conducts an annual review and evaluation of all elements of our executive compensation program to determine whether our program is competitive with the companies with which we compete for executive talent and to ensure that the program effectively incentivizes management to build stockholder value. The Compensation Committee engaged Pearl Meyer, an executive compensation consulting firm experienced in the development of executive compensation programs for the biopharmaceutical industry, to review and provide recommendations concerning all of the components of our executive compensation program. Pearl Meyer performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services for which they were engaged. Pearl Meyer assists the Compensation Committee in defining the appropriate landscape of comparable companies for executive compensation levels and practices and in comparing our executive compensation program against those companies and the broader marketplace. Our Compensation Committee considers peer group and other industry compensation data along with the recommendations of our compensation consultant when making decisions related to executive compensation. Specifically, our Compensation Committee considers the competitiveness of our compensation program, internal perceptions of equity and individual performance and role of each executive when making compensation determinations. Our Compensation Committee, applying its judgment and discretion, uses the peer group data provided by Pearl Meyer primarily to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peer companies.

Base salary and annual bonus amounts. We pay base salaries to recognize the experience, skills, knowledge and responsibilities required of all of our employees, including our named executive officers. None of our executive officers are currently party to an employmentagreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. All of our named executive officers are eligible to

receive annual cash bonuses, at the discretion of our Board of Directors, which promote and reward our executives for the achievement of key strategic and business goals. We establish bonus targets based on a percentage of base salary for each of our employee executive officers and at the discretion of the board for our chief financial officer. Each year we approve a set of specified corporate and individual goals for our executive officers and conduct an annual performance review to determine the attainment of such goals. Executive officer bonuses are based on the achievement of these corporate and individual goals. Our Compensation Committee and Board of Directors make the final determination of the extent to which such goals were achieved and the final amount of such bonus awards.

In Q1 2021, our Compensation Committee increased base salaries for our named employee executive officers, Dr. Forster, Dr. Brewis and Dr. Kayitalire. For the 2020 bonus plan period covering the 12-month period beginning on January 1, 2020 and ending on December 31, 2020, our corporate goals were generally related to clinical, preclinical, operational and financing objectives and Dr. Forster, Dr. Brewis and Dr. Kayitalire were eligible for performance bonuses of 50%, 40% and 40%, respectively, of their respective base salaries. Ms. Deptula-Hicks bonus is at the discretion of the Board of Directors. Based on the Compensation Committee certifying the achievement of 65% of our 2020 goals, in Q1 2021, we awarded bonuses to Dr. Forster, Ms. Deptula-Hicks, Dr. Brewis and Dr. Kayitalire of £142,269 ($195,848), $98,000, £78,000 ($107,375) and $117,000, respectively.

In January 2020, the Spring Bank Compensation Committee determined to not increase any base salaries for the Spring Bank named executive officers. Accordingly, the annual base salaries for Mr. Driscoll, Dr. Iyer and Mr. Freve remained at $495,000, $378,000 and $363,000, respectively.

Equity incentive grants. Our Compensation Committee believes that equity grants provide our executives with a strong link to our long-term performance, create a positive ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with time-based vesting promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. As noted above, in late 2020, Pearl Meyer advised our Compensation Committee that as a result of the Transaction and Exchange Ratio the then outstanding long-term incentive awards held by our executive officers offered little retentive value. As a result, when making 2021 equity awards, our Compensation Committee considered the lack of long-term incentive value held by our executive officers under existing awards, and determined that driving retention of key employees should be a significant factor in the Company’s overall compensation program, particularly in light of the transition to four programs now in the clinic.

In Q1 2021, we granted restricted stock units (RSUs) to our named executive officers and granted Dr. Forster, Ms. Deptula-Hicks, Dr. Brewis and Dr. Kayitalire RSUs to purchase 142,000, 30,000, 18,000 and 29,000 shares of our common stock, respectively. Additionally, in Q1 2021 we granted options to Dr. Forster, Ms. Deptula-Hicks, Dr. Brewis and Dr. Kayitalire to purchase 127,924, 25,894, 12,880 and 22,561 shares of our common stock, respectively. All of these options have an exercise price of $7.24 per share.

In July 2020, we granted options under the F-star 2019 Equity Incentive Plan (the “2019 Plan”) to purchase 228,375 and 70,312 shares, respectively, to each of Drs. Forster and Brewis. The options were granted with exercise prices equal to approximately £0.01, and vest as to 25% of the total shares underlying shares on the first anniversary of the grant date, with the remainder vesting in equal monthly installments over the ensuing 36 months, subject to the holder’s continued service through the applicable vesting date. In July 2020, F-star also granted a restricted stock unit award under the 2019 Plan representing 26,437 shares to Ms. Deptula-Hicks and 26,437 shares to Dr. Kayitalire. The RSUs vest as to 25% of the total shares underlying shares on the first anniversary of the grant date, with the remainder vesting in equal monthly installments over the ensuing 36 months, subject to the holder’s continued service through the applicable vesting date.

In March 2020, in light of the fact that all outstanding equity awards held by the Spring Bank executive officers were significantly out-of-the-money and did not offer meaningful long-term incentive to executive

officers, the Spring Bank Compensation Committee determined to grant stock options and restricted stock units, or RSUs, to the Spring Bank named executive officers. Mr. Driscoll received options to purchase 40,000 shares of Spring Bank common stock and 40,000 RSUs, Dr. Iyer received options to purchase 20,000 shares of Spring Bank common stock and 20,000 RSUs, and Mr. Freve received options to purchase 25,000 shares of Spring Bank common stock and 25,000 RSUs. All of these options had an exercise price of $1.41 per share. At the Closing of the Transaction in November 2020, the vesting of these RSUs was accelerated and these Options, being out of the money, were forfeited.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding stock options held by our named executive officers as of December 31, 2020:

Eligibility and Administration

F-star employees, directors and consultants are eligible to receive awards under the 2019 Plan and the 2015 Plan. The 2019 Plan and the 2015 Plan are administered by the F-star Board of Directors, which may delegate its duties and responsibilities to one or more committees of directors and/or officers, which is referred to collectively as the plan administrator below. The plan administrator also has the authority to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the 2019 Plan and the 2015 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2019 Plan and the 2015 Plan.

Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical and dental benefits; medical and dependent care flexible spending accounts; and short- and long-term disability insurance.

We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

Executive Officer Employment Agreements, Severance and Change in Control Arrangements

Eliot Forster, Ph.D.F-star entered into an employment agreement with Dr. Forster in October 2018, which was amended in July 2020, setting forth the terms of his employment. Dr. Forster was entitled to an initial annual base salary of £425,000 ($544,000), which was subsequently increased on March 1, 2019, to £437,750 ($560,000), and most recently as of March 1, 2021 increased to £450,883 ($620,686). The agreement provides for an annual discretionary bonus of a maximum of 50% of his annual base salary, taking into account specific performance targets conveyed to Dr. Forster from time to time. Dr. Forster is entitled to participate in any F-star group personal pension scheme and F-star will provide for life insurance benefits in an amount equal to four times Dr. Forster’s current annual salary. In the event Dr. Forster is unable to perform his duties due to incapacity, he is generally entitled to receive his full salary and benefits during any period of absence for up to a maximum of 26 weeks in any 52-week period. The agreement may be terminated by either party by giving six months’ notice, provided that F-star may terminate the agreement at any time by paying Dr. Forster a lump sum payment equal to his base salary in lieu of all or any portion of the amount that would be paid during the required notice period. The agreement may also be terminated by F-star immediately under circumstances that constitute “cause” as set forth in the agreement. Dr. Forster is entitled to a sum equal to 18 months base salary, in the event of a Qualifying Termination (as defined in the employment agreement) within the 12 month period following a Change of Control (as defined in the employment agreement) or a sum equal to 12 months base salary, in the event of a Qualifying Termination more than 12 months following a Change of Control. Severance sums may be offset by notice periods. In addition, in the event of a Qualifying Termination within 12 months of a Change of Control, all options and RSUs not assumed by an acquirer will vest in full. Under the employment agreement, Dr. Forster is subject to certain non-competition provisions for a period of 12 months following termination of employment or garden leave.

Darlene Deptula-Hicks.F-star entered into a consulting agreement with Ms. Deptula-Hicks effective as of May 1, 2019 setting forth the terms of her arrangement to serve, inter alia, as F-star’s chief financial officer. Pursuant to the agreement, Ms. Deptula-Hicks is entitled to an hourly consulting fee of $250.00 plus reimbursement for all reasonable and necessary expenses incurred by Ms. Deptula-Hicks in providing the services under the agreement. Pursuant to the agreement, Ms. Deptula-Hicks was granted a stock option to purchase 28,426 F-star ordinary shares in June 2019, under which 25% of the shares underlying the option would vest after 12 months of employment, and the remaining shares underlying the option would vest in equal monthly installments over 36 months, subject to Ms. Deptula-Hicks’ continued service. The term of the agreement was for twelve months and the agreement automatically renews at the end of the term for additional twelve-month periods unless terminated with 90 days’ notice prior to the end of the consulting period, or unless earlier terminated without cause upon 90 days’ notice or immediately for cause (as defined in the agreement). Ms. Deptula-Hicks is not entitled to any additional consulting fees or other compensation as of the date of termination.

Louis Kayitalire, M.D. F-star entered into an offer letter with Dr. Kayitalire in May 2019, which was amended in July 2020, setting forth the terms of his employment as F-star’s chief medical officer. Dr. Kayitalire was entitled to an initial annual base salary of $450,000, which was most recently increased, as of March 1, 2021, to $463,500. Dr. Kayitalire’s agreement provides for an annual discretionary bonus of a maximum of 40% of his annual base salary, taking into account specific performance targets conveyed to Dr. Kayitalire from time to time. Dr. Kayitalire is entitled to participate in any F-star employee benefit plans from time to time in effect for similarly-situated employees of F-star. In the event Dr. Kayitalire is unable to perform his duties due to a disability during his employment, he is generally entitled to receive his base salary and to participate in applicable employee benefit plans during any period of absence for up to a maximum of 180 days during in any 365 day period. Dr. Kayitalire may terminate the agreement by giving F-star 30 days prior written notice or for Good Reason (as defined in the employment agreement). In the event that Dr. Kayitalire terminates the agreement for Good Reason at a time other than during a 12 month period following a Change of Control (as defined in the employment agreement), he will be entitled to (i) a monthly pro-rata portion of his annual base salary for 9 months, (ii) a pro-rata portion of his discretionary target bonus earned during the applicable fiscal year to be paid out in monthly installments over 9 months, and (iii) payment of a monthly taxable amount equal to the portion of Dr. Kayitalire’s health insurance premiums F-star paid immediately prior to the termination of the agreement for 9 months (“Severance Benefits”). F-star may terminate the agreement at any time, provided in that event that it must pay Dr. Kayitalire the Severance Benefits. The agreement may also be terminated by F-star immediately under circumstances that constitute “cause” as set forth in the agreement. In the event of a Change of Control, should either Dr. Kayitalire terminate the agreement for Good Reason or F-star terminate the agreement without cause during the 12 month period following the Change of Control, Dr. Kayitalire shall be entitled to the Severance Benefits, in which case the payments shall be for 12 months instead of 9 months and all options or RSUs granted to Dr. Kayitalire shall, to the extent not assumed by an acquirer, vest in full. Under the employment agreement, Dr. Kayitalire is subject to certain non-competition and non-solicitation provisions for a period of 12 months following termination of employment.

Neil Brewis, Ph.D.F-star entered into an employment agreement with Dr. Brewis in October 2015, which was amended in July 2020, setting forth the terms of his employment as F-star’s chief scientific officer. Dr. Brewis was entitled to an initial annual base salary of £185,000 ($236,800), which was subsequently increased, as of October 1, 2019, to £250,000 ($320,000) and most recently as of January 1, 2021 was increased to £300,000 ($413,000). Dr. Brewis’ agreement provides for an annual discretionary bonus of a maximum of 40% of his annual base salary, taking into account specific performance targets conveyed to Dr. Brewis from time to time. Dr. Brewis is entitled to participate in any F-star group personal pension scheme and F-star will provide for life insurance benefits in an amount equal to four times Dr. Brewis’ current annual salary. In the event Dr. Brewis is unable to perform his duties due to incapacity, he is generally entitled to receive his full salary and benefits during any period of absence for up to a maximum of 26 weeks in any 52-week period. The agreement may be terminated by either party by giving six months’ notice, provided that F-star may terminate the agreement at any time by paying Dr. Brewis a lump sum payment equal to his base salary in lieu of all or any portion of the amount that would be paid during the required notice period. The agreement may also be terminated by F-star immediately under circumstances that constitute “cause” as set forth in the agreement. Dr. Brewis is entitled to a sum equal to 12 months base salary, in the event of a Qualifying Termination (as defined in the employment agreement) within the 12 month period following a Change of Control (as defined in the employment agreement and which does not include the Exchange) or a sum equal to 9 months base salary, in the event of a Qualifying Termination more than 12 months following a Change of Control. Severance sums may be offset by notice periods. In addition, in the event of a Qualifying Termination within 12 months of a Change of Control, all options and RSUs not assumed by an acquirer will vest in full. Under the employment agreement, Dr. Brewis is subject to certain non-competition provisions for a period of 12 months following termination of employment or garden leave

Director Compensation Policy

This policy is designed to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

Under our non-employee director compensation program, we pay our non-employee directors annual retainers in cash. Each non-employee director receives an annual cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chairmen of each committee receive higher annual retainers for such service. These fees are paid quarterly in arrears. The fees that were in effect following the completion of the Transaction and payable to non-employee directors for service on the Board of Directors and for service on each committee of the Board of Directors on which the director was a member at December 31, 2020 were as follows: