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.    )

89bio, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

142 Sansome Street, Second Floor, San Francisco, California 94104

NOTICE OF THE 20202022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 22, 20201, 2022

To the Stockholders of 89bio, Inc.:

89bio, Inc. (the “Company”) will hold its 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) on Friday,Wednesday, June 221, 2022, at 9:00 a.m. (Pacific Time).Pacific Time.  The Annual Meeting will be held as a virtual meeting of stockholders, which will be conducted exclusively online via live webcast. Stockholders may attend the Annual Meeting by visitingaudio webcast at www.virtualshareholdermeeting.com/ETNB2020ETNB2022.  To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, proxy card or voting instruction form.

By hosting the Annual Meeting virtually, we believe we are able to expand access, improve communication and lower costs while reducing the environmental impact of the meeting. This approach also provides for the health and safety of our stockholders and employees in light of the evolving public health and safety considerations posed by the ongoing coronavirus (COVID-19) pandemic.

The Annual Meeting will be held for the following purposes, as more fully described in the accompanying Proxy Statementproxy statement (the “Proxy Statement”):

The Board of Directors has fixed April 7, 2022 as the record date.  Only stockholders of record at the close of business on April 30, 2020 arethat date will be entitled to notice of, and to vote on,at, the proposals describedAnnual Meeting or any adjournment or postponement thereof.

Instructions for accessing the virtual Annual Meeting are provided in the Proxy Statement.  In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 10:00 a.m. Pacific Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary.  Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://IR.89bio.com.

By Order of the Board of Directors,

Rohan Palekar
Chief Executive Officer and Director

San Francisco, California
April 14, 2022

Important Notice RegardingWhether or not you expect to participate in the Availability of Proxy Materials for the 2020virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting.  You may vote online or, if you requested printed copies of Stockholders to Be Held on June 22, 2020

The Proxy Statement and Annual Report for the year ended December 31, 2019
are available at www.proxyvote.com.

proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

TABLE OF CONTENTS

LEGAL MATTERS

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to Be Held on June 1, 2022.  The Proxy Statement and Annual Report for the year ended December 31, 2021 are available at www.proxyvote.com.

Forward-Looking Statements.  The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions.  All statements, other than statements of historical facts, included in the Proxy Statement are forward-looking statements.  In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements.  These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement.  Such risks, uncertainties and other factors include those identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC.  The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Website References.  Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

Use of Trademarks.  89bio is the trademark of 89bio, Inc. Other names and brands may be claimed as the property of others.

142 Sansome Street, Second Floor, San Francisco, California 94104

PROXY STATEMENT

FOR THE 20202022 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING

What isIs the purposePurpose of these proxy materials?These Proxy Materials?

We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of 89bio, Inc. (“we,” “us,” “our” or the “Company”) for use at the 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at www.virtualshareholdermeeting.com/ETNB2020on June 22, 20201, 2022 at 9:00 a.m. Pacific Time, or at any other time following adjournmentsadjournment or postponementspostponement thereof.  You are invited to virtually attendparticipate in the Annual Meeting and are entitled to, and requested to vote on the proposals described in this Proxy Statement.  The proxy materials are first being made available to our stockholders on or about May 8, 2020.April 14, 2022.

Why didDid I receiveReceive a Notice of Internet Availability?

Pursuant to U.S. Securities and Exchange Commission (“SEC”) rules, we are furnishing the proxy materials to our stockholders primarily via the Internet instead of mailing printed copies.  This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Annual Meeting.  If you received a Notice of Internet Availability of Proxy Materials (the “Notice”), you will not receive a printed copy of the proxy materials unless you request one.  The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.

Why are we holdingAre We Holding a virtualVirtual Annual Meeting?

We have adopted a virtual meeting format for the Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location.  We believe this expands stockholder access, improves communications and lowers our costs while reducing the environmental impact of the meeting.  Utilizing a virtual meeting format is particularly important this yearalso helps to protect our stockholders and employees in light of the evolving public health and safety considerations posed by the ongoing coronavirus (COVID-19) pandemic.  In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.

Who can vote?Can Vote?

Only stockholders of record at the close of business on April 30, 20207, 2022 (the “Record Date”) are entitled to notice of the Annual Meeting and to vote on the proposals described in this Proxy Statement at the Annual Meeting.Statement.  At the close of business on the Record Date, 13,793,85820,351,384 shares of our common stock were issued and outstanding.

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What isIs the differenceDifference between holding shares of common stockHolding Shares as a stockholder of recordRegistered Stockholder and as a beneficial owner?Beneficial Owner?

Stockholder of Record:Registered Stockholder:  Shares of Common Stock Registered in Your Name

If your shares of common stock are registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, LLC, you are considered to be, with respect to those shares of common stock, the registered stockholder, of record, and these proxy materials are being sent directly to you by us.

Beneficial Owner:  Shares of Common Stock Registered in the Name of a Broker, Fiduciary or Custodian

If your shares of common stock are held by a broker, fiduciary or custodian, you are considered the beneficial owner of shares of common stock held in “street name,” and these proxy materials are being forwarded to you from that broker, fiduciary or custodian.

How Can I Participate in the Virtual Annual Meeting?

Stockholders of record as of the close of business on the record date are entitled to participate in and vote at the Annual Meeting.  To participate in the Annual Meeting, including to vote, ask questions and view the list of registered stockholders as of the record date during the meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/ETNB2022, enter the 16-digit control number found on your proxy card or Notice, and follow the instructions on the website.  If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice.  Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct.  We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business.  If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

The meeting webcast will begin promptly at 9:00 a.m. Pacific Time.  Online check-in will begin approximately 15 minutes before then, and we encourage you to allow ample time for check-in procedures.  If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support.  Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website.  

What amAm I votingVoting on?

The proposals to be voted on at the Annual Meeting are as follows:

How doesDoes the Board recommend thatRecommend That I vote?Vote?

The Board recommends that you vote your shares of common stock “FOR” each director nominee in Proposal 1 and “FOR” Proposal 2.

What if another matter is properly broughtIf Another Matter Is Properly Brought before the Annual Meeting?

As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting.  If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.

How many votes doMany Votes Do I have?Have?

Each share of common stock is entitled to one vote on each proposal to be voted on at the Annual Meeting. Shares of common stock cannot be voted at the Annual Meeting unless the holder thereof is virtually present or represented by proxy.

What does it mean ifDoes It Mean If I receive more than one setReceive More Than One Set of proxy materials?Proxy Materials?

If you receive more than one set of proxy materials, your shares of common stock may be registered in more than one name or held in different accounts.  Please cast your vote with respect to each set of proxy materials that you receive to ensure that all of your shares of common stock are voted.

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How do I vote?

Stockholder of Record: Shares of Common Stock Registered in Your Name

If you are the stockholder of record, you may vote your shares online during the virtual Annual Meeting or by proxy in advance of the Annual Meeting by Internet or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone. Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote as early as possible in advance so that your vote will be counted if you later decide not to, or are unable to, virtually attend the Annual Meeting.

Beneficial Owner: Registered Stockholder:  Shares of Common Stock Registered in theYour Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner of shares of common stock held in “street name,”registered stockholder, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or by proxy in advance of the Annual Meeting by Internet (at www.proxyvote.com) or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone at 1-800-690-6903.  

Beneficial Owner:  Shares Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or you may direct your broker, fiduciary or custodian how to vote in advance of the Annual Meeting by following the instructions they provide.

What happens ifHappens If I do not vote?Do Not Vote?

Stockholder of Record:Registered Stockholder:  Shares of Common Stock Registered in Your Name

If you are the registered stockholder of record and do not vote by attendingin one of the Annual Meeting virtually, vote by proxy using the enclosed proxy card or vote by proxy via telephone or the Internet,ways described above, your shares of common stock will not be voted at the Annual Meeting and will not be counted toward the quorum requirement.

Beneficial Owner:  Shares of Common Stock Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner of shares of common stock held in “street name” and do not direct your broker, fiduciary or custodian how to vote your shares, of common stock, your broker, fiduciary or custodian will only be able to vote your shares of common stock with respect to proposals considered to be “routine.”“routine” (which we expect includes Proposal 2).  Your broker, fiduciary or custodian is not entitled to vote your shares of common stock with respect to “non-routine” proposals. Such inability ofproposals (which we expect includes Proposal 1), which we refer to as a “broker non-vote.”  Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority.  As a result, we urge you to direct your broker, fiduciary or custodian how to vote onyour shares to ensure that your vote is counted.

What If I Sign and Return a “non-routine” proposal for which no instruction is received from the beneficial owner is referred to as a “broker non-vote.”Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?

What if I sign and return a proxy card or otherwise vote but do not indicate specific choices?

Stockholder of Record:Registered Stockholder:  Shares of Common Stock Registered in Your Name

The shares of common stock represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card.  However, if you are the registered stockholder of record and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your shares of common stock in accordance with the recommendations of the Board.  Your shares of common stock will be counted toward the quorum requirement.

Beneficial Owner:  Shares of Common Stock Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner of shares of common stock held in “street name” and sign and return your voting instruction form without giving specific instructions, your broker, fiduciary or custodian will only be able to vote your shares of common stock with respect to proposals considered to be “routine.”  Your broker, fiduciary or custodian is not entitled to vote your shares of common stock with respect to “non-routine” proposals, resulting in a broker non-vote with respect to such proposals.

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Can I change my voteChange My Vote after I submit my proxy?Submit My Proxy?

Stockholder of Record:Registered Stockholder:  Shares of Common Stock Registered in Your Name

If you are the registered stockholder, of record, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:

Your last submitted vote is the one that will be counted.

Beneficial Owner:  Shares of Common Stock Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner, of shares of common stock held in “street name,” you must follow the instructions you receive from your broker, fiduciary or custodian with respect to changing your vote.

What isIs the quorum requirement?Quorum Requirement?

The holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting, either virtually or represented by proxy, to constitute a quorum.  A quorum is required to transact business at the Annual Meeting.

Your shares of common stock will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary or custodian) or if you attend the Annual Meeting virtually and vote.  Abstentions and broker non-votes will be counted toward the quorum requirement.  If there is no quorum, the chairman of the Annual Meeting or the holders of a majority of shares of common stock virtually present at the Annual Meeting, either personally or by proxy, may adjourn the Annual Meeting to another time or date.

How many votes are requiredMany Votes Are Required to approve each proposalApprove Each Proposal and how are votes counted?How Are Votes Counted?

Votes will be counted by Broadridge Financial Solutions, the Inspector of Elections appointed for the Annual Meeting.

Proposal 1:  Election of Directors

A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” the applicable seat on the board of directors.his or her election.  “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.  Broker non-votes and votes that are withheld will not be counted as votes cast on the matter and will have no effect on the outcome of the election.  WeStockholders do not have cumulative voting rights for the election of directors.

Proposal 2:  Ratification of Selection of Independent Registered Public Accounting FirmAuditor Selection

The affirmative vote of the holdersa majority of shares of common stock representing a majority ofpresent or represented at the votes cast on the matterAnnual Meeting is required for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2020.auditor.  Abstentions will not be countedhave the same effect as votes cast ona vote “AGAINST” the matter andmatter.  Broker non-votes, if any, will have no effect on the outcome of this proposal.

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How can I participate in the virtual Annual Meeting?

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the meeting. To participate in the virtual meeting, including to vote your shares electronically, submit questions and view our list of stockholders as of the record date during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/ETNB2020, enter the 16-digit control number found on your Notice of Internet Availability, proxy card or voting instruction form, and follow the instructions on the website.

The meeting webcast will begin promptly at 9:00 a.m. Pacific Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support.

We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting.

Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website or prior to the meeting at www.proxyvote.com.matter.

Who is payingIs Paying for this proxy solicitation?This Proxy Solicitation?

We will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials.  We may also reimburse brokers, fiduciaries or custodians for the cost of forwarding proxy materials to beneficial owners of shares of common stock held in “street name.”

Our employees, officers and directors may solicit proxies in person or via telephone or the Internet.  We will not pay additional compensation for any of these services.

How canCan I findFind out the voting results?Voting Results?

We expect to announce preliminary voting results at the Annual Meeting.  Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

When are stockholder proposals and director nominations due for next year’s annual meeting?

Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”), stockholders who wish to submit proposals for inclusion in the proxy statement for the 2021 Annual Meeting of Stockholders must send such proposals to our Corporate Secretary at 142 Sansome Street, Second Floor, San Francisco, California 94104. Such proposals must be received by us as of the close of business on January 8, 2021.

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As set forth in our bylaws, if a stockholder intends to make a nomination for director election or present a proposal for other business (other than pursuant to Rule 14a-8 of the Exchange Act) at the 2021 Annual Meeting of Stockholders, the stockholder’s notice must be received by our Corporate Secretary no earlier than the 120thday and no later than the 90th day before the anniversary of the last annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered no later than the 10th day after the first public announcement of the date of such annual meeting by the Company. Therefore, unless the 2021 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after June 22, 2021, notice of proposed nominations or proposals (other than pursuant to Rule 14a-8 of the Exchange Act) must be received by our Corporate Secretary no earlier than February 22, 2021 and no later than the close of business on March 24, 2021. Such nominations or proposals may or may not be included in the proxy statement.

Any stockholder proposal must be a proper matter for stockholder action and must comply either with Rule 14a-8 of the Exchange Act or the terms and conditions set forth in our bylaws, as applicable.

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PROPOSAL 1:  ELECTIONELECTION OF DIRECTORS

In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at eight. At the Annual Meeting, the stockholders will vote to elect the two Class IIII director nominees named in this Proxy Statement to serve until the 20232025 Annual Meeting of Stockholders andor until their successors are duly elected and qualified.qualified or until their earlier resignation or removal.  Our Board has unanimously nominated Rohan PalekarDerek DiRocco, Ph.D. and Gregory Grunberg, M.D.Lota Zoth, C.P.A. for election to our Board.  For more information about each nominee, seeMs. Zoth was recommended for appointment to the section titled “Directors, Executive OfficersBoard in June 2020 by a third-party search firm, and Corporate Governance”Dr. DiRocco has served on our Board since prior to our initial public offering in this Proxy Statement. The2019.

Our director nominees have indicated that they are willing and able to serve as directors.

If  However, if any of the director nomineesthem becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.

Information Regarding Director Nominees and Continuing Directors

Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently three Class I directors, whose terms expire at the 2023 Annual Meeting of Stockholders and who were previously elected by stockholders in 2020 (except for Dr. Atkinson, who was appointed to the Board in February 2022); three Class II directors, whose terms expire at the 2024 Annual Meeting of Stockholders and who were previously elected by stockholders in 2021 (except for Ms. LaPorte, who was appointed to the Board in October 2021); and two Class III directors, who are up for election for a term expiring at the 2025 Annual Meeting of Stockholders.

Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.

Class I Directors Continuing in Office

Rohan Palekar.  Mr. Palekar has served as our Chief Executive Officer and a member of our Board since June 2018.  Prior to joining our Company, Mr. Palekar served as the President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a specialty pharmaceutical company, from December 2015 to July 2017, where he led the company following its acquisition by Otsuka Pharmaceutical Co., Ltd. in 2015.  Mr. Palekar also served as Executive Vice President and Chief Operating Officer in 2015 and as Senior Vice President and Chief Commercial Officer from March 2012 to March 2015.  Prior to Avanir, Mr. Palekar served as Chief Commercial Officer for Medivation, Inc., a biopharmaceutical company, from 2008 to 2011, where he was responsible for all commercial activities, chemistry, manufacturing and controls, medical affairs and public relations functions.  Prior to

Medivation, Mr. Palekar spent over 16 years at Johnson & Johnson (NYSE: JNJ), a diversified healthcare company, in various senior commercial and strategic management roles.  Since 2018, he has served as a trustee for Aim High for High School, a non-profit educational institution, and he currently serves as chair of the board of trustees. Since March 2022, Mr. Palekar has served on the board of directors of Neoleukin Therapeutics, Inc. (Nasdaq: NLTX), a biopharmaceutical company. Mr. Palekar earned his M.B.A. from the Tuck School of Business at Dartmouth College and his B.Com. in Accounting and his L.L.B. in Law from the University of Mumbai.  Mr. Palekar is also a certified Chartered Accountant and a Cost and Management Accountant.

We believe Mr. Palekar is qualified to serve on our Board because of his broad and long experience in the biopharmaceutical industry.

Edward Morrow Atkinson III, Ph.D. Dr. Atkinson has served as a member of our Board since February 2022. Dr. Atkinson has served as Senior Vice President and Head of Commercial Manufacturing and Supply Chain of Vertex Pharmaceuticals Inc. (Nasdaq: VRTX), a pharmaceutical company, since July 2020. Prior to joining Vertex, Dr. Atkinson served in various roles at Bristol-Myers Squibb Co. (NYSE: BMY), a global pharmaceutical company, including as Senior Vice President of Global Manufacturing Operations from September 2019 to June 2020; Vice President and Integration Leader, Corporate Cell Therapy and Global Development and Manufacturing from January 2019 to September 2019; Vice President, Internal Manufacturing, Biologics from June 2017 to January 2019; and Vice President, Biologics Development and Clinical Manufacturing from 2012 to June 2017. Before Bristol-Myers Squibb, he held roles at Cook Pharmica, LLC (now owned by Catalent, Inc.) and Eli Lilly & Co. Dr. Atkinson earned his Ph.D. from Stanford University and his B.S. from Indiana University.

We believe Dr. Atkinson is qualified to serve on our Board because of his extensive experience in the pharmaceutical industry, particularly in pharmaceutical manufacturing.

Gregory Grunberg, M.D.  Dr. Grunberg has served as a member of our Board since April 2018.  Dr. Grunberg has been a Managing Director at Longitude Capital, a healthcare venture capital firm, since February 2012.  Prior to joining Longitude, Dr. Grunberg was a Principal at Rho Ventures, a venture capital firm, where he worked from May 2007 to January 2012.  Dr. Grunberg has served on the board of directors of Kala Pharmaceuticals, Inc. (Nasdaq: KALA), a pharmaceutical company, since April 2016 and also currently serves on the boards of other privately held healthcare companies.  Dr. Grunberg previously served on the board of directors of multiple other healthcare and life sciences companies, a number of which have been acquired and whose products have achieved regulatory approval and commercialization at scale in major markets of unmet need.  Dr. Grunberg is Board Certified in Internal Medicine and maintains a limited clinical practice as well as affiliation with University of California, San Francisco.  Dr. Grunberg earned his M.D. and M.B.A. from Duke University and his A.B. in Economics and English from Amherst College.

We believe Dr. Grunberg is qualified to serve on our Board because of his extensive experience investing in and guiding early phase companies.

Class II Directors Continuing in Office

Steven M. Altschuler, M.D. Dr. Altschuler has served as a member of our Board since March 2020.  Dr. Altschuler has served as Managing Director of Healthcare Ventures at Ziff Capital Partners, a private investment firm, since May 2018.  He previously served as a consultant to the University of Miami Health Care System, a private research university, from September 2017 through December 2017, the Chief Executive Officer of University of Miami Health Care System and Executive Vice President for Healthcare at the University of Miami from January 2016 to September 2017, and the Chief Executive Officer of The Children’s Hospital of Philadelphia (“CHOP”), a hospital focused on pediatric medicine, from April 2000 until June 2015.  Prior to assuming the role of Chief Executive Officer, Dr. Altschuler held several positions at CHOP and the Perelman School of Medicine at the University of Pennsylvania, including Physician-in-Chief/Chair of Pediatrics and Chief of the Division of Gastroenterology, Hepatology and Nutrition.  Dr. Altschuler has served as a director of WW International, Inc. (Nasdaq: WW), a global wellness company, since September 2012, ImVaX Inc., a biotechnology company, since May 2019, Orchard Therapeutics plc (Nasdaq: ORTX), a global gene therapy company, since January 2020, and Affinivax, Inc., a biopharmaceutical company, since April 2020. He is currently the Chair of the board of directors of AsclepiX Therapeutics LLC and Platelet BioGenesis, Inc., both biotechnology companies.  He previously served

as Chair of the board of directors of Spark Therapeutics, Inc. from March 2013 to December 2019.  Dr. Altschuler received a B.A. in mathematics and an M.D. from Case Western Reserve University.

We believe Dr. Altschuler is qualified to serve on our Board because of his extensive experience as a senior executive of various healthcare providers and member of the board of other life science companies.

Michael Hayden, M.B. Ch.B., Ph.D.  Dr. Hayden has served as a member of our Board since April 2018.  Dr. Hayden has served as a Killam Professor at the University of British Columbia, a public research university, since 1983.  He served as Director of the Translational Laboratory in Genetic Medicine at the National University of Singapore and Astar from November 2011 to March 2020.  Dr. Hayden was the President of Global Research and Development and Chief Scientific Officer at Teva Pharmaceutical Industries Ltd. (NYSE: TEVA), a pharmaceutical company, from May 2012 to December 2017, and served as an advisor to Teva from December 2017 to August 2018.  During this time approximately 35 new products were approved in major markets with many for diseases of the CNS such as migraine.  He led the development of the first deuterated drug to be approved by the FDA and the second drug ever to be approved for Huntington disease.  He is also the Founder and a Senior Scientist of the Centre for Molecular Medicine and Therapeutics at the University of British Columbia.  Dr. Hayden has served on the boards of AbCellera Biologics Inc. (Nasdaq: ABCL), a biopharmaceutical company, since October 2019, Ionis Pharmaceuticals, Inc. (Nasdaq: IONS), a biopharmaceutical company, since September 2018, and Xenon Pharmaceuticals Inc. (Nasdaq: XENE), a pharmaceutical company, since November 1996. Dr. Hayden previously served on the board of directors of Aurinia Pharmaceuticals Inc. (Nasdaq: AUPH), a biopharmaceutical company, from 2018 to 2021.  Dr. Hayden received his M.B. Ch.B. in Medicine, Ph.D. in Genetics and Diploma in Child Health from the University of Cape Town.  He received his American Board Certification in both internal medicine and clinical genetics from Harvard Medical School and an FRCPC in internal medicine from the University of British Columbia.

We believe Dr. Hayden is qualified to serve on our Board because of his extensive experience as a senior executive and member of the board of other life science companies.

Kathleen D. LaPorte.  Ms. LaPorte has served as a member of our Board since October 2021.  Ms. LaPorte has served as a member of the board of directors of Phoenix Biotech Acquisition Corp. (Nasdaq: PBAXU), a blank check company, since June 2021, Bolt Biotherapeutics, Inc. (Nasdaq: BOLT), a biotechnology company, since December 2020, and Precipio, Inc. (Nasdaq: PRPO), a cancer diagnostics and reagent technology company, since August 2018, as well as several private biotechnology and biopharmaceutical companies. From July 2014 to July 2016, Ms. LaPorte served in various roles at Nodality Inc., a biotechnology company, including as Chief Executive Officer from July 2015 to July 2016 and Chief Business Officer from July 2014 to July 2015. Prior to that, Ms. LaPorte co-founded HealthTech Capital, an investment group, co-founded New Leaf Venture Partners, an investment fund, and served as general partner of Sprout Group, an investment fund. Ms. LaPorte earned her B.S. in Biology from Yale University and her M.B.A. from the Stanford University Graduate School of Business.

We believe Ms. LaPorte is qualified to serve on our Board because of her experience as an executive, founder and board member focused on life sciences.

Class III Director Nominees

Derek DiRocco, Ph.D.  Dr. DiRocco has served as a member of our Board since April 2018.  Dr. DiRocco has been a partner at RA Capital Management, LLC, an investment advisory firm that invests in healthcare and life science companies, since December 2020 and was previously a principal from December 2017 to December 2020 and an analyst from June 2015 to December 2017 and an associate from July 2013 to June 2015.  Dr. DiRocco earned his Ph.D. in Pharmacology from the University of Washington and his B.A. in Biology from College of the Holy Cross.

We believe Dr. DiRocco is qualified to serve on our Board because of his experience as an investor in biotechnology companies and role in early stage companies.

Lota Zoth, C.P.A.  Ms. Zoth has served as a member of our Board since August 2020.  Ms. Zoth has served as a member of the board of directors and chair of the audit committee of Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical company, since November 2016, as chair of the board of directors from September 2019 to January 2022 and as lead director since January 2022. She has served as a member of the board of directors and chair of the audit committee of Lumos Pharma, Inc.(Nasdaq: LUMO) (previously, NewLink Genetics Corporation), a biopharmaceutical company, since November 2012.  She has also served as a member of the board of directors and chair of the audit committee of Inovio Pharmaceuticals, Inc. (Nasdaq: INO), a biotechnology company, since January 2018 and August 2018, respectively.  Previously, she served as a member of the board of Spark Therapeutics, Inc., a gene therapy platform company, from January 2016 to December 2019, Circassia Pharmaceuticals, plc (LON: CIR), a specialty biopharmaceutical company, from February 2015 to February 2019, Orexigen Therapeutics, Inc., a biopharmaceutical company, from April 2012 to May 2019, Aeras, a non-profit product development organization, from November 2011 to October 2018, Hyperion Therapeutics, Inc., a commercial-stage biopharmaceutical company, from February 2008 to May 2015 and Ikaria, Inc., a commercial-stage biopharmaceutical company, from January 2008 to February 2014.  Prior to her retirement, Ms. Zoth most recently served as Senior Vice President and Chief Financial Officer of MedImmune, Inc., a biotechnology company, from April 2004 to July 2007 and as Vice President, Controller & Chief Accounting Officer from August 2002 to April 2004.  Ms. Zoth is a Certified Public Accountant and received her B.B.A. from Texas Tech University.

We believe Ms. Zoth is qualified to serve on our Board because of her experience as a senior executive and member of the board of other life science companies.

Board Recommendation

The Board recommends a vote “FOR”“FOR” the election of each of the Class III director nominees set forth above to serve until the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified.above.

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PROPOSAL 2:  RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAUDITOR SELECTION

Our Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending December 31, 2020, and in2022.  In this Proposal 2 we are asking stockholders to vote to ratify this selection. KPMG has served as our independent auditor since 2020. Representatives of KPMG are expected to be present at the Annual Meeting.  They will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.questions from stockholders.

Stockholder ratification of the selection of KPMG as the Company’s independent registered public accounting firmauditor is not required by law or our bylaws.  However, we are seeking stockholder ratification as a matter of good corporate practice.  If our stockholders fail to ratify the selection, our Audit Committeethe committee will reconsider its selection.  Even if the selection is ratified, our Audit Committee,the committee, in its discretion, may direct the selection of a different independent registered public accounting firmauditor at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

KPMG served as our independent auditor for the year ended December 31, 2021, and the year ended December 31, 2020 (on or after April 17, 2020). Deloitte & Touche LLP (“Deloitte”) wasserved as our independent registered public accounting firm for the year ended December 31, 2019.  Brightman Almagor Zohar & Co. (“Brightman”), a Firm in the Deloitte Global Network, was our independent registered public accounting firm for the year ended December 31, 2018.auditor before April 17, 2020.  The following table summarizes the audit fees billed and expected to be billed by KPMG and Deloitte (after December 24, 2019)for the indicated fiscal years and Brightman (before December 24, 2019)the fees billed to usby KPMG and Deloitte for each ofall other services rendered during the last twoindicated fiscal years.  All ofservices associated with such services and fees were pre-approved by our audit committeeAudit Committee in accordance with the “Pre-Approval Policies and Procedures” described below.

Pre-Approval Policies and Procedures

Our Audit Committee has adopted procedures requiring the pre-approval of all audit and non-audit services performed by our independent registered public accounting firmauditor in order to assure that these services do not impair the auditor’s independence.  These procedures generally approve the performance of specific services subject to a cost limit for all such services.  This general approval is to be reviewed, and if necessary modified, at least annually.  Management must obtain the specific prior approval of the Audit Committeecommittee for each engagement of the independent registered public accounting firmour auditor to perform other audit-related or other non-audit services.  The Audit Committeecommittee does not delegate its responsibility to approve services performed by the independent registered public accounting firmour auditor to any member of management.  Our Audit CommitteeThe committee has delegated authority to the committee chair to pre-approve any audit or non-audit service to be provided to us by our independent registered public accounting firmauditor provided that the fees for such services do not exceed $100,000.  Any approval of services by the committee chair pursuant to this delegated authority must be reported to the Audit Committeecommittee at theits next meeting of the committee.regularly scheduled meeting.

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Recent Changes in Independent Registered Public Accounting Firm

Dismissal of Deloitte

As previously reported on the Current Report on Form 8-K filed with the SEC on April 23, 2020, following a competitive process with several participants, the Audit Committee on April 17, 2020 dismissed Deloitte as the Company’s independent registered public accounting firm,auditor, effective as of that date.

Deloitte’s audit report on our consolidated financial statements for the year ended December 31, 2019, the only year for which Deloitte audited the Company’s financial statements, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.  Deloitte expressed no opinion on the effectiveness of the Company’s internal control over financial reporting, as the Company was not required to have, nor did the Company engage Deloitte to perform, an audit of the Company’s internal control over financial reporting.

During the Company’s fiscal year ended December 31, 2019 and the subsequent interim period through (and including) April 16, 2020, there were (i) no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreements in its report on the Company’s consolidated financial statements for such year, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except as set forth in the following sentence.  As previously disclosed under Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, during the audit of the consolidated financial statements for the period from January 18, 2018 (inception) to December 31, 2018, the Company reported material weaknesses in its internal controls over financial reporting relating to (1) the lack of employees with sufficient expertise in U.S. generally accepted accounting principles, and (2) the lack of risk assessment procedures.  Such remediation efforts were ongoingThese issues have been remediated as of December 31, 2019.2020.

Appointment of KPMG LLP

The Audit Committee, on and effective as of April 17, 2020, appointed KPMG LLP (“KPMG”) as 89bio’s independent registered public accounting firmauditor for the year endingended December 31, 2020.  During the fiscal years ended December 31, 2018 and December 31, 2019 and the subsequent interim periods through April 16, 2020, neither the Company nor anyone acting on its behalf consulted with KPMG, regarding either:  (i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company 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 Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

DismissalReport of Brightmanthe Audit Committee

As previously reported onThe Audit Committee has reviewed and discussed the Current Report on Form 8-K filedaudited financial statements for the year ended December 31, 2021 with the SEC on December 31, 2019, the Audit Committee on December 24, 2019 dismissed Brightman asCompany’s management and with KPMG, the Company’s independent registered public accounting firm, effective asfirm.  The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable standards of that date. On the same date,Public Company Accounting Oversight Board (“PCAOB”) and the SEC.  The Audit Committee has also received the written disclosures and the letter from KPMG pursuant to applicable PCAOB requirements regarding its communications with the Audit Committee approvedconcerning independence, and the appointment of Deloitte asAudit Committee has discussed with KPMG its independence.  Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s new independent registered public accounting firm.  

9

Brightman’s reportsAnnual Report on our financial statements did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except thatForm 10-K for the report from inception January 18, 2018 through December 31, 2018 contained an explanatory paragraph expressing substantial doubt as to the Company’s ability to continue as a going concern as a result of recurring losses and negative cash flows.  

During the fiscal year ended December 31, 2018 and2021 for filing with the subsequent interim period through December 24, 2019, there were (i) no disagreements (as that termSEC.

This report is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) betweenprovided by the Company and Brightman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which disagreements, if not resolved to the satisfaction of Brightman would have caused Brightman to make reference thereto in their reportsfollowing directors who served on the financial statementsAudit Committee through the filing of the Company’s Annual Report on Form 10-K for such years and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and related instructions).

During the fiscal year ended December 31, 2018 and the subsequent interim period through December 24, 2019, neither the Company, nor anyone acting on its behalf, consulted with Deloitte regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Deloitte did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to the 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 Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).2021:

Steven Altschuler, M.D.
Derek DiRocco, Ph.D.
Michael Hayden, M.B. Ch.B., Ph.D.
Lota Zoth, C.P.A. (Chair)

Board Recommendation

The Board recommends a vote “FOR”“FOR” the ratification of the selection of KPMG LLPto serve as our independent auditor.

CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our Board.  Our Board has adopted a set of Principles of Corporate Governance as a framework for the governance of the Company, which is posted on our website located at https://IR.89bio.com, under “Corporate Governance.”

Board Composition

Director Nomination Process

The Nominating Committee is responsible for, among other things, overseeing succession planning for directors and building a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders.  In this regard, the committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills and experience that are currently represented on the Board and the skills and experience that the Board may find valuable in the future, and identifying, evaluating and recommending potential director candidates.

In identifying potential candidates for Board membership, the Nominating Committee considers recommendations from directors, stockholders, management and others, including, from time to time, third-party search firms, which it engaged in 2021, to assist it in locating qualified candidates.  The committee does not distinguish between nominees recommended by stockholders and other nominee recommendations.  Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities.  As part of this vetting process, the committee, as well as other members of the Board and the CEO, may conduct interviews with the candidates.  If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.

Criteria for Board Membership

In assessing potential candidates for Board membership, and in assessing Board composition, the Nominating Committee considers a wide range of factors, including directors’ experience, knowledge, integrity, understanding of our business environment and specific skills they may possess that are helpful to the Company (including leadership experience, financial expertise and industry knowledge).  The committee seeks to balance the experience, skills and characteristics represented on the Board and does not assign specific weight to any of these factors.  In addition, the committee generally believes it is important for all Board members to possess the highest personal and professional ethics, integrity and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters, and a willingness to represent the long-term interests of all our stockholders.

Board Diversity

The Nominating Committee seeks to achieve a diversity of occupational and personal backgrounds on the Board, including with respect to gender, race/ethnicity, national background, geography, sexual orientation and age and assesses its effectiveness in this regard in connection with its annual review of the Board’s composition.

The Nominating Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.  In this regard, our current Board of eight directors includes two female directors (25%), one director who is racially/ethnically diverse (12%) and one director who identifies as LGBTQ+ (12%).

In accordance with Nasdaq’s recently adopted board diversity listing standards, we are disclosing aggregated statistical information about our Board’s self-identified gender and racial characteristics and LGBTQ+ status as voluntarily confirmed to us by each of our directors.

Stockholder Recommendations for Directors

It is the Nominating Committee’s policy to consider written recommendations from stockholders for nominees for director.  The committee considers nominees recommended by our stockholders in the same manner as a nominee recommended by our Board members or management.  Any such recommendations should be submitted to the committee as described in the section titled “Stockholder Communications” below and should include the following information:  (i) all information about the nominee that is required to be disclosed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such nominee’s written consent to being named in the proxy statement as a director nominee and to serving as a director, if elected); (ii) such person’s written consent to serving as a director, if elected, for the full term for which such person is standing for election; (iii) the name(s) and address(es) for each stockholder of record and beneficial owner of shares of common stock held in “street name” making the nomination and the number of shares of common stock that are owned beneficially and of record by each such stockholder and beneficial owner of shares of common stock held in “street name”; and (iv) such stockholder’s representation that he or she (or a qualified representative) intends to appear at the meeting to make such nomination.

Board Leadership Structure

Dr. Steven M. Altschuler serves as our independent Chairman while Rohan Palekar serves as our Chief Executive Officer.  Our Principles of Corporate Governance provide our Board with the flexibility to combine or separate the positions of Chairman and CEO.  Currently, the Board believes that the roles of Chairman and CEO should be separate and that the Chairman should be an independent director as this structure enables our independent Chairman to oversee corporate governance matters and our CEO to focus on leading the Company’s business.  At any time when there is not an independent Chairman, the Board will designate one or more independent directors to serve as lead director.

The independent directors have the opportunity to meet in executive session without management present at every regular Board meeting and at such other times as may be determined by the Chairman.  The purpose of these executive sessions is to encourage and enhance communication among independent directors.

The Board believes that its programs for overseeing risk, as described in the “Board Risk Oversight” section below, would be effective under a variety of leadership frameworks.  Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

Director Independence

Nasdaq listing rules require a majority of a listed company’s board of directors to be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Exchange Act.

Our Board undertook a review of its composition and the independence of each director.  Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of our current directors listed above under “Information Regarding Director Nominees and Continuing Directors,” with the exception of Rohan Palekar, is an “independent director” as defined under the Nasdaq listing rules.  Mr. Palekar is not an independent director because he is our Chief Executive Officer.  In making such determinations, our Board considered the relationships that each such non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.  Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the additional independence criteria under the Exchange Act.

Board Committees

Our Board has a separately designated Audit Committee, Compensation Committee, Nominating Committee and Science Committee, each of which is comprised solely of independent directors with the membership and responsibilities described below.  Members serve on these committees until their resignation or until otherwise determined by our Board.  Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at https://IR.89bio.com, under “Corporate Governance.”

*Represents current committee membership

** In addition to informal calls and taking action by written consent.

Audit Committee.The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company and its subsidiaries, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, effectiveness and independence of the outside auditor.  This includes reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls.  The committee also makes recommendations to the Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K.

Ms. Zoth qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules.

Compensation Committee.The primary responsibilities of our Compensation Committee are to periodically review and approve the compensation and other benefits for our senior officers and directors.  This includes reviewing and approving corporate goals and objectives relevant to the compensation of our senior officers, evaluating the performance of these officers in light of the goals and objectives, and setting the officers’ compensation based on those evaluations.  The committee also administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans.

The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the committee.  The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers.  Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans, but will not be present during voting or deliberations on their own compensation.  The committee has the authority to engage independent advisors, such as compensation consultants, to assist it in carrying out its responsibilities.  The Compensation Committee engaged Kara Halvorsen Consulting LLC, Aon Hewitt/Radford and Zviran Compensation and Benefit Solutions Ltd. in 2021 to provide advice regarding the amount and form of executive and director compensation.

Nominating Committee.  The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, develop and recommend to the Board criteria for identifying and evaluating qualified director candidates, and make recommendations to the Board regarding candidates for election or reelection to the Board at each annual stockholders’ meeting.  In addition, the committee is responsible for overseeing our corporate governance practices and making recommendations to the Board concerning corporate governance matters.  The committee is also responsible for making recommendations to the Board concerning the structure, composition and functioning of the Board and its committees.

Science Committee.  The primary responsibilities of our Science Committee are to review and advise management on clinical and technology operations functions of the Company, as well as identifying and assessing business development opportunities from a scientific and technical perspective.  In addition, the Science Committee is responsible for making recommendations to the Board regarding research and development strategies and opportunities.

Board Risk Oversight

We believe that risk management is an important part of establishing and executing on the Company’s business strategy.  Our Board, as a whole and at the committee level, focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage and mitigate those risks.  The committees oversee specific risks within their purview, as follows:

Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks.  While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

Other Corporate Governance Practices and Policies

Director Attendance

The Board met seven times during the year ended December 31, 2021.  During 2021, each current member of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.  Directors are encouraged to attend the annual meeting of stockholders.  All of our directors then serving on the Board attended the 2021 Annual Meeting of Stockholders.

Stockholder Communications

Stockholders and other interested parties may communicate with our Board or a particular director by sending a letter addressed to the Board or a particular director to our Corporate Secretary at the address set forth on the first page of this Proxy Statement.  These communications will be compiled and reviewed by our Corporate Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director.  The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).

To enable the Company to speak with a single voice, as a general matter, senior management serves as the Company’s independent registered public accounting firmprimary spokesperson for the Company and is responsible for communicating with various constituencies, including stockholders, on behalf of the Company.  Directors may participate in discussions with stockholders and other constituencies on issues where Board-level involvement is appropriate.  In addition, the Board is kept informed by senior management of the Company’s stockholder engagement efforts.

Code of Conduct

Our Board has adopted a Code of Business Conduct and Ethics that establishes the standards of ethical conduct applicable to all our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets, and how to report compliance concerns.

A copy of the code is available on our website located at https://IR.89bio.com, under “Corporate Governance.” We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by applicable rules.  Our Board is responsible for applying and interpreting the code in situations where questions are presented to it.

Anti-Hedging Policy

We have a policy that prohibits our employees, officers, directors and consultants from engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) hedging transactions.

Compensation Committee Interlocks

None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees.  None of our executive officers currently serves, or in the past fiscal year ending December 31, 2020.has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Director Compensation

10Non-Employee Director Compensation Policy

We adopted a policy for compensating our non-employee directors with a combination of cash and equity.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEUnder the policy, each director who is not an employee is entitled to receive cash compensation as set forth below (all such amounts paid in quarterly installments):

Directors

In addition, the Compensation Committee may in its discretion grant equity awards to any or all non-employee directors under the Amended and Executive OfficersRestated 2019 Equity Incentive Plan (the “2019 Plan”).  Such awards may include: (i) an initial, one-time equity award granted to a new non-employee director upon his or her election to our Board; (ii) equity awards granted to non-employee directors on an annual basis for their service on our Board; and/or (iii) equity awards granted to non-employee directors on an annual basis for their service in a leadership role or on a committee of our Board. During 2021, we made an initial award of 25,000 stock options to Ms. LaPorte, which vest in equal installments on each of the first three anniversaries of the dates of grant, subject to continued service through each such date. In addition, each director who served on the Board during 2021, other than Ms. LaPorte, received an annual grant of 12,500 stock options, which vest in full on the one-year anniversary of the date of grant, subject to continued service through such dates.

We reimburse all necessary and reasonable out-of-pocket expenses incurred by non-employee directors in connection with their service on our Board, subject to any applicable Company policies that may be in effect from time to time.

A non-employee director may decline all or any portion of his or her compensation by giving notice to us prior to, as the case may be, the date cash is to be paid or equity awards are to be granted.

Our Board periodically reviews our director compensation program and may revise the compensation arrangements for our directors from time to time.

Fiscal Year 2021 Non-Employee Director Compensation Table

The following table sets forth certainshows the compensation earned in 2021 by the non-employee directors who served on the Board during such year. Dr. Atkinson is not included in the table below as he joined the Board in February 2022.

Directors who are also employees, such as Mr. Palekar, do not receive any compensation for their services as our directors.  The compensation received by Mr. Palekar as our Chief Executive Officer is presented in the 2021 Summary Compensation Table below.

Indemnification Agreements

We have entered into indemnification agreements with our officers and directors.  The indemnification agreements and our amended and restated bylaws require us to indemnify these individuals to the fullest extent permitted by Delaware law.

EXECUTIVE OFFICERS

Biographical and other information regarding members of our Board and our executive officers as of the date of this Proxy Statement.is set forth below.  There are no family relationships among any of our directors or executive officers.

Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors (Mr. Palekar and Dr. Grunberg), who are up for reelection for a new term expiring at the 2023 Annual Meeting of Stockholders; two Class II directors (Drs. Altschuler and Hayden), whose terms expire at the 2021 Annual Meeting of Stockholders; and two Class III directors (Dr. DiRocco and Ms. Naschitz), whose terms expire at the 2022 Annual Meeting of Stockholders (in all cases until their successors have been elected and qualified or until the earlier of their resignation or removal).

The following is a biographical summary of the experience of our directors and executive officers:

Class I Director Nominees

Rohan Palekar

Mr. Palekar has served as our Chief Executive Officer and a member of our Board since June 2018. Prior to joining our company, Mr. Palekar served as the president and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a specialty pharmaceutical company, from December 2015 to July 2017, where he led the company following its acquisition by Otsuka Pharmaceutical Co., Ltd. in 2015. Mr. Palekar also served as Executive Vice President and Chief Operating Officer of Avanir in 2015 and as Senior Vice President and Chief Commercial Officer of Avanir from March 2012 to March 2015. Prior to Avanir, Mr. Palekar served as Chief Commercial Officer for Medivation, Inc., a biopharmaceutical company, from 2008 to 2011, where he was responsible for all commercial activities, chemistry, manufacturing and controls, medical affairs and public relations functions. Prior to Medivation, Mr. Palekar spent over 16 years at Johnson & Johnson, a diversified healthcare company, in various senior commercial and strategic management roles. Mr. Palekar earned his M.B.A. from the Tuck School of Business at Dartmouth College, his B.Com. in Accounting from the University of Mumbai and his L.L.B. in Law from the University of Mumbai.

We believe Mr. Palekar is qualified to serve on our Board because of his broad and long experience in the biopharmaceutical industry.

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Gregory Grunberg, M.D.

Dr. Grunberg has served as a member of our Board since April 2018. Dr. Grunberg has been a Managing Director at Longitude Capital Management Co., LLC, a venture capital firm, since February 2012. Prior to joining Longitude, Dr. Grunberg was a Principal at Rho Ventures, a venture capital firm, where he worked from May 2007 to January 2012. Dr. Grunberg maintains a limited clinical practice in internal medicine and affiliations with University of California, San Francisco and Kaiser Permanente. Dr. Grunberg has served on the boards of Kala Pharmaceuticals Inc., a pharmaceutical company, since April 2016, and WelbeHealth LLC, a private healthcare services company, since April 2018. He has served as a board observer at Sydnexis, Inc., a private biotechnology company, since September 2017. He previously served on the board of California Cryobank (acquired by GI Partners) from August 2014 to August 2018 and led Longitude’s investment in Practice Fusion (acquired by Allscripts Healthcare Solutions, Inc.). While at Rho Ventures he served on the board of AqueSys Inc. (acquired by Allergan plc) from June 2010 to December 2011 and was a board observer at both SARCode Bioscience Inc. (acquired by Shire plc) from June 2011 to February 2012 and PHT Corporation (acquired by eResearchTechnology, Inc.) from November 2010 to November 2012. Dr. Grunberg earned his M.D. and M.B.A. from Duke University and his A.B. in Economics and English from Amherst College.

We believe Dr. Grunberg is qualified to serve on our Board because of his extensive experience investing in and guiding early phase companies.

Class II Directors

Steven M. Altschuler, M.D.

Dr. Altschuler has served as a member of our Board since March 2020. Dr. Altschuler has served as a Managing Director, Healthcare Ventures, of Ziff Capital Partners, a private investment firm, since May 2018. He previously served as a consultant to the University of Miami Health Care System from September 2017 through December 2017, the Chief Executive Officer of University of Miami Health Care System and Executive Vice President for Healthcare at the University of Miami from January 2016 to September 2017, and the Chief Executive Officer of The Children’s Hospital of Philadelphia (“CHOP”) from April 2000 until June 2015. Prior to assuming the role of Chief Executive Officer, Dr. Altschuler held several positions at CHOP and the Perelman School of Medicine at the University of Pennsylvania, including Physician-in-Chief/Chair of Pediatrics and chief of the Division of Gastroenterology, Hepatology and Nutrition. Dr. Altschuler has served as a director of WW International, Inc. since September 2012, as a director of Adtalem Global Education Inc. since May 2018 and as a director of Orchard Therapeutics plc since January 2020. He previously served as Chair of the board of directors of Spark Therapeutics, Inc. from March 2013 to December 2019. Dr. Altschuler received a B.A. in mathematics and an M.D. from Case Western Reserve University.

We believe Dr. Altschuler is qualified to serve on our Board because of his extensive experience as a senior executive of various healthcare providers and member of the board of other life science companies.

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Michael Hayden, M.B. Ch.B., Ph.D.

Dr. Hayden has served as a member of our Board since April 2018. Dr. Hayden has served as a Killam Professor at the University of British Columbia since 1983 and serves as the director of the Translational Laboratory in Genetic Medicine at the National University of Singapore and A*STAR. Dr. Hayden was the President of Global Research and Development and Chief Scientific Officer at Teva Pharmaceutical Industries Ltd., a pharmaceutical company, from May 2012 to December 2017, and served as an advisor to Teva from December 2017 to August 2018. During this time approximately 35 new products were approved in major markets with many for diseases of the CNS such as migraine. He led the development of the first deuterated drug to be approved by the FDA and the second drug ever to be approved for Huntington disease. He is also the Founder and a Senior Scientist of the Centre for Molecular Medicine and Therapeutics at the University of British Columbia. Dr. Hayden has served on the boards of AbCellera Biologics Inc., a biopharmaceutical company, since October 2019, Aurinia Pharmaceuticals Inc., a biopharmaceutical company, since February 2018, Ionis Pharmaceuticals, Inc., a biopharmaceutical company, since September 2018, and Xenon Pharmaceuticals, Inc., a pharmaceutical company, since November 1996. Dr. Hayden received his M.B. Ch.B. in Medicine, Ph.D. in Genetics and Diploma in Child Health from the University of Cape Town. He received his American Board Certification in both internal medicine and clinical genetics from Harvard Medical School and an FRCPC in internal medicine from the University of British Columbia.

We believe Dr. Hayden is qualified to serve on our Board because of his extensive experience as a senior executive and member of the board of other life science companies.

Class III Directors

Derek DiRocco, Ph.D.

Dr. DiRocco has served as a member of our Board since April 2018. Dr. DiRocco has been a principal at RA Capital Management, LLC, an investment advisory firm that invests in healthcare and life science companies, since December 2017 and was previously an analyst from June 2015 to December 2017 and an associate from July 2013 to June 2015. Dr. DiRocco earned his Ph.D. in Pharmacology from the University of Washington and his B.A. in Biology from College of the Holy Cross.

We believe Dr. DiRocco is qualified to serve on our Board because of his experience as an investor in biotechnology companies and role in early stage companies.

Anat Naschitz

Ms. Naschitz has served as a member of our Board since January 2018, and played a key role in creating 89bio Ltd. as a spinout from a pharmaceutical company. Ms. Naschitz has served as Managing Director at OrbiMed, a global healthcare investment firm, since January 2010. Ms. Naschitz has over 20 years of healthcare experience. Previously, Ms. Naschitz created, invested in and advised healthcare companies across stages and substance. She was an Associate Partner with McKinsey in London from 1995 to 2002, where she managed strategy, company formation through spinouts and mergers and acquisitions projects for senior management of the world’s leading pharmaceutical and biotechnology companies. Subsequently, Ms. Naschitz was a Principal at Apax Partners, where she invested in healthcare companies. She currently serves on the boards of biotech and digital health companies and served on the board of Medigus Ltd., a medical device company, from March 2013 to June 2017. Ms. Naschitz earned her M.B.A. at INSEAD and her L.L.B. at Tel Aviv University.

We believe Ms. Naschitz is qualified to serve on our board of directors because of her long industry experience and experience as an investor in biotechnology companies.

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Executive Officers

Ram WaisbourdReport of the Audit Committee

Mr. WaisbourdThe Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2021 with the Company’s management and with KPMG, the Company’s independent registered public accounting firm.  The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.  The Audit Committee has also received the written disclosures and the letter from KPMG pursuant to applicable PCAOB requirements regarding its communications with the Audit Committee concerning independence, and the Audit Committee has discussed with KPMG its independence.  Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

This report is provided by the following directors who served on the Audit Committee through the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021:

Steven Altschuler, M.D.
Derek DiRocco, Ph.D.
Michael Hayden, M.B. Ch.B., Ph.D.
Lota Zoth, C.P.A. (Chair)

Board Recommendation

The Board recommends a vote “FOR” the ratification of the selection of KPMG to serve as our Chief Operating Officer and Chief Business Officer since May 2018. Prior to joining our company, Mr. Waisbourd served as Vice President of Strategy and Transformation, Global Research and Development, at Teva Pharmaceutical Industries Ltd., a pharmaceutical company, from November 2016 to April 2018, where he was responsible for Teva research and development strategy, novel pipeline funding transactions and digital initiatives. Mr. Waisbourd also served as Vice President of Transformational Initiatives and Operations, Global Research and Development at Teva from September 2015 to October 2016 and Senior Director, Chief of the Research and Development Office from August 2012 to August 2015. Previously, Mr. Waisbourd served as Vice President of Business Development of XTL Biopharmaceuticals Ltd., a biotechnology company, and as Vice President of Biomedical Investments, an investment fund. Mr. Waisbourd earned his M.B.A. from Tel-Aviv University and his B.Sc. in Economics from The Wharton School at the University of Pennsylvania.independent auditor.

Ryan Martins

Mr. Martins has served as our Chief Financial Officer since July 2019 and previously served as consultant since April 2019. Prior to joining our company, Mr. Martins was Chief Financial Officer at Revolution Medicines, Inc., from March 2018 to October 2018, where he was responsible for all aspects of the finance function including financial accounting, capital planning, audit, tax and investor relations. Before Revolution Medicines, Mr. Martins was Vice President and Head of Corporate Strategy and Investor Relations at Ultragenyx Pharmaceutical, Inc., from September 2015 to March 2018, where he was responsible for strategic planning, capital raising, investor relations and assisting business development. Prior to Ultragenyx, Mr. Martins spent nearly 10 years as a biotechnology analyst at Jefferies, Lazard, and Barclays/Lehman Brothers after holding operating roles at Chiron Corporation from 2001 to 2006. Mr. Martins earned his B.Sc. in Life Sciences from St. Xavier’s College, a M.S. degree in Biology from Virginia Tech and an M.B.A. from the Haas School of Business at U.C. Berkeley.

Hank Mansbach, M.D.

Dr. Mansbach has served as our Chief Medical Officer since December 2018. Prior to joining our company, Dr. Mansbach was at Ultragenyx Pharmaceutical Inc., a biotechnology company where he served as Head of Global Clinical Development for Metabolic and Neurologic Diseases from June 2018 to December 2018, Vice President of Global Clinical Development and Ultra Programs from March 2017 to June 2018 and Vice President of Medical Affairs from May 2015 to March 2017. During his time at Ultragenyx, Dr. Mansbach was responsible for leading clinical development programs for metabolic disorders and building and leading the Medical Affairs team. Before Ultragenyx, Dr. Mansbach served as Vice President of Medical Affairs at Medivation, Inc., a biopharmaceutical company, from August 2009 to April 2015, where he played a key role in the development and commercialization of enzalutamide for the treatment of advanced prostate cancer. Earlier in his career, Dr. Mansbach served as Senior Vice President of Global Drug Development at Valeant Pharmaceuticals and Chief Medical Officer at Cortex Pharmaceuticals, Inc., a pharmaceutical company. Dr. Mansbach began his industry career at Glaxo Wellcome after clinical practice and research in neurology. He earned his M.D. from Duke University and a B.A. in Philosophy from Yale University.

Quoc Le-Nguyen

Mr. Le-Nguyen has served as our Chief Technical Operations Officer and Head of Quality since March 2019. Prior to joining our company, Mr. Le-Nguyen was Senior Vice President, Global Head of Technical Operations & Quality for Aduro BioTech, Inc., a biotechnology company, from September 2015 to July 2018, where he was responsible for clinical supply including analytical and process development, manufacturing, supply chain and quality for cell therapy, small molecule and antibody platforms. Prior to Aduro, Mr. Le-Nguyen was the Vice President of Manufacturing Operations for Bayer AG from September 2007 to September 2013, where he was responsible for the Betaferon/Betaseron franchise. Prior to Bayer, Mr. Le-Nguyen worked in biologics manufacturing for Novartis International AG, Chiron Corporation and BioMarin Pharmaceutical Inc. Mr. Le-Nguyen earned his B.S. in Biochemistry from the University of California, Davis.

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Corporate GovernanceCORPORATE GOVERNANCE

Our business affairs are managed under the direction of our Board.  Our Board has adopted a set of Principles of Corporate Governance as a framework for the governance of the Company, which is posted on our website located at www.89bio.comhttps://IR.89bio.com, under “Corporate Governance.”

Board Composition

Director Nomination Process

The Nominating Committee is responsible for, among other things, overseeing succession planning for directors and building a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders.  In this regard, the committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills and experience that are currently represented on the Board and the skills and experience that the Board may find valuable in the future, and identifying, evaluating and recommending potential director candidates.

In identifying potential candidates for Board membership, the Nominating Committee considers recommendations from directors, stockholders, management and others, including, from time to time, third-party search firms, which it engaged in 2021, to assist it in locating qualified candidates.  The committee does not distinguish between nominees recommended by stockholders and other nominee recommendations.  Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities.  As part of this vetting process, the committee, as well as other members of the Board and the CEO, may conduct interviews with the candidates.  If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.

Criteria for Board Membership

In assessing potential candidates for Board membership, and in assessing Board composition, the Nominating Committee considers a wide range of factors, including directors’ experience, knowledge, integrity, understanding of our business environment and specific skills they may possess that are helpful to the Company (including leadership experience, financial expertise and industry knowledge).  The committee seeks to balance the experience, skills and characteristics represented on the Board and does not assign specific weight to any of these factors.  In addition, the committee generally believes it is important for all Board members to possess the highest personal and professional ethics, integrity and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters, and a willingness to represent the long-term interests of all our stockholders.

Board Diversity

The Nominating Committee seeks to achieve a diversity of occupational and personal backgrounds on the Board, including with respect to gender, race/ethnicity, national background, geography, sexual orientation and age and assesses its effectiveness in this regard in connection with its annual review of the Board’s composition.

The Nominating Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.  In this regard, our current Board of eight directors includes two female directors (25%), one director who is racially/ethnically diverse (12%) and one director who identifies as LGBTQ+ (12%).

In accordance with Nasdaq’s recently adopted board diversity listing standards, we are disclosing aggregated statistical information about our Board’s self-identified gender and racial characteristics and LGBTQ+ status as voluntarily confirmed to us by each of our directors.

Stockholder Recommendations for Directors

It is the Nominating Committee’s policy to consider written recommendations from stockholders for nominees for director.  The committee considers nominees recommended by our stockholders in the same manner as a nominee recommended by our Board members or management.  Any such recommendations should be submitted to the committee as described in the section titled “Stockholder Communications” below and should include the following information:  (i) all information about the nominee that is required to be disclosed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such nominee’s written consent to being named in the proxy statement as a director nominee and to serving as a director, if elected); (ii) such person’s written consent to serving as a director, if elected, for the full term for which such person is standing for election; (iii) the name(s) and address(es) for each stockholder of record and beneficial owner of shares of common stock held in “street name” making the nomination and the number of shares of common stock that are owned beneficially and of record by each such stockholder and beneficial owner of shares of common stock held in “street name”; and (iv) such stockholder’s representation that he or she (or a qualified representative) intends to appear at the meeting to make such nomination.

Board Leadership Structure

Dr. Steven M. Altschuler serves as our independent Chairman while Rohan Palekar serves as our Chief Executive Officer.  Our Principles of Corporate Governance provide our Board with the flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer.CEO.  Currently, the Board believes that the roles of Chairman and CEO should be separate and that the Chairman should be an independent director.director as this structure enables our independent Chairman to oversee corporate governance matters and our CEO to focus on leading the Company’s business.  At any time when there is not an independent Chairman, the Board will designate one or more independent directors to serve as lead director.

In March 2020, we appointed Dr. Steven M. AltschulerThe independent directors have the opportunity to servemeet in executive session without management present at every regular Board meeting and at such other times as a directormay be determined by the Chairman.  The purpose of these executive sessions is to encourage and as ourenhance communication among independent Chairman. Ourdirectors.

The Board believes that thisits programs for overseeing risk, as described in the “Board Risk Oversight” section below, would be effective under a variety of leadership frameworks.  Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

Director Independence

Nasdaq listing rules require a majority of a listed company’s board of directors to be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Exchange Act.

Our Board undertook a review of its composition and the independence of each director.  Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of our current directors listed above under “Information Regarding Director Nominees and Continuing Directors,” with the exception of Rohan Palekar, is an “independent director” as defined under the Nasdaq listing rules.  Mr. Palekar is not an independent director because he is our Chief Executive Officer.  In making such determinations, our Board considered the relationships that each such non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.  Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the additional independence criteria under the Exchange Act.

Board Committees

Our Board has a separately designated Audit Committee, Compensation Committee, Nominating Committee and Science Committee, each of which is comprised solely of independent directors with the membership and responsibilities described below.  Members serve on these committees until their resignation or until otherwise determined by our Board.  Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at https://IR.89bio.com, under “Corporate Governance.”

*Represents current committee membership

** In addition to informal calls and taking action by written consent.

Audit Committee.The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company and its subsidiaries, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, effectiveness and independence of the outside auditor.  This includes reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls.  The committee also makes recommendations to the Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K.

Ms. Zoth qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules.

Compensation Committee.The primary responsibilities of our Compensation Committee are to periodically review and approve the compensation and other benefits for our senior officers and directors.  This includes reviewing and approving corporate goals and objectives relevant to the compensation of our senior officers, evaluating the performance of these officers in light of the goals and objectives, and setting the officers’ compensation based on those evaluations.  The committee also administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans.

The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the committee.  The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers.  Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans, but will not be present during voting or deliberations on their own compensation.  The committee has the authority to engage independent advisors, such as compensation consultants, to assist it in carrying out its responsibilities.  The Compensation Committee engaged Kara Halvorsen Consulting LLC, Aon Hewitt/Radford and Zviran Compensation and Benefit Solutions Ltd. in 2021 to provide advice regarding the amount and form of executive and director compensation.

Nominating Committee.  The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, develop and recommend to the Board criteria for identifying and evaluating qualified director candidates, and make recommendations to the Board regarding candidates for election or reelection to the Board at each annual stockholders’ meeting.  In addition, the committee is responsible for overseeing our corporate governance practices and making recommendations to the Board concerning corporate governance matters.  The committee is also responsible for making recommendations to the Board concerning the structure, workscomposition and functioning of the Board and its committees.

Science Committee.  The primary responsibilities of our Science Committee are to review and advise management on clinical and technology operations functions of the Company, as well as it enables our independent Chairmanidentifying and assessing business development opportunities from a scientific and technical perspective.  In addition, the Science Committee is responsible for making recommendations to oversee corporate governance mattersthe Board regarding research and our CEO to focus on leading the Company’s business.development strategies and opportunities.

Board Risk Oversight Process

We believe that risk management is an important part of establishing updating and executing on the Company’s business strategy.  Our Board, as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations and financial condition and performance of the Company. Our Board focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage and mitigate those risks.  The committees oversee specific risks within their purview, as follows:

Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks.  While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

Other Corporate Governance Practices and Policies

Director IndependenceAttendance

OurThe Board undertook a reviewmet seven times during the year ended December 31, 2021.  During 2021, each current member of the compositionBoard attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.  Directors are encouraged to attend the annual meeting of stockholders.  All of our directors then serving on the Board attended the 2021 Annual Meeting of Stockholders.

Stockholder Communications

Stockholders and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships,other interested parties may communicate with our Board has determined that eachor a particular director by sending a letter addressed to the Board or a particular director to our Corporate Secretary at the address set forth on the first page of this Proxy Statement.  These communications will be compiled and reviewed by our current directors listed above underCorporate Secretary, who will determine whether the “Directorscommunication is appropriate for presentation to the Board or the particular director.  The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and Executive Officers” section (as well as Tomer Kariv, who servedhostile communications).

To enable the Company to speak with a single voice, as a director until December 2019),general matter, senior management serves as the primary spokesperson for the Company and is responsible for communicating with various constituencies, including stockholders, on behalf of the exceptionCompany.  Directors may participate in discussions with stockholders and other constituencies on issues where Board-level involvement is appropriate.  In addition, the Board is kept informed by senior management of Rohan Palekar, is an “independent director” as defined under the Nasdaq Listing Rules (or was independent during the timeCompany’s stockholder engagement efforts.

Code of service on our Board). Mr. Palekar is not an independent director because he is our chief executive officer. In making such determinations, our Board considered the relationships that each such non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board CommitteesConduct

Our Board has established an Audit Committee,adopted a Compensation CommitteeCode of Business Conduct and a NominatingEthics that establishes the standards of ethical conduct applicable to all our directors, officers, and Corporate Governance Committee. Each committee operates under a written charter thatemployees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets, and how to report compliance concerns.

A copy of the code is postedavailable on our website located at www.89bio.comhttps://IR.89bio.com, under “Corporate Governance.” EachWe intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by applicable rules.  Our Board is responsible for applying and interpreting the code in situations where questions are presented to it.

Anti-Hedging Policy

We have a policy that prohibits our employees, officers, directors and consultants from engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) hedging transactions.

Compensation Committee Interlocks

None of the members of our Compensation Committee has at any time during the prior three years 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 or compensation committee has the responsibilities described below.

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The Board has determined that each committee member meets the applicable Nasdaq listing standards regarding “independence,” and each member is free of any relationshipentity that would impairhas one or more executive officers serving on our Board or Compensation Committee.

Director Compensation

Non-Employee Director Compensation Policy

We adopted a policy for compensating our non-employee directors with a combination of cash and equity.  Under the policy, each director who is not an employee is entitled to receive cash compensation as set forth below (all such amounts paid in quarterly installments):

In addition, the Compensation Committee may in its discretion grant equity awards to any or all non-employee directors under the Amended and Restated 2019 Equity Incentive Plan (the “2019 Plan”).  Such awards may include: (i) an initial, one-time equity award granted to a new non-employee director upon his or her individual exerciseelection to our Board; (ii) equity awards granted to non-employee directors on an annual basis for their service on our Board; and/or (iii) equity awards granted to non-employee directors on an annual basis for their service in a leadership role or on a committee of independent judgmentour Board. During 2021, we made an initial award of 25,000 stock options to Ms. LaPorte, which vest in equal installments on each of the first three anniversaries of the dates of grant, subject to continued service through each such date. In addition, each director who served on the Board during 2021, other than Ms. LaPorte, received an annual grant of 12,500 stock options, which vest in full on the one-year anniversary of the date of grant, subject to continued service through such dates.

We reimburse all necessary and reasonable out-of-pocket expenses incurred by non-employee directors in connection with regardtheir service on our Board, subject to any applicable Company policies that may be in effect from time to time.

A non-employee director may decline all or any portion of his or her compensation by giving notice to us prior to, as the case may be, the date cash is to be paid or equity awards are to be granted.

Our Board periodically reviews our director compensation program and may revise the compensation arrangements for our directors from time to time.

Biographical and other information regarding our executive officers is set forth below.  There are no family relationships among any of our Audit Committee and Compensation Committee members meet the heightened independence requirements under applicable SEC rules and Nasdaq listing standards. Each of our Audit Committee members meets the financial literacy requirements of the SEC and Nasdaq. Dr. Altschuler qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, as a result of his experience as CEO and managing the budgets for large, complex organizations, his service on several public company audit committees and as chairman of the board for another public company, and his investment experience analyzing biotechnology company financial statements.  We are in the process of recruiting an audit committee chair.directors or executive officers.

Audit Committee

The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes and the internal and external audit processes. The Audit Committee also assists the Board in fulfilling its oversight responsibilities by reviewing the financial information provided to stockholders and others and the system of internal controls established by management and the Board. The Audit Committee also oversees the independent auditors, including their independence and objectivity. However, Audit Committee members will not act as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and the independent auditors. The Audit Committee is empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist it in fulfilling its responsibilities and to approve the fees and other retention terms of the advisors.

Report of the Audit Committee

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 20192021 with the Company’s management.management and with KPMG, the Company’s independent registered public accounting firm.  The Audit Committee has discussed with the independent registered public accounting firmKPMG the matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”). and the SEC.  The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firmKPMG pursuant to applicable PCAOB requirements regarding the independent accountants’its communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent registered public accounting firm the accounting firm’sKPMG its independence.  Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192021 for filing with the SEC.

This report is provided by the following directors who served on the Audit Committee through the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019:2021:

Steven Altschuler, M.D.
Derek DiRocco, Ph.D.

Michael Hayden, M.B. Ch.B., Ph.D.
Lota Zoth, C.P.A. (Chair)

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Compensation CommitteeBoard Recommendation

The primary responsibilitiesBoard recommends a vote “FOR” the ratification of the selection of KPMG to serve as our independent auditor.

CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our Compensation Committee are to periodically review and approve the compensation and other benefits for our employees, executive officers and directors. This includes reviewing and approving corporate goals and objectives relevant to the compensationBoard.  Our Board has adopted a set of our Chief Executive Officer; evaluating the Chief Executive Officer’s performance in lightPrinciples of those goals and objectives; overseeing the evaluation of our other executive officers; and setting compensation for these officers based on those evaluations. The Chief Executive Officer may not be present during voting or deliberations on his or her compensation. Our Compensation Committee also administers and has discretionary authority over the issuance of equity awards under our equity incentive plans. The Compensation Committee engaged Aon Hewitt/Radford in 2019 to provide advice regarding the amount and form of executive and director compensation. The Company also utilizes the Aon Hewitt’s Radford Global Life Science SurveyCorporate Governance as a reference point in setting non-executive compensation. Aon Hewitt/Radford performed no other workframework for the governance of the Company, in 2019.which is posted on our website located at https://IR.89bio.com, under “Corporate Governance.”

Nominating and Corporate Governance CommitteeBoard Composition

Director Nomination Process

The primary responsibilities of our Nominating and Corporate Governance Committee are to develop and recommend to the Board criteria for identifying and evaluating qualified candidates for directorships and to make recommendations to the Board regarding candidates for election or reelection to the Board at each annual meeting of stockholders. In addition, the Nominating and Corporate Governance Committee is responsible for, making recommendationsamong other things, overseeing succession planning for directors and building a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders.  In this regard, the committee is charged with developing and recommending Board membership criteria to the Board concerning corporate governance matters andfor approval, evaluating the structure, composition and function of the Board annually to assess the skills and its committees.

Meetings ofexperience that are currently represented on the Board

The Board met five times during the year ended December 31, 2019. The Audit Committee met two times during the year ended December 31, 2019. The Compensation Committee and the Nominatingskills and Corporate Governance Committee each met one time during the year ended December 31, 2019. During the last year, each current member ofexperience that the Board attended at least 75%may find valuable in the future, and identifying, evaluating and recommending potential director candidates.

In identifying potential candidates for Board membership, the Nominating Committee considers recommendations from directors, stockholders, management and others, including, from time to time, third-party search firms, which it engaged in 2021, to assist it in locating qualified candidates.  The committee does not distinguish between nominees recommended by stockholders and other nominee recommendations.  Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the aggregate numberBoard’s priorities.  As part of meetingsthis vetting process, the committee, as well as other members of the Board and the committees on which he or she served duringCEO, may conduct interviews with the period in which he or she was oncandidates.  If the Board or committee. In addition to these meetings,committee determines that a potential candidate meets the needs of the Board and committees held numerous informal sessions in 2019 in connection with our initial public offering (“IPO”) in November 2019.  We encourage all of our directorshas the desired qualifications, it recommends the candidate to attend ourthe full Board for appointment or nomination and to the stockholders for election at the annual meeting of stockholders.

Director Nominationsmeeting.

Criteria for Board Membership

TheIn assessing potential candidates for Board membership, and in assessing Board composition, the Nominating and Corporate Governance Committee is responsible for assessing the appropriate balanceconsiders a wide range of experience, skills and characteristics required of our directors. Nominees for director are selected based on theirfactors, including directors’ experience, knowledge, integrity, understanding of our business environment and specific skills they may possess that are helpful to the Company (including leadership experience, financial expertise and industry knowledge) and their willingness.  The committee seeks to devote adequate time to Board duties. The Nominating and Corporate Governance Committee usesbalance the same selection criteria regardless of whether the candidate has been recommended by a stockholder or identified by the Board. In selecting candidates to recommend to the Board for appointment or reelection to the Board, the Nominating and Corporate Governance Committee considers the appropriate balance of experience, skills and characteristics required of our Board. When evaluating a candidate for ourrepresented on the Board the Nominating and Corporate Governance Committee does not assign specific weight to any of these factors, nor doesfactors.  In addition, the Nominatingcommittee generally believes it is important for all Board members to possess the highest personal and Corporate Governance Committee believe thatprofessional ethics, integrity and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters, and a willingness to represent the long-term interests of all of the criteria necessarily apply to every candidate. At a minimum, a director’s qualifications, in light of the foregoing criteria, are considered each time the director is nominated or re-nominated for our stockholders.

Board membership. While we do not have a formal written policy regarding diversity in identifying director candidates, theDiversity

The Nominating and Corporate Governance Committee seeks to achieve a diversity of occupational and personal backgrounds on the

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Board, including with respect to gender, race/ethnicity, national background, geography, sexual orientation and age and assesses its effectiveness in this regard in connection with its annual review of the Board’s composition.

The Nominating Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.  In this regard, our current Board of eight directors includes two female directors (25%), one director who is racially/ethnically diverse (12%) and one director who identifies as LGBTQ+ (12%).

In accordance with Nasdaq’s recently adopted board diversity listing standards, we are disclosing aggregated statistical information about our Board’s self-identified gender and racial characteristics and LGBTQ+ status as voluntarily confirmed to us by each of our directors.

Stockholder Recommendations for Directors

It is the Nominating and Corporate Governance Committee’s policy to consider written recommendations from stockholders for nominees for director.  The committee considers nominees recommended by our stockholders in the same manner as a nominee recommended by our Board members or management.  Any such recommendations should be submitted to the Nominating and Corporate Governance Committeecommittee as described in the section titled “Stockholder Communications” below and should include the following information:  (i) all information about the nominee that is required to be disclosed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such nominee’s written consent to being named in the proxy statement as a director nominee and to serving as a director, if elected); (ii) such person’s written consent to serving as a director, if elected, for the full term for which such person is standing for election; (iii) the name(s) and address(es) for each stockholder of record and beneficial owner of shares of common stock held in “street name” making the nomination and the number of shares of common stock that are owned beneficially and of record by each such stockholder and beneficial owner of shares of common stock held in “street name”; and (iv) such stockholder’s representation that he or she (or a qualified representative) intends to appear at the meeting to make such nomination.

Board Leadership Structure

Dr. Steven M. Altschuler serves as our independent Chairman while Rohan Palekar serves as our Chief Executive Officer.  Our Principles of Corporate Governance provide our Board with the flexibility to combine or separate the positions of Chairman and CEO.  Currently, the Board believes that the roles of Chairman and CEO should be separate and that the Chairman should be an independent director as this structure enables our independent Chairman to oversee corporate governance matters and our CEO to focus on leading the Company’s business.  At any time when there is not an independent Chairman, the Board will designate one or more independent directors to serve as lead director.

The independent directors have the opportunity to meet in executive session without management present at every regular Board meeting and at such other times as may be determined by the Chairman.  The purpose of these executive sessions is to encourage and enhance communication among independent directors.

The Board believes that its programs for overseeing risk, as described in the “Board Risk Oversight” section below, would be effective under a variety of leadership frameworks.  Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

Director Independence

Nasdaq listing rules require a majority of a listed company’s board of directors to be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Exchange Act.

Our Board undertook a review of its composition and the independence of each director.  Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of our current directors listed above under “Information Regarding Director Nominees and Continuing Directors,” with the exception of Rohan Palekar, is an “independent director” as defined under the Nasdaq listing rules.  Mr. Palekar is not an independent director because he is our Chief Executive Officer.  In making such determinations, our Board considered the relationships that each such non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.  Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the additional independence criteria under the Exchange Act.

Board Committees

Our Board has a separately designated Audit Committee, Compensation Committee, Nominating Committee and Science Committee, each of which is comprised solely of independent directors with the membership and responsibilities described below.  Members serve on these committees until their resignation or until otherwise determined by our Board.  Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at https://IR.89bio.com, under “Corporate Governance.”

*Represents current committee membership

** In addition to informal calls and taking action by written consent.

Audit Committee.The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company and its subsidiaries, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, effectiveness and independence of the outside auditor.  This includes reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls.  The committee also makes recommendations to the Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K.

Ms. Zoth qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules.

Compensation Committee.The primary responsibilities of our Compensation Committee are to periodically review and approve the compensation and other benefits for our senior officers and directors.  This includes reviewing and approving corporate goals and objectives relevant to the compensation of our senior officers, evaluating the performance of these officers in light of the goals and objectives, and setting the officers’ compensation based on those evaluations.  The committee also administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans.

The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the committee.  The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers.  Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans, but will not be present during voting or deliberations on their own compensation.  The committee has the authority to engage independent advisors, such as compensation consultants, to assist it in carrying out its responsibilities.  The Compensation Committee engaged Kara Halvorsen Consulting LLC, Aon Hewitt/Radford and Zviran Compensation and Benefit Solutions Ltd. in 2021 to provide advice regarding the amount and form of executive and director compensation.

Nominating Committee.  The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, develop and recommend to the Board criteria for identifying and evaluating qualified director candidates, and make recommendations to the Board regarding candidates for election or reelection to the Board at each annual stockholders’ meeting.  In addition, the committee is responsible for overseeing our corporate governance practices and making recommendations to the Board concerning corporate governance matters.  The committee is also responsible for making recommendations to the Board concerning the structure, composition and functioning of the Board and its committees.

Science Committee.  The primary responsibilities of our Science Committee are to review and advise management on clinical and technology operations functions of the Company, as well as identifying and assessing business development opportunities from a scientific and technical perspective.  In addition, the Science Committee is responsible for making recommendations to the Board regarding research and development strategies and opportunities.

Board Risk Oversight

We believe that risk management is an important part of establishing and executing on the Company’s business strategy.  Our Board, as a whole and at the committee level, focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage and mitigate those risks.  The committees oversee specific risks within their purview, as follows:

Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks.  While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

Other Corporate Governance Practices and Policies

Director Attendance

The Board met seven times during the year ended December 31, 2021.  During 2021, each current member of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.  Directors are encouraged to attend the annual meeting of stockholders.  All of our directors then serving on the Board attended the 2021 Annual Meeting of Stockholders.

Stockholder Communications

Our stockholdersStockholders and other interested parties may communicate with our Board or a particular director by sending a letter addressed to the Board or a particular director to our Corporate Secretary at 142 Sansome Street, Second Floor, San Francisco, California 94104.the address set forth on the first page of this Proxy Statement.  These communications will be compiled and reviewed by our Corporate Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director.  The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).

To enable the Company to speak with a single voice, as a general matter, senior management serves as the primary spokesperson for the Company and is responsible for communicating with various constituencies, including stockholders, on behalf of the Company.  Directors may participate in discussions with stockholders and other constituencies on issues where Board-level involvement is appropriate.  In addition, the Board is kept informed by senior management of the Company’s stockholder engagement efforts.

Code of Conduct

We haveOur Board has adopted a written codeCode of businessBusiness Conduct and Ethics that establishes the standards of ethical conduct and ethics that appliesapplicable to all our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets, and how to report compliance concerns.

A copy of the code is available on our website located at www.89bio.comhttps://IR.89bio.com, under “Corporate Governance.” We intend to disclose any amendments to the code, or any waivers of its requirements, on our website any amendments to or waivers from,the extent required by applicable rules.  Our Board is responsible for applying and interpreting the code in situations where questions are presented to it.

Anti-Hedging Policy

We have a policy that prohibits our employees, officers, directors and consultants from engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) hedging transactions.

Compensation Committee Interlocks

None of business conductthe members of our Compensation Committee has at any time during the prior three years 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 or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Director Compensation

Non-Employee Director Compensation Policy

We adopted a policy for compensating our non-employee directors with a combination of cash and ethics that are requiredequity.  Under the policy, each director who is not an employee is entitled to be disclosed pursuantreceive cash compensation as set forth below (all such amounts paid in quarterly installments):

In addition, the Compensation Committee may in its discretion grant equity awards to any or all non-employee directors under the disclosure requirementsAmended and Restated 2019 Equity Incentive Plan (the “2019 Plan”).  Such awards may include: (i) an initial, one-time equity award granted to a new non-employee director upon his or her election to our Board; (ii) equity awards granted to non-employee directors on an annual basis for their service on our Board; and/or (iii) equity awards granted to non-employee directors on an annual basis for their service in a leadership role or on a committee of Item 5.05our Board. During 2021, we made an initial award of Form 8-K within four business days following25,000 stock options to Ms. LaPorte, which vest in equal installments on each of the first three anniversaries of the dates of grant, subject to continued service through each such date. In addition, each director who served on the Board during 2021, other than Ms. LaPorte, received an annual grant of 12,500 stock options, which vest in full on the one-year anniversary of the date of grant, subject to continued service through such dates.

We reimburse all necessary and reasonable out-of-pocket expenses incurred by non-employee directors in connection with their service on our Board, subject to any applicable Company policies that may be in effect from time to time.

A non-employee director may decline all or any portion of his or her compensation by giving notice to us prior to, as the amendmentcase may be, the date cash is to be paid or waiver.

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EXECUTIVE COMPENSATIONequity awards are to be granted.

Our named executive officers (“NEOs”)Board periodically reviews our director compensation program and may revise the compensation arrangements for 2019, which consist of our principal executive officer and our two other most highly compensated executive officers who served during the year ended December 31, 2019, are:directors from time to time.

SummaryFiscal Year 2021 Non-Employee Director Compensation Table

The following table sets forth information regardingshows the compensation earned in 2021 by our NEOsthe non-employee directors who served on the Board during such year. Dr. Atkinson is not included in the years ended December 31, 2019 and 2018.table below as he joined the Board in February 2022.

Directors who are also employees, such as Mr. Palekar, do not receive any compensation for their services as our directors.  The compensation received by Mr. Palekar as our Chief Executive Officer is presented in the 2021 Summary Compensation Table below.

Indemnification Agreements

We have entered into indemnification agreements with our officers and directors.  The indemnification agreements and our amended and restated bylaws require us to indemnify these individuals to the fullest extent permitted by Delaware law.

EXECUTIVE OFFICERS

Biographical and other information regarding our executive officers is set forth below.  There are no family relationships among any of our directors or executive officers.

Ram Waisbourd.  Mr. Waisbourd has served as our Chief Operating Officer and Chief Business Officer since May 2018.  Prior to joining our Company, Mr. Waisbourd served as Vice President of Strategy and Transformation, Global Research and Development, at Teva Pharmaceutical Industries Ltd. (NYSE: TEVA), a pharmaceutical company, from November 2016 to April 2018, where he was responsible for Teva research and development strategy, novel pipeline funding transactions and digital initiatives.  Mr. Waisbourd also served as Vice President of Transformational Initiatives and Operations, Global Research and Development at Teva from September 2015 to October 2016 and Senior Director, Chief of the Research and Development Office from August 2012 to August 2015.  Previously, Mr. Waisbourd served as Vice President of Business Development of XTL Biopharmaceuticals Ltd. (Nasdaq: XTLB), a biotechnology company, and as Vice President of Biomedical Investments, an investment fund.  Mr. Waisbourd earned his M.B.A. from Tel-Aviv University and his B.Sc. in Economics from The Wharton School at the University of Pennsylvania.

Ryan Martins.  Mr. Martins has served as our Chief Financial Officer since July 2019 and previously served as consultant since April 2019.  Prior to joining our Company, Mr. Martins was Chief Financial Officer at Revolution Medicines, Inc. (Nasdaq: RVMD), a clinical-stage precision oncology company, from March 2018 to October 2018, where he was responsible for all aspects of the finance function including financial accounting, capital planning, audit, tax and investor relations.  Before Revolution Medicines, Mr. Martins was Vice President and Head of Corporate Strategy and Investor Relations at Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE), a clinical-stage biopharmaceutical company, from September 2015 to March 2018, where he was responsible for strategic planning, capital raising, investor relations and assisting business development.  Prior to Ultragenyx, Mr. Martins spent nearly 10 years as a biotechnology analyst at Jefferies, Lazard (NYSE: LAZ) and Barclays (NYSE: BCS)/Lehman Brothers after holding operating roles at Chiron Corporation from 2001 to 2006.  Mr. Martins earned his B.Sc. in Life Sciences from St. Xavier’s College, a M.S. degree in Biology from Virginia Tech and an M.B.A. from the Haas School of Business at University of California, Berkeley.

Hank Mansbach, M.D.  Dr. Mansbach has served as our Chief Medical Officer since December 2018.  Prior to joining our Company, Dr. Mansbach was at Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE), a clinical-stage biopharmaceutical company, where he served as Head of Global Clinical Development for Metabolic and Neurologic Diseases from June 2018 to December 2018, Vice President of Global Clinical Development and Ultra Programs from March 2017 to June 2018 and Vice President of Medical Affairs from May 2015 to March 2017.  During his time at Ultragenyx, Dr. Mansbach was responsible for leading clinical development programs for metabolic disorders and building and leading the Medical Affairs team.  Before Ultragenyx, Dr. Mansbach served as Vice President of Medical Affairs at Medivation, Inc., a biopharmaceutical company, from August 2009 to April 2015, where he played a key role in the development and commercialization of enzalutamide for the treatment of advanced prostate cancer.  Earlier in his career, Dr. Mansbach served as Senior Vice President of Global Drug Development at Valeant Pharmaceuticals and Chief Medical Officer at Cortex Pharmaceuticals, Inc., both pharmaceutical companies.  Dr. Mansbach began his industry career at Glaxo Wellcome after clinical practice and research in neurology.  He earned his M.D. from Duke University and a B.A. in Philosophy from Yale University.

Quoc Le-Nguyen.  Mr. Le-Nguyen has served as our Chief Technical Operations Officer and Head of Quality since March 2019.  Prior to joining our Company, Mr. Le-Nguyen was Senior Vice President, Global Head of Technical Operations & Quality for Aduro BioTech, Inc., a biotechnology company, from September 2015 to July 2018, where he was responsible for clinical supply including analytical and process development, manufacturing, supply chain and quality for cell therapy, small molecule and antibody platforms.  Prior to Aduro, Mr. Le-Nguyen was the Vice President of Manufacturing Operations for Bayer AG (OTCMKTS: BAYRY) from September 2007 to September 2013, where he was responsible for the Betaferon/Betaseron franchise.  Prior to Bayer, Mr. Le-Nguyen worked in biologics manufacturing for Novartis International AG (NYSE: NVS), Chiron Corporation and BioMarin Pharmaceutical Inc. (Nasdaq: BMRN). Mr. Le-Nguyen earned his B.S. in Biochemistry from the University of California, Davis.

EXECUTIVE COMPENSATION

Our named executive officers (“NEOs”) for 2021, which consist of our principal executive officer and the next two most highly-compensated executive officers who served during the year ended December 31, 2021, are:

2021 Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid to our NEOs for 2021 and 2020.

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Outstanding Equity Awards at 20192021 Fiscal-Year End Table

The following table sets forth information regarding outstanding equity awards as of December 31, 20192021 for each of our NEOs.

Employment Agreements

Mr. Palekar

During 2019, we were party to an offer letter agreement with Mr. Palekar, effective as of July 16, 2018, pursuant to which he serves as our chief executive officer. The agreement provides for a base salary, eligibility to receive an annual performance bonus and eligibility to participate in employee benefit or group insurance plans maintained from time to time by the Company. The agreement also provided for the grant of a stock option award in 2018 as reported in the Summary Compensation Table. The agreement provides for employment on an at-will basis and thus either party may terminate at any time for any or no reason, subject to the severance provisions described below in the section titled “Post-Employment Compensation and Change in Control Payments and Benefits.”

Dr. Mansbach

During 2019, we were party to an offer letter agreement with Dr. Mansbach, effective as of December 17, 2018, pursuant to which he serves as our chief medical officer. The agreement provides for a base salary, eligibility to receive an annual performance bonus and eligibility to participate in employee benefit or group insurance plans maintained from time to time by the Company. The agreement also provided for the grant of a stock option award in 2018. The agreement provides for employment on an at-will basis and thus either party may terminate at any time for any or no reason, subject to the severance provisions described below in the section titled “Post-Employment Compensation and Change in Control Payments and Benefits.”

Mr. Le-Nguyen

During 2019, we were party to an offer letter agreement with Mr. Le-Nguyen, effective as of March 18, 2019, pursuant to which he serves as our chief technical operations officer and head of quality. The agreement provides for a base salary, eligibility to receive an annual performance bonus and eligibility to participate in employee benefit or group insurance plans maintained from time to time by the Company. The agreement also provided for the grant of a stock option award in 2019. The agreement provides for employment on an at-will basis and thus either party may terminate at any time for any or no reason, subject to the severance provisions described below in the section titled “Post-Employment Compensation and Change in Control Payments and Benefits.”

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For 2019, Mr. Palekar’s annualized base salary was $425,000, which was increased to $437,750 in July 2019 as part of the annual merit review process, Dr. Mansbach’s annualized base salary was $380,000, and Mr. Le-Nguyen’s annualized base salary was $340,000.

Incentive Compensation

Annual Incentive

For fiscal year 2019, Mr. Palekar, Dr. Mansbach and Mr. Le-Nguyen had target bonus opportunities equal to 45% of base salary through July 15, 2019 and 50% thereafter, 35% of base salary and 30% of base salary, respectively (subject to proration for any partial-year service).

Following the end of the fiscal year, our Board evaluated the performance of Mr. Palekar, Dr. Mansbach and Mr. Le-Nguyen, and based on Company and individual performance in 2019, determined to award bonuses to the named executive officers as disclosed in the Summary Compensation Table above. The Board also awarded Dr. Mansbach a $35,000 bonus for his efforts in connection with the completion of our initial public offering.