Satsuma Pharmaceuticals (STSA) DEF 14A Definitive proxy

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

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SATSUMA PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

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

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SATSUMA PHARMACEUTICALS, INC.

400 Oyster Point Boulevard, Suite 221

South San Francisco, CA 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 2020

To the Stockholders of Satsuma Pharmaceuticals, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held on June 12, 2020, at 11:00 a.m. local time. In light of thecoronavirus/COVID-19 outbreak and governmental decrees thatin-person gatherings be postponed or cancelled, and in the best interests of public health and the health and safety of our Board of Directors, employees and stockholders, we are holding a virtual-only meeting. Stockholders can attend the meeting via the internet at www.virtualshareholdermeeting.com/STSA2020 by using the16-digit control number that appears on the accompanying Proxy Card (printed in the box and marked by the arrow) and the instructions that accompanied these proxy materials.

The Annual Meeting will be held for the following purposes:

1. To elect three Class I directors to hold office until the 2023 annual meeting of stockholders or until their successors are elected;

2. To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of KPMG LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020; and

3. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 13, 2020 (the “Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you voteFOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement; andFOR the ratification of the appointment of KPMG LLP, as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM10-K FOR THE YEAR ENDED DECEMBER 31, 2019, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

By Order of the Board of Directors
	/s/ JOHN KOLLINS
	John Kollins Chief Executive Officer

South San Francisco, California

April 24, 2020

TABLE OF CONTENTS

FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS	1
INFORMATION ABOUT THE PROXY PROCESS AND VOTING	2
PROPOSAL NO. 1 ELECTION OF DIRECTORS	8
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	13
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	14
CORPORATE GOVERNANCE	15
Code of Business Conduct and Ethics	15
Corporate Governance Guidelines	15
Independence of the Board of Directors	15
Leadership Structure of the Board	15
Role of Board in Risk Oversight Process	16
Board Committees	16
Compensation Committee Interlocks and Insider Participation	19
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	20
DIRECTOR COMPENSATION	23
Director Compensation Table	23
Executive Officers	24
EXECUTIVE COMPENSATION	25
2019 Summary Compensation Table	25
Outstanding Equity Awards at 2019 Fiscal Year End	26
Narrative to 2019 Summary Compensation Table and Outstanding Equity Awards at 2019 Fiscal Year End	26
Compensation Risk Assessment	30
INFORMATION ABOUT STOCK OWNERSHIP SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	34
ADDITIONAL INFORMATION	34
Householding of Proxy Materials	34
Other Matters	34

SATSUMA PHARMACEUTICALS, INC.

400 Oyster Point Boulevard, Suite 221

South San Francisco, CA 94080

PROXY STATEMENT

FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS

JUNE 12, 2020

We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of Satsuma Pharmaceuticals, Inc. (referred to herein as the “Company”, “Satsuma”, “we”, “us” or “our”) is soliciting your proxy to vote at our 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, June 12, 2020, at 11:00 a.m. local time, , virtually at www.virtualshareholdermeeting.com/STSA2020. There will be no physical meeting location. The meeting will only be conducted via an audio webcast.

• This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

• The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

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

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form10-K for the year ended December 31, 2019 (the “Form10-K”), over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of April 13, 2020 (the “Record Date”) for the first time on or about April 24, 2020. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials, and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form10-K is also available in the “Investors – SEC Filings” section of our website at https://investors.satsumarx.com/index.php?s=127.

The only outstanding voting securities of Satsuma are shares of common stock, $0.0001 par value per share (the “common stock”), of which there were 17,387,847 shares outstanding as of the Record Date (excluding any treasury shares). The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the Annual Meeting.

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INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why am I receiving these materials?

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

This Proxy Statement, the Notice of Internet Availability, the Notice of Annual Meeting and accompanying Proxy Card will be first made available for access by our stockholders on or about April 24, 2020 to all stockholders of record entitled to vote at the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 17,387,847 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

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

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

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

What am I being asked to vote on?

You are being asked to vote on two proposals:

• Proposal 1—the election of three Class I directors to hold office until our 2023 annual meeting of stockholders; and

• Proposal 2—the ratification of the selection, by the Audit Committee of our Board, of KPMG LLP, as our independent registered public accounting firm for the year ending December 31, 2020.

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

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How do I vote?

• For Proposal 1, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify.

• For Proposal 2, you may either vote “For” or “Against” or abstain from voting.

Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the virtual Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet or by telephone. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the virtual Annual Meeting and vote by following the instructions described below. In such case, your previously submitted proxy will be disregarded.

• To vote by attending the virtual Annual Meeting, vote your shares at www.virtualshareholdermeeting.com/STSA2020 during the Annual Meeting. You will need the16-digit control number which appears on the accompanying Proxy Card (printed in the box and marked by the arrow) and the instructions that accompanied these proxy materials. For additional details on the virtual meeting, please see page 5 of this Proxy Statement.

• To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.

• To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability.

• To vote by telephone, you may vote by proxy by calling the toll free number found on the Notice of Internet Availability.

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

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote at the virtual Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

Who counts the votes?

Broadridge Financial Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate stockholder votes, or Inspector of Election. If you are a stockholder of record, your executed Proxy Card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker returns one Proxy Card to Broadridge on behalf of all its clients.

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How are votes counted?

Votes will be counted by the Inspector of Election appointed for the Annual Meeting, who will separately count “For” votes for all proposals, and, with respect to Proposal 2, “Against” votes, abstentions and brokernon-votes. In addition, with respect to Proposal 1, the election of directors, the Inspector of Election will count the number of “Withheld” votes and brokernon-votes received. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to“non-routine” items. See below for more information regarding: “What are “brokernon-votes”?” and “Which ballot measures are considered “routine” or“non-routine”?”

What are “brokernon-votes”?

Brokernon-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed“non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to“non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as brokernon-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

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

The ratification of the appointment of KPMG LLP, as our independent registered public accounting firm for the year ending December 31, 2020 (Proposal 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no brokernon-votes are expected to exist in connection with Proposal 2. The election of directors (Proposal 1) is considerednon-routine under applicable rules. A broker or other nominee cannot vote without instructions onnon-routine matters, and therefore there may be brokernon-votes on Proposal 1.

How many votes are needed to approve the proposal?

With respect to Proposal 1, the election of directors, the three nominees receiving the highest number of “For” votes will be elected.

With respect to Proposal 2, the affirmative vote of the majority of votes cast affirmatively or negatively (excluding abstentions and brokernon-votes) is required for approval. This is a routine proposal and therefore we do not expect any brokernon-votes.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

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

If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted as follows:

• “For” the election of each of the three nominees for director; and

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• “For” the ratification of the appointment of KPMG LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.

Who is paying for this proxy solicitation?

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

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

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

Can I change my vote after submitting my proxy?

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

• You may submit another properly completed proxy with a later date.

• You may send a written notice that you are revoking your proxy to our Corporate Secretary at 400 Oyster Point Boulevard, Suite 221, South San Francisco, California 94080. You may attend the virtual Annual Meeting and vote at the meeting by following the instructions described above. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

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

How do I attend the virtual Annual Meeting?

The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. local time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time.

To attend the Annual Meeting, stockholders will need tolog-in to www.virtualshareholdermeeting.com/STSA2020 using the16-digit control number on the proxy card or voting instruction form.

Can I submit questions prior to or at the virtual Annual Meeting?

An online portal will be available to our stockholders at www.proxyvote.com approximately one week prior to the Annual Meeting. By accessing this portal, stockholders will be able to submit questions and vote in advance of the Annual Meeting. Stockholders may also submit questions and vote 15 minutes prior, or during, the Annual Meeting on www.virtualshareholdermeeting.com/STSA2020. To demonstrate proof of stock

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ownership, you will need to enter the16-digit control number received with your proxy card or voting instruction form to submit questions and vote at our Annual Meeting. We intend to answer questions submitted before or during the meeting that are pertinent to the Company and the items being brought before stockholder vote at the Annual Meeting, as time permits, and in accordance with the Rules of Conduct for the Annual Meeting. Answers to certain questions not addressed during the meeting will be posted following the meeting on our website at https://investors.satsumarx.com/. Questions and answers will be grouped by topic and substantially similar questions will be answered only once. To promote fairness, efficiently use the Company’s resources and ensure all stockholder questions are able to be addressed, we will respond to no more than three questions from a single stockholder.

Is technical assistance provided before and during the virtual Annual Meeting?

Beginning 15 minutes prior to the start of and during the virtual Annual Meeting, we will have support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting.

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

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

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 28, 2020, to our Corporate Secretary at 400 Oyster Point Boulevard, Suite 221 South San Francisco, California 94080; provided that if the date of the annual meeting is more than 30 days from June 12, 2021, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’s annual meeting. Pursuant to the bylaws, in order for a stockholder to present a proposal for next year’s annual meeting, other than proposals to be included in the proxy statement as described above, or to nominate a director, you must do so between February 4, 2021 and March 8, 2021; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 12, 2021, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in person, or by remote communication, if applicable, or represented by proxy at the Annual Meeting. Shares are considered present “in person” if voted by the holder of those shares or by proxy during the Annual Meeting. On the Record Date, there were 17,387,847 shares outstanding and entitled to vote. Accordingly, 8,693,924 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted toward the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and brokernon-votes will be counted toward the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person, or by remote communication, if applicable, or represented by proxy, may adjourn the Annual Meeting to another time or place.

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

Voting results will be announced by the filing of a Current Report on Form8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form8-K within four business days of the day the final results are available.

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Implications of being an “emerging growth company.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and nonon-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of: (1) (a) December 31, 2024, (b) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, or (c) the last day of the fiscal year in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held bynon-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion innon-convertible debt during the priorthree-year period.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

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

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

• Class I directors: John Kollins, Elisabeth Sandoval and Thomas King, whose current terms will expire at the Annual Meeting;

• Class II directors: Rajeev Shah and Ken Takanashi, whose current terms will expire at the annual meeting of stockholders to held be in 2021; and

• Class III directors: Michael Riebe and Heath Lukatch whose current terms will expire at the annual meeting of stockholders to be held in 2022.

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders.

Mr. Kollins, Ms. Sandoval and Mr. King have been nominated to serve as Class I directors and have each elected to stand for reelection. Each director to be elected will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF EACH NAMED NOMINEE.

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The following table sets forth, for the Class I nominees (who are currently standing forre-election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 13, 2020 and position/office held within the Company:

Name	Age		Position/Office Held With the Company	Director Since
Class I Directors whose terms expire at the Annual Meeting of Stockholders
John Kollins.		57	Director, President and Chief Executive Officer		2016
Elisabeth Sandoval.(1)(3)		57	Director		2019
Thomas King.(1)(2)		65	Director		2017
Class II Directors whose terms expire at the 2021 Annual Meeting of Stockholders
Rajeev Shah(3)		42	Director		2016
Ken Takanashi(1)		55	Director		2016
Class III Directors whose terms expire at the 2022 Annual Meeting of Stockholders
Michael Riebe(2).		59	Director		2017
Heath Lukatch(2)(3)		52	Director		2016

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating and Corporate Governance Committee.

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

Nominees for Election to a Three-Year Term Expiring at the 2022 Annual Meeting of Stockholders

John Kollins, Director, President and Chief Executive Officer. Mr. Kollins has served as a member of our Board and as our President and Chief Executive Officer since July 2016. Since 1989, Mr. Kollins has worked in the biopharmaceutical industry in Director, CEO, executive management, business and corporate development, and commercial roles. He has extensive experience working inCNS-focused biopharmaceutical companies, including Transcept Pharmaceuticals, where he served from June 2012 to October 2014 as Chief Business Officer, Renovis, Elan Pharmaceuticals and Athena Neurosciences. From November 2014 untilco-founding Satsuma Pharmaceuticals in July 2016, Mr. Kollins was Managing Director of Parnassus Advisors, LLC, which he founded to provide strategic consulting and corporate development services to biopharmaceutical companies. Mr. Kollins earned an M.B.A. from the University of Virginia’s Darden School and an engineering degree from Duke University. We believe that Mr. Kollins extensive leadership experience in the pharmaceutical and biopharmaceutical industry, including experience consulting for biopharmaceutical companies, provides him with the qualifications and skills necessary to serve as a member of our Board.

Elisabeth Sandoval. Ms. Sandoval has served as a member of our Board since May 2019. Ms. Sandoval currently serves as a consultant to the pharmaceutical industry. From September 2016 to April 2019, Ms. Sandoval served as the Chief Commercial Officer and Executive Vice President of Corporate Strategy of Alder Biopharmaceuticals, a public biopharmaceutical company. Before joining Alder, Ms. Sandoval was Chief Commercial Officer for Kythera Biopharmaceuticals, a publicly traded biopharmaceutical company, acquired by Allergan in 2015, from March 2012 to October 2015. Before Kythera, Ms. Sandoval was Vice President of Marketing for Bausch and Lomb Surgical from November 2010 to November 2012. From October 1987 to October 2010, Ms Sandoval held various senior commercial roles at Allergan, a publicly traded company, including Vice President of Global Marketing at Allergan. Ms. Sandoval also currently serves on the board of

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directors of Menlo Therapeutics, a public pharmaceutical company, as well as on the board of directors of one private company. Ms. Sandoval began her career in research and development at Johnson & Johnson’s Ethicon division. She holds an M.B.A. from Pepperdine University and a B.S. in Biology from the University of California, Irvine. We believe that Ms. Sandoval is qualified to serve on our Board because of her background working in the life sciences industry and her experience as an officer of biopharmaceutical companies provides her with the qualifications and skills necessary to serve as a member of our Board.

Thomas King. Mr. King has served as a member of our Board since September 2017. From December 2017 to May 2018, he served as interim Chief Executive Officer and as interim President of VIVUS, Inc. Mr. King has been an independent biotechnology consultant and advisor since August 2016. Previously, Mr. King served as President, Chief Executive Officer and a member of the board of directors of Alexza Pharmaceuticals, Inc., a publicly traded pharmaceutical company, from June 2003 to August 2016. From October 2015 to August 2016, Mr. King also served as Chief Financial Officer and Chief Accounting Officer of Alexza Pharmaceuticals, Inc. From September 2002 to April 2003, Mr. King served as President, Chief Executive Officer and a member of the board of directors of Cognetix, Inc., a privately held biopharmaceutical development stage company. From January 1994 to February 2001, Mr. King held various senior executive positions at Anesta Corporation, a publicly traded pharmaceutical company, including President and Chief Operating Officer from January 1995 to January 1997 and President and Chief Executive Officer from January 1997 to October 2000, and was a member of the board of directors from January 1995 until it was acquired by Cephalon, Inc., a publicly traded biopharmaceutical company. Mr. King currently serves on the board of directors of VIVUS, Inc. a public pharmaceutical company and Concentric Analgesics, Inc. a privately held biotechnology companies. Mr. King also serves as an Advisory Board Member of the University of Colorado BioFrontiers Institute. Mr. King received a B.A. in chemistry from McPherson College and an M.B.A. from the University of Kansas Graduate School of Business. We believe that Mr. King’s extensive leadership experience in the pharmaceutical and biopharmaceutical industry, including experience with small and large development stage pharmaceutical companies, and his experience serving on several boards of directors of both public and private companies, provides him with the qualifications and skills necessary to serve as a member of our Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF EACH OF THE ABOVE NAMED NOMINEES

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Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders

Rajeev Shah. Mr. Shah has served as a member of our board of directors since December 2016. Mr. Shah has been a managing partner at RA Capital Management, L.P., a multi-stage investment manager dedicated to evidence-based investing in public and private healthcare and life science companies that are developing drugs, medical devices, and diagnostics, since 2004. Mr. Shah is currently a member of the board of directors of the public companies Kala Pharmaceuticals, Inc., Solid Biosciences, Inc., Eidos Therapeutics, Inc., and Black Diamond Therapeutics, Inc. Mr. Shah was previously a member of the board of directors of KalVista Pharmaceuticals, Inc. from June 2015 through April 2018 and Ra Pharmaceuticals, Inc. from July 2015 through April 2020. Mr. Shah holds a B.A. in Chemistry from Cornell University. We believe Mr. Shah is qualified to serve on our board of directors because of his leadership and financial experience at RA Capital Management, his experience in the biopharmaceutical industry, and his experience with venture capital investments.

Ken Takanashi. Mr. Takanashi has served as a member of our Board since June 2016. Mr. Takanashi currently serves as Executive Vice President and Chief Operating Officer at Shin Nippon Biomedical Laboratories Ltd., where he has been employed since 2002. Prior to joining Shin Nippon Biomedical Laboratories Ltd., Mr.Takanashi was employed by Suasa Kristal (M) Bhd. from December 1996 to December 2002, most recently as Executive Director and General Manager. He also served as Business Development Manager for Mitsubishi Corporation from April 1987 to November 1996. Mr. Takanashi also currently serves on the board of directors of Wave Life Sciences, Ltd., a public biopharmaceutical company, as well as on the board of directors of several private companies. Mr. Takanashi is a Chartered Public Accountant in Delaware. Mr. Takanashi received a B.A. from The University of Tokyo, and an M.B.A. from The University of Warwick, Coventry U.K. We believe Mr. Takanashi’s experience as an officer and director of pharmaceutical and biopharmaceutical companies provides him with the qualifications and skills necessary to serve as a member of our Board.

Directors Continuing in Office Until the 2022 Annual Meeting of Stockholders

Michael Riebe. Dr. Riebe has served as a member of our Board since October 2017. Dr. Riebe currently serves as a Vice President at AstraZeneca Pharmaceuticals, a position held since June 2016. Prior to joining AstraZeneca Pharmaceuticals, Dr. Riebe was employed by Pearl Therapeutics from January 2013 to June 2016, most recently as Senior Vice President. He also previously served as Vice President of Research and Development for iCeutica, Inc. from January 2012 to December 2012. Dr. Riebe received a B.A. in Chemistry from Kalamazoo College, and a Ph.D. from the University of Wisconsin Madison. We believe Dr. Riebe’s experience as an officer of pharmaceutical and biopharmaceutical companies provides him with the qualifications and skills necessary to serve as a member of our Board.

Heath Lukatch. Dr. Lukatch has served as the chairperson of our Board since December 2016. Dr. Lukatch is Founder and Managing Partner of Red Tree Venture Capital, a life sciences venture capital firm. From 2015 to 2020, Dr. Lukatch worked at TPG where he was Partner, Managing Director and Life Sciences Investment Team Leader in TPG’s Biotech, Growth and RISE platforms. In 2006, Dr. Lukatchco-founded Novo Ventures’ San Francisco office, where he was a Partner through 2015. Prior to joining Novo Ventures, Dr. Lukatch was a Managing Director responsible for biotechnology venture investments at Piper Jaffray Ventures and SightLine Partners. Dr. Lukatch currently serves as Chairman of Engage Therapeutics, Inogen (INGN) and Satsuma Pharmaceuticals (STSA), and is a board member at Ceribell, Flexion (FLXN), Halo Neuroscience, SutroVax, ViaCyte and ViewPoint Therapeutics. Previously Dr. Lukatch was Chairman of Cianna Medical (acquired by Merit Medical) and Spinifex (acquired by Novartis), and served on multiple life sciences company boards, including: Amira (acquired by BMS), AnaptysBio (ANAB), Elevation Pharma (acquired by Sunovion), FoldRx (acquired by Pfizer), InSound Medical (acquired by Sonova) and Synosia Therapeutics (acquired by BioTie). Dr. Lukatch was also a board observer at Alios BioPharma (acquired by J&J), Dynavax (DVAX), Fluidigm (FLDM) andSI-Bone (SIBN). Prior to becoming an investor, Dr. Lukatch worked as a strategy consultant with McKinsey & Company and wasco-founder and CEO of AutoMate Scientific, a biotechnology instrumentation

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company. In addition, he was a bench scientist at Chiron, Roche Bioscience and Cetus, doing molecular biology, electrophysiology and protein chemistry, respectively. Dr. Lukatch received his Ph.D. in Neuroscience from Stanford University where he was a DOD USAF Fellow, and his B.A. with high honors in Biochemistry from the University of California at Berkeley. We believe that Dr. Lukatch’s extensive industry experience, his experience with venture capital investments, and his experience of serving on the board of directors for several biopharmaceutical and healthcare companies provides him with the qualifications and skills necessary to serve as a member of our Board.

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PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has engaged KPMG LLP (“KPMG”), as our independent registered public accounting firm for the year ending December 31, 2020, and is seeking ratification of such selection by our stockholders at the Annual Meeting. KPMG has served as the Company’s independent registered public accounting firm since 2019. Representatives of KPMG are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us for services related to the fiscal years ended December 31, 2019 by KPMG LLP, our independent registered public accounting firm.

	Year Ended December 31, 2019
Audit Fees(1)	$	1,383,986
Tax Fees		—
Audit-Related Fees		—
All Other Fees		—
Total Fees	$	1,383,986

(1) Audit fees of KPMG for the year ending December 31, 2019 were for professional services rendered for the audits of our financial statements, including accounting consultation, reviews of quarterly financial statements and professional services rendered in connection with our registration statements. Fees for 2019 include services associated with our initial public offering, which was completed in September 2019.

All of the services described above werepre-approved by our Audit Committee. The Committee concluded that the provision of these services by KPMG LLP would not affect their independence.

Pre-Approval Policies and Procedures

The Audit Committee or a delegate of the Audit Committeepre-approves, or provides pursuant topre-approvals policies and procedures for thepre-approval of, all audit andnon-audit services provided by its independent registered public accounting firm. This policy is set forth in the charter of the Audit Committee and is available at https://investors.satsumarx.com/governance-documents.

The Audit Committee approved all of the audit, audit-related, tax and other services provided by KPMG for 2019, including the audit, audit-related, tax and other services provided by KPMG in 2019 following our initial public offering in September 2019 and, in each case, the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, are periodically reviewed and approved by the Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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

The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board. The Audit Committee’s functions are more fully described in its charter, which is available on our website at https://investors.satsumarx.com/governance-documents. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Satsuma’s audited financial statements as of and for the year ended December 31, 2019.

The Audit Committee has discussed with KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the Audit Committee has received the written disclosures and the letter from KPMG required by PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committees Concerning Independence”, and the Audit Committee has discussed with KPMG LLP their independence from the Company and its management. Finally, the Audit Committee discussed with KPMG, with and without management present, the scope and results of KPMG’s audit of such financial statements.

Based on these reviews and discussions, the Audit Committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form10-K for the year ended December 31, 2019 for filing with the SEC.

Audit Committee

Ken Takanashi, Chair

Elisabeth Sandoval

Thomas King

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CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at https://investors.satsumarx.com/governance-documents. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website. The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.

Corporate Governance Guidelines

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

Independence of the Board of Directors

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

Our Board currently consists of seven members. Our Board has determined that all of our directors, other than Mr. Kollins, qualify as “independent” directors in accordance with Nasdaq listing requirements. Mr. Kollins is not considered independent because he is an employee of Satsuma Pharmaceuticals, Inc. Nasdaq’s independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exists that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers. As required under Nasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of our Board are comprised entirely of directors determined by the Board to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.

Leadership Structure of the Board

Our bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and to implement a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. Dr. Lukatch currently serves as the chairperson of our Board. In that role, Dr. Lukatch presides over the executive sessions of the Board and serves as a liaison between management and the Board.

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

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy andday-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. While our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Our Board has the following standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Board may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below.

Audit Committee

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

• appoints our independent registered public accounting firm;

• evaluates the independent registered public accounting firm’s qualifications, independence and performance;

• determines the engagement of the independent registered public accounting firm;

• reviews and approves the scope of the annual audit andpre-approves the audit andnon-audit fees and services;

• reviews and approves all related party transactions on an ongoing basis;

• establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;

• discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

• approves the retention of the independent registered public accounting firm to perform any proposed permissiblenon-audit services;

• monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;

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• discusses on a periodic basis, or as appropriate, with management the Company’s policies and procedures with respect to risk assessment and risk management;

• is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

• annually reviews and assesses internal controls and treasury functions including cash management procedures;

• investigates any reports received through the whistleblower hotline and reports to the Board periodically with respect to the information received through the ethics helpline and any related investigations;

• reviews our critical accounting policies and estimates; and

• reviews the Audit Committee charter and the committee’s performance at least annually.

The current members of our Audit Committee are Mr. King, Ms. Sandoval and Mr. Takanashi. Mr. Takanashi serves as the chairperson of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Takanashi is an Audit Committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the Audit Committee must also meet heightened independence standards. Our Board has determined that each of Mr. King, Ms. Sandoval and Mr. Takanashi are independent under the applicable rules of the SEC and Nasdaq. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the Audit Committee charter is available to security holders on the Company’s website athttps://investors.satsumarx.com/governance-documents.

Compensation Committee

Our Compensation Committee oversees policies relating to compensation and benefits of our officers and employees. The Compensation Committee reviews and approves or recommends to our Board corporate goals and objectives relevant to the compensation of our executive officers (other than our Chief Executive Officer), evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The Compensation Committee also reviews and approves or makes recommendations to our Board regarding the issuance of stock options and other awards under our stock plans to our executive officers (other than our Chief Executive Officer). The Compensation Committee reviews the performance of our Chief Executive Officer and makes recommendations to our Board with respect to his compensation and our Board retains the authority to make compensation decisions relative to our Chief Executive Officer. The Compensation Committee will review and evaluate, at least annually, the performance of the Compensation Committee and its members, including compliance by the Compensation Committee with its charter. The current members of our Compensation Committee are Mr. King, Dr. Lukatch and Dr. Riebe. Mr. King serves as the chairperson of the committee. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of Nasdaq and is a“non-employee director” as defined in Rule16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) . The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the Compensation Committee charter is available to security holders on the Company’s website athttps://investors.satsumarx.com/governance-documents.

Our Compensation Committee has retained Radford, which is part of the Rewards Solutions practice at Aon plc (“Radford”), a nationally-recognized compensation consulting firm, to serve as its independent compensation consultant and to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis, to provide the

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committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. Radford reports directly to the Compensation Committee and does not provide anynon-compensation related services to the Company. The Compensation Committee reviewed the independence of Radford, employing the independence factors specified in the listing requirements of Nasdaq. Based on this assessment, the Compensation Committee determined that the engagement of Radford does not raise any conflicts of interest or similar concerns. In addition, the Compensation Committee evaluated the independence of its other outside advisors to the Compensation Committee, including outside legal counsel, considering the same independence factors and concluded their work for the Compensation Committee does not raise any conflicts of interest.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters. The current members of our Nominating and Corporate Governance Committee are Dr. Lukatch, Ms. Sandoval and Mr. Shah. Dr. Lukatch serves as the chairman of the committee. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of Nasdaq relating to Nominating and Corporate Governance Committee independence. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the Nominating and Corporate Governance Committee charter is available to security holders on the Company’s website athttps://investors.satsumarx.com/governance-documents.

Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including but not limited to the following:

• experience in corporate management, such as serving as an officer or former officer of a publicly held company;

• experience as a board member of another publicly held company;

• professional and academic experience relevant to the Company’s industry;

• strength of the candidate’s leadership skills;

• experience in finance and accounting and / or executive compensation practices;

• whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and

• geographic background, gender, age and ethnicity.

Currently, our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. For a stockholder to make any nomination for election to the Board at an annual meeting, the stockholder must provide notice to the Company, which notice must be delivered to, or mailed and received at, the Company’s principal executive offices not less than 90 days and not more than 120 days prior to theone-year

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anniversary of the preceding year’s annual meeting; provided, 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, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times, and in the forms, required under our bylaws. As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act, information regarding the proposed nominee’s indirect and direct interests in shares of the Company’s common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Corporate Secretary, at 400 Oyster Point Boulevard, Suite 221, South San Francisco, CA 94080.

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

Our Board met 6 times and acted by unanimous written consent 5 times during 2019. The Audit Committee met 3 times and did not act by unanimous written consent. The Compensation Committee met once and acted by unanimous written consent once. The Nominating and Corporate Governance Committee did not meet and did not act by unanimous written consent. During 2019, each Board member attended at least 75% of the meetings of the Board and of the committees of the Board on which he or she served, in each case, to the extent appointed as a Board member at the relevant time of each meeting. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory.

Stockholder Communications with the Board of Directors

Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of the Corporate Secretary, at 400 Oyster Point Boulevard, Suite 221, South San Francisco, CA 94080. The Corporate Secretary will forward the communication to the Board members.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2019, our Compensation Committee consisted of Mr. King, Dr. Lukatch and Dr. Riebe. None of the members of our Compensation Committee during 2019 nor any of the current members of our Compensation Committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or Compensation Committee of any entity that has one or more executive officers on our Board or Compensation Committee.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since January 1, 2019 to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Sales and Purchases of Securities

Series B Convertible Preferred Stock Financing

In April 2019, we issued an aggregate of 6,889,986 shares of our Series B convertible preferred stock at $8.95444 per share for aggregate proceeds to us of approximately $61.7 million.

The table below sets forth the number of shares of Series B convertible preferred stock sold to our directors, executive officers or owners of more than 5% of a class of our capital stock, or an affiliate or immediate family member thereof:

Name	Number of Shares of Series B Convertible Preferred Stock		Aggregate Purchase Price ($)
Shin Nippon Biomedical Laboratories, Ltd.(1)		307,110		2,750,000
TPG Biotechnology Partners V, L.P.(2)		781,734		6,999,998
Entities affiliated RA Capital Management, L.P.(3)		1,340,116		11,999,999

(1) Shin Nippon Biomedical Laboratories, Ltd. beneficially owned more than 5% of our outstanding capital stock at the time of the Series B convertible preferred stock financing. Mr. Takanashi, a member of our Board, is a director and executive officer of Shin Nippon Biomedical Laboratories, Ltd.

(2) TPG Biotechnology Partners V, L.P. beneficially owned more than 5% of our outstanding capital stock at the time of the Series B convertible preferred stock financing. Dr. Lukatch, our Chairperson and a member of our Board, was a Partner and Managing Director at TPG Biotechnology Partners, which is an affiliate of TPG Biotechnology Partners V, L.P.

(3) RA Capital Management, L.P. beneficially owned more than 5% of our outstanding capital stock at the time of the Series B convertible preferred stock financing. Rajeev Shah, a member of our Board, is a portfolio manager and managing partner of RA Capital Management, L.P.

Transactions with Shin Nippon Biomedical Laboratories, Ltd.

In June 2016, we and Shin Nippon Biomedical Laboratories, Ltd., or SNBL, entered into a licensing and assignment agreement, which we refer to as the SNBL License, which was amended and restated in December 2016 and further amended in January 2017, April 2017 and October 2017. In connection with the SNBL License, in July 2016, we entered into a common stock purchase agreement with SNBL pursuant to which it purchased 510,638 shares of our common stock at its par price of $0.0001 per share. Following the purchase of these shares, SNBL beneficially owned more than 5% of our outstanding capital stock. There have been no sales of products under the SNBL License to date. During the year ended December 31, 2019, we incurred related expenses in connection with clinical study services of less than $0.1 million.

Initial Public Offering

Certain holders of more than 5% of our capital stock and their affiliated entities purchased shares of our common stock in our IPO, from the underwriters for payment in excess of $120,000 as summarized in the

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following table. The underwriters received the same underwriting discount from the sale of the shares of our common stock to these holders as they did from other shares of our common stock sold to the public in the IPO.

Name	Number of Shares of Common Stock		Aggregate Purchase Price ($)
Shin Nippon Biomedical Laboratories, Ltd. (1)		233,333	$	3,499,955
TPG Biotechnology Partners V, L.P. (2)		100,000	$	1,500,000
Entities affiliated with RA Capital Management, L.P. (3)		1,333,333	$	19,999,995
Entities affiliated with Wellington Management Group LLP (4)		1,300,000	$	19,500,000
Osage University Partners III, LP (5)		265,000	$	3,975,000
Entities affiliated with CAM Capital (6)		259,600	$	3,894,000
Entities affiliated with Cormorant Asset Management (7)		300,000	$	4.500,000
Citadel Multi-Strategy Equities Master Fund Ltd. (8)		500,000	$	7,500,000
Mutual Fund Series Trust, On Behalf of Eventide Healthcare & Life Sciences Fund (9)		425,000	$	6,375,000

(1) Shin Nippon Biomedical Laboratories, Ltd. beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering. Mr. Takanashi, a member of our Board, is a director and executive officer of Shin Nippon Biomedical Laboratories, Ltd.

(2) TPG Biotechnology Partners V, L.P. beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering. Dr. Lukatch, our Chairperson and a member of our Board, was a Partner and Managing Director at TPG Biotechnology Partners, which is an affiliate of TPG Biotechnology Partners V, L.P.

(3) RA Capital Management, L.P. beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering. Rajeev Shah, a member of our Board, is a portfolio manager and managing partner of RA Capital Management, L.P.

(4) Entities affiliated with Wellington Management Group LLP beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering.

(5) Osage University Partners III, LP beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering.

(6) CAM Capital beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering.

(7) Cormorant Asset Management beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering.

(8) Citadel Multi-Strategy Equities Master Fund Ltd. beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering.

(9) Mutual Fund Series Trust, On Behalf of Eventide Healthcare & Life Sciences Fund beneficially owned more than 5% of our outstanding capital stock at the time of the initial public offering.

Director and Executive Officer Compensation

See “Director Compensation” and “Executive Compensation” for information regarding the compensation of our directors and executive officers.

Employment Agreements

We have entered into employment agreements with our executive officers. For more information regarding these agreements, see “Executive Compensation—Executive Compensation Arrangements.”

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Indemnification Agreements and Directors’ and Officers’ Liability Insurance

We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to, among other things, indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. We have obtained an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.

Investors’ Rights Agreement

We entered into an amended and restated investors’ rights agreement with the purchasers of shares of our convertible preferred stock, including entities with which certain of our directors are affiliated, which were outstanding prior to our initial public offering in September 2019 and which converted into shares of common stock in connection therewith. As of December 31, 2019, the holders of approximately 10.9 million shares of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act.

Voting Agreement

We were party to an amended and restated voting agreement with certain holders of our common stock and convertible preferred stock until the consummation of our initial public offering in September 2019. The amended and restated voting agreement provided for certain voting rights for members of our board of directors in favor of certain holders of convertible preferred stock. This agreement terminated upon the consummation of our initial public offering.

Right of First Refusal andCo-Sale Agreement

We were party to an amended and restated right of first refusal andco-sale agreement with certain holders of our common stock and convertible preferred stock until the consummation of our initial public offering in September 2019. The amended and restated right of first refusal andco-sale agreement provided for, among other things, rights of first refusal andco-sale relating to the shares of our common stock and convertible preferred stock held by the parties thereto. This agreement terminated upon the consummation of our initial public offering.

Policies and Procedures for Related Party Transactions

The Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 ofRegulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

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DIRECTOR COMPENSATION

We do not provide directors who are also our employees any additional compensation for their service as directors. Prior to our initial public offering, we did not compensate ournon-employee investors who were affiliated with our principal investors did not receive any cash or equity compensation, but our independent directors, Mr. King and Dr. Riebe received cash compensation in the amount of $34,238 and $30,495, respectively, for their board service. In addition, prior to our initial public offering, in May 2019, we granted each of Mr. King, Dr. Riebe and Ms. Sandoval an option to purchase 14,893 shares of our common stock. Mr. King’s and Dr. Riebe’s options each shall vest in 48 substantially equal installments on each monthly anniversary of May 15, 2019, subject to their continued service through the applicable vesting date. Ms. Sandoval’s option shall vest in 24 substantially equal installments on each monthly anniversary of May 22, 2019, subject to her continued service through the applicable vesting date.

In connection with our initial public offering in September 2019, we adopted a compensation program for ournon-employee directors (the “Director Compensation Program”), pursuant to which eachnon-employee director receives an annual retainer of $35,000, the chairperson of our board will receive an additional annual cash retainer in the amount of $30,000, andnon-employee directors who serve on one or more committees are eligible to receive the following annual committee fees:

Committee (through December 31, 2019)	Chair		Other Members
Audit committee	$	15,000	$	7,500
Compensation committee		10,000		5,000
Nominating and corporate governance committee		8,000		4,000

Under the Director Compensation Program, eachnon-employee director who is elected or appointed to our Board will automatically receive an option to purchase 22,000 shares of our common stock upon the director’s initial appointment or election to our Board, referred to as the Initial Grant, and an option to purchase 11,000 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter, referred to as the Annual Grant. The Initial Grant will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through each applicable vesting date. The Annual Grant will vest on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting to the extent unvested as of such date, subject to continued service through each applicable vesting date. The exercise price per share of director options is equal to the fair market value of a share of our common stock on the grant date, and the director options will vest in full immediately prior to the consummation of a change in control.

Director Compensation Table

The following table sets forth information concerning the compensation earned by ournon-employee directors during the year ended December 31, 2019.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)(2)		Total ($)
Thomas King		34,238		43,587		77,825
Michael Riebe		30,495		43,587		74,082
Heath Lukatch		0		0		0
Rajeev Shah		11,679		0		11,679
Ken Takanashi		14,973		0		14,973
Elisabeth Sandoval		23,311		42,117		65,428

(1) Amounts reflect the full grant date fair value of stock options granted during 2019 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 11 of

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the audited financial statements included in our Annual Report on Form10-K for the fiscal year ended December 31, 2019 for the assumptions used in calculating these amounts.

(2) At December 31, 2019, ournon-employee directors held the following outstanding options:

Name	Shares Subject to Outstanding Options
Thomas King		40,423
Michael Riebe		40,423
Heath Lukatch		0
Rajeev Shah		0
Ken Takanashi		0
Elisabeth Sandoval		14,893

EXECUTIVE OFFICERS

The following is biographical information for our executive officers, including their ages as of April 13, 2020

Name	Age	Position(s)
Executive Officers
John Kollins	57	President and Chief Executive Officer
Detlef Albrecht, M.D.	59	Chief Medical Officer
Tom O’Neil	55	Chief Financial Officer

Executive Officers

Mr. Kollins’ biographical information is included above under “Proposal No. 1 Election of Directors.”

Detlef Albrecht, M.D., Chief Medical Officer. Dr. Albrecht has served as our Chief Medical Officer since July 2017. Previously, Dr. Albrecht served in various roles at Armetheon, Inc., a pharmaceutical company, from May 2015 to June 2017, most recently as Head of Research and Development. He also served as President and Chief Executive Officer for Sorbent Therapeutics, Inc., a biopharmaceutical company, from August 2010 to July 2014. Dr. Albrecht received a Physician Degree and an M.D. from Rheinisch-Westfälische Technische Hochschule Aachen University.

Tom O’Neil, Chief Financial Officer. Mr. O’Neil has served as our Chief Financial Officer since January 2019. Previously, Mr. O’Neil served as Chief Financial Officer at Protagonist Therapeutics, Inc., a public biopharmaceutical company, from February 2016 to January 2019. Prior to that, he served as Chief Financial Officer for Arcadia Biosciences, Inc., a biopharmaceutical company, from March 2015 to September 2015. From January 2014 to July 2014, Mr. O’Neil served as Chief Financial Officer of Sorbent Therapeutics, Inc., a biopharmaceutical company. From September 2011 to December 2013, Mr. O’Neil served as a consultant to Sorbent and a variety of health care and technology companies. From December 2009 to August 2011, Mr. O’Neil served as Vice President of Finance & Administration of ChemGenex Pharmaceuticals Ltd., a biopharmaceutical company. From March 2007 to May 2009, Mr. O’Neil served as Vice President of Finance & Administration of Nodality, Inc., a biotechnology company. Mr. O’Neil received a BA in International Relations from Pomona College, and an M.B.A. from The UCLA Anderson Graduate School of Management.

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EXECUTIVE COMPENSATION

The following discusses our executive compensation program for our 2019 named executive officers (“NEOs”). As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. In addition, as an emerging growth company, we are not required to hold an advisory vote to approve the compensation of our NEOs, or“say-on-pay” vote.

Our Compensation Committee, the members of which are appointed by our Board, is responsible for establishing, implementing and monitoring our compensation philosophy and objectives. We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.

Our NEOs for fiscal year 2019 and their positions with the Company were as follows:

• John Kollins, Chief Executive Officer;

• Detlef Albrecht, Chief Medical Officer; and

• Tom O’Neil, Chief Financial Officer.

Mr. O’Neil joined us on January 14, 2019 as our Chief Financial Officer.

2019 Summary Compensation Table

The following table sets forth total compensation earned by our NEOs for the fiscal years presented.

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		Total ($)
John Kollins		2019		391,108		0		809,510		167,485		1,368,103
Chief Executive Officer		2018		361,623		0		86,400		120,157		568,180
Detlef Albrecht		2019		365,641		0		217,945		117,563		701,149
Chief Medical Officer		2018		343,050		0		34,560		98,582		476,192
Tom O’Neil(4)		2019		298,710		80,000		456,769		96,472		931,951
Chief Financial Officer

(1) Amount for Mr. O’Neil represents asign-on bonus we paid to Mr. O’Neil in connection with the commencement of his employment with us in February 2019. Thesign-on bonus was paid in two equal installments of $40,000, the first of such installments was paid on the first payroll date following the date he commenced employment with us in January 2019 and the second installment was paid in April 2019.

(2) Amounts reflect the full grant date fair value of option awards during 2019 computed in accordance with ASC Topic 718. See Note 11 of the audited financial statements included in our Annual Report on Form10-K for the fiscal year ended December 31, 2019 for the assumptions used in calculating these amounts. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting of the applicable awards.

(3) Amounts represent the annual performance-based cash incentive earned by our NEOs based on the achievement of certain corporate performance objectives and individual performance during 2019. These amounts were paid to the NEOs in early 2020. Please see the descriptions of the annual performance incentive payments paid to our NEOs under “2019 Incentive Compensation” below.

(4) Mr. O’Neil joined us on January 14, 2019 as our Chief Financial Officer, so his compensation paid to him in fiscal year 2019 waspro-rated for his partial service.

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Outstanding Equity Awards at 2019 Fiscal Year End

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2019.

				Option Awards
Name	Vesting Commencement Date(1)			Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price (#)		Option Expiration Date
John Kollins.		1/18/2017			58,230		34,575	$	0.90		1/18/2027
		1/18/2017			74,462		34,580	$	1.04		5/1/2028
		4/19/2017	(2)		13,298		0	$	0.90		4/19/2027
		5/15/2019	(3)		29,915		236,262	$	4.56		5/15/2029
Detlef Albrecht		6/19/2017			31,914		19,149	$	0.90		7/20/2027
		6/19/2017			11,702		19,149	$	1.04		5/1/2028
		5/15/2019	(3)		10,857		63,610	$	4.56		5/15/2029
Tom O’Neil		1/31/2019			0		76,595	$	1.04		1/31/2029
		5/15/2019	(3)		10,549		61,790	$	4.56		5/15/2029

(1) Except as otherwise noted, options and stock awards vest as to 25% of the shares on the one year anniversary of the vesting commencement date and vest as to 1/36th of the remaining shares monthly thereafter, such that all awards will be vested on the four year anniversary of the vesting commencement date, subject to continued service through each applicable vesting date.

(2) Upon achievement of a qualified financing on February 1, 2018, (i) 66,489 of the shares subject to the option on the date of such financing vested and (ii) the remaining shares subject to the option will vest in equal monthly installments thereafter, subject to continued service through each applicable vesting date.

(3) The shares subject to the option vest as to 1/48th of the shares subject to the option on each monthly anniversary of the vesting commencement date, subject to continued service through each applicable vesting date.

Narrative to 2019 Summary Compensation Table and Outstanding Equity Awards at 2019 Fiscal Year End

Executive Compensation Philosophy & Compensation Mix

We believe our executive compensation program is closely aligned with stockholders’ interests. While base salary and an annual performance-based cash incentive opportunity incentivize the achievement of shorter-term goals, our long-term equity awards represent a longer-term compensation structure that promotes retention and continuous commitment to the operating results of the Company. We further believe this compensation mix rewards each executive, including the NEOs, for their individual contributions to the Company, both present and future. At this phase in our growth cycle, a majority of the annual total direct compensation of our NEOs is directly tied, through the use of equity awards, to the growth in the value of our common stock.

Executive Compensation Process

The Compensation Committee oversees our executive compensation program (including our executive compensation policies and practices), administers our various equity plans and approves or makes recommendations regarding the compensation of our executive officers, including our NEOs, to the Board. The Compensation Committee reviews the performance of each NEO to determine whether to make any changes to their compensation. The Compensation Committee approves such changes or presents its recommendations to our Board for review and final approval.

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Our Chief Executive Officer, John Kollins, makes recommendations to the Compensation Committee regarding the salary, annual cash incentive award, and equity awards for the executive officers other than himself, including the NEOs. At the Compensation Committee’s request, Mr. Kollins reviews with the Compensation Committee the individual performance of each of the other executive officers, including each of our NEOs. The Compensation Committee gives considerable weight to Mr. Kollins’ evaluations and determines whether the recommended changes in each executive officer’s compensation, if any, are appropriate.

The Compensation Committee receives support from Radford in designing our executive compensation program and analyzing competitive market practices. In addition, Mr. Kollins participates in Compensation Committee meetings, providing input from our executive team on organizational structure, executive development, and financial analysis.

While the Compensation Committee does not establish compensation levels based solely on a review of competitive market data, it believes that such data is a useful tool in its deliberations as it recognizes that our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate, and retain qualified executive officers. Generally, the Compensation Committee reviews our executive compensation relative to our established competitive market (based on an analysis of the compensation policies and practices of a select group of peer companies) every year. The Compensation Committee uses the competitive market data when evaluating all aspects of executive compensation. The Compensation Committee engages Radford to assist with updating our compensation peer group and assessing the competitiveness of our executive compensation program.

2019 Salaries

We use base salary to compensate our NEOs for their experience, skills, knowledge, role and responsibilities. When establishing the base salaries of our NEOs, our Board of Directors and the Compensation Committee consider a variety of factors, including each NEO’s seniority and level of responsibility as well as competitive market data and our ability to find a replacement if the individual left our employment. The base salary of each NEO is reviewed annually and adjusted from time to time to reflect performance and realign with market data. In July 2019, upon recommendation of the Compensation Committee, the Board approved increasing Mr. Kollins’ annual base salary from $372,216 to $410,000, Dr. Detlef’s annual base salary from $356,281 to $375,000, and Mr. O’Neil’s annual base salary from $300,000 to $320,000.

2019 Incentive Compensation

We use cash incentive compensation to motivate our NEOs to achieve our annual operational objectives, while making progress towards our longer-term growth and other corporate goals. At the beginning of each year, typically in January, the Board approves a set of technical, operational, and financial goals for the Company for that year which are key drivers in determining the eventual cash incentive compensation for that year. The Compensation Committee recommends target annual cash incentive compensation targets for our NEOs to our Board for its consideration and approval. Each NEO’s target cash incentive is expressed as a percentage of base salary which can be achieved by meeting corporate goals at target level. The 2019 annual cash incentive targets for Mr. Kollins, Dr. Detlef and Mr. O’Neil were set at 43%, 33% and 33% of their respective base salaries.

For 2019, our NEOs were eligible to earn annual cash incentives based on the achievement of certain corporate performance objectives approved by the Compensation Committee and the Board. For the 2019, the Board set corporate performance goals in the two broad strategic areas of (i) advancing our therapeutic program and (ii) building capabilities (including financial goals). Both areas included specific performance objectives and a corresponding weighting that the Board assessed and took into account in determining 2019 bonus awards. This approach was consistent with our general compensation policy of paying for performance by setting aggressive performance goals and rewarding our employees through an annual cash incentive bonus program that is based primarily upon achievement of these goals. Following its review and determinations of corporate and individual

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performance for 2019, our Board determined an achievement level of 95% for each NEO.The actual annual cash incentives awarded to each NEO for 2019 performance are set forth above in the Summary Compensation Table in the column titled“Non-Equity Incentive Plan Compensation.”

Equity Compensation

We use equity awards to motivate and reward our executive officers for long-term corporate performance based on the value of the Company’s common stock and, thereby, align the interests of our executive officers with those of our shareholders. We believe equity provides appropriate long-term incentive and retention of our executive officers.

Prior to our initial public offering, we maintained the 2016 Equity Incentive Plan (the “2016 Plan”), pursuant to which we made periodic grants of equity awards to our employees. In January 2019, in connection with his commencement of employment with us, the Board granted to Mr. O’Neil an option to purchase 76,595 shares of our common stock under the 2016 Plan, which vests as to 25% of the shares on the first anniversary of January 14, 2019 and as to 1/48^th of the shares on each monthly anniversary thereafter, subject to continued service through each applicable vesting date.

In May 2019, we granted the following stock option awards to our NEOs under the 2016 Plan, each of which vest as to 1/48^th of the shares subject to the option on each monthly anniversary of May 15, 2019, subject to continued service through the applicable vesting date:

NEO	Number of Shares Underlying Options
John Kollins		276,595
Detlef Albrecht		74,467
Tom O’Neil		72,339

In connection with our initial public offering, we adopted and our shareholders approved, the 2019 Incentive Award Plan (the “2019 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including our NEOs) and consultants of our company and certain of its affiliates and to enable us to obtain and retain services of these individuals, which is essential to our long-term success.

Other Elements of Compensation

Retirement Plan

We maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. We currently do not match employee contributions. We believe that providing a vehicle fortax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

Perquisites, Reimbursements and Other Benefits

We provide limited perquisites to our NEOs when our Compensation Committee determines that such perquisites are necessary or advisable to fairly compensate or incentivize our employees. For fiscal year 2019, we did not provide perquisites or other personal benefits to our NEOs.

Executive Compensation Arrangements

We entered into new severance agreements with each of our NEOs in August 2019, which superseded in their entirety their the severance under the prior employment agreements with us, as described below. The prior

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employment agreements provided for base salaries, target cash incentives, benefit plan participation, as well as certain additional benefits other than severance. For Mr. O’Neil his employment agreement also provided for asign-on bonus in the aggregate amount of $80,000, less applicable withholdings and deductions. Thesign-on bonus was paid in two equal installments of $40,000, the first of such installments was paid on the first payroll date following the date he commenced employment with us in January 2019 and the second installment was paid in April 2019.

John Kollins

Under our severance agreement with Mr. Kollins, if his employment with us is terminated without “cause” or he resigns for “good reason” (as each is defined in the severance agreement), he will be entitled to receive: (i) 12 months of continued base salary and (ii) payment or reimbursement of the cost of continued healthcare coverage for 12 months. In lieu of the foregoing benefits, if Mr. Kollins’ employment with us is terminated without “cause” or he resigns for “good reason” during the three-month period prior to, or the12-month period following, a change in control (as defined in the 2019 Plan), he will be entitled to receive: (i) 18 months of continued base salary, (ii) payment or reimbursement of the cost of continued healthcare coverage for 18 months, (iii) an amount equal to 18 months of his annual bonus for the year of termination assuming 100% of target performance and (iv) full accelerated vesting of any of his unvested equity awards (except any performance awards). The foregoing severance benefits are subject to his delivery of an executed release of claims against us and continued compliance with his confidentiality agreement with us.

Detlef Albrecht and Tom O’Neil

Under our severance agreement each of with Dr. Albrecht and Mr. O’Neil, if his employment with us is terminated without “cause” or he resigns for “good reason” (as each is defined in the applicable severance agreement), he will be entitled to receive: (i) nine months of continued base salary and (ii) payment or reimbursement of the cost of continued healthcare coverage for nine months. In lieu of the foregoing benefits, if his employment with us is terminated without “cause” or he resigns for “good reason” during the three-month period prior to, or the12-month period following, a change in control (as defined in the 2019 Plan), he will be entitled to receive: (i) 12 months of continued base salary, (ii) payment or reimbursement of the cost of continued healthcare coverage for 12 months, (iii) an amount equal to 12 months of his annual bonus for the year of termination assuming 100% of target performance and (iv) full accelerated vesting of any of his unvested equity awards (except any performance awards). The foregoing severance benefits are subject to his delivery of an executed release of claims against us and continued compliance with his confidentiality agreement with us.

The severance agreements with each of our NEOs includes a “best pay” provision, pursuant to which, in the event any payment or benefit the NEO would receive pursuant to the agreement or otherwise would be subject to an excise tax under Section 4999 of the Code, the NEO will receive the greater of (i) the full amount of such payments and benefits or (ii) a reduced amount such that no portion is subject to an excise tax under Section 4999 of the Code, whichever is more favorable to the NEO on anafter-tax basis.

Under the NEO’s severance agreements, “good reason” is defined as (i) a material reduction in their duties, authority or responsibilities, (ii) a material reduction by us of their annual base salary or annual bonus or incentive compensation opportunity, (iii) a requirement by us that their principal place of employment relocate to a location more than 30 miles from their principal place of employment immediately prior to their termination or our requiring they be based anywhere other than such principal place of employment (or permitted relocation thereof), (iv) any action or inaction that constitutes an uncured, material breach by the Company of any agreement between us and them, or any uncured, material breach by us of a policy relating to the benefits to which they are entitled and (v) in the case of Mr. Kollins’ severance agreement, a requirement by us that he report to a corporate officer or employee instead of directly to the Board.

Under the NEO’s severance agreements, “cause” is defined as the occurrence of any of the following: (i) their willful and continued failure to perform their material duties to the us that goes uncured after notice is

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provided; (ii) their willful or intentional conduct that causes or is expected to cause material and demonstrable injury to us; or (iii) their conviction of, or a plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof, or (B) a misdemeanor involving moral turpitude.

Compensation Risk Assessment

Consistent with the SEC’s disclosure requirements, we have assessed our compensation programs for all employees. We have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. Management has evaluated our executive and employee compensation and benefits programs to determine if these programs’ provisions and operations create undesired or unintentional risk of a material nature. The risk assessment process includes a review of program policies and practices; analysis to identify risks and risk controls related to our compensation programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, the effectiveness of our risk controls and the impacts of our compensation programs and their risks to our strategy. Although we periodically review all compensation programs, we focus on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout. In relation to this, we believe that our incentive compensation arrangements provide incentives that do not encourage risk taking beyond our ability to effectively identify and manage significant risks and are compatible with effective internal controls and our risk management practices.

The Compensation Committee monitors our compensation programs on an annual basis and expects to make modifications as necessary to address any changes in our business or risk profile.

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INFORMATION ABOUT STOCK OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information as to the beneficial ownership of our common stock as of April 13, 2020 for:

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

• each named executive officer as set forth in the summary compensation table above;

• each of our directors; and

• all executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 13, 2020 are deemed to be outstanding and to be beneficially owned by the person holding the stock options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock in the table is based on 17,387,847 shares of our common stock issued and outstanding on April 13, 2020. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and Schedules 13G, if any, filed with the SEC. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Satsuma Pharmaceuticals, Inc., 400 Oyster Point Boulevard, Suite 221 South San Francisco, CA 94080

Name and Address of Beneficial Owner	Common Stock		Options or Warrants Exercisable within 60 days		Number of Shares Beneficially Owned			Percentage Ownership
5% and Greater Stockholders:
Entities Affiliated with RA Capital Management, L.P. (1)		4,681,858		0		4,681,858			26.3	%
TPG Biotechnology Partners V, L.P.(2)		1,885,939		0		1,885,939			10.6	%
Shin Nippon Biomedical Laboratories, Ltd.(3)		1,561,719		0		1,561,719			8.8	%
Hadley Harbor Master Investors (Cayman) II L.P.(4)		2,341,211		0		2,341,211			13.2	%
Osage University Partners III, LP(5)		935,058		0		935,058			5.3	%
Citadel Multi-Strategy Equities Master Fund Ltd. (Surveyor)(6)		1,017,482		0		1,017,482			5.7	%
Mutual Fund Series Trust, On Behalf of Eventide Healthcare & Life Sciences Fund(7)		983,382		0		983,382			5.5	%
Named Executive Officers and Directors:
John Kollins(8)		305,911		231,313		537,224			3.0	%
Tom O’Neil (9)		0		42,615		42,615			*
Detlef Albrecht, MD(10)		20,212		70,866		91,078			*
Heath Lukatch, PhD		0		0		0			*
Thomas B. King(11)		0		29,253		29,253			*
Michael Riebe, PhD(12)		0		29,253		29,253			*
Rajeev Shah(13)		4,681,858		0		4,681,858			26.3	%
Ken Takanashi, MBA, CPA(14)		1,561,719		0		1,561,719			8.8	%
Elisabeth Sandoval(15)		0		7,446		7,446	*
All directors and executive officers and directors as a group (9 persons)		6,569,700		410,746		6,980,446			39.2	%

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* Indicates beneficial ownership of less than 1% of the total outstanding common stock.

(1) Consists of (i) 3,923,460 shares of common stock directly held by RA Capital Healthcare Fund, L.P. (“RA Capital Fund”) and (ii) 758,398 shares of common stock held by Blackwell Partners LLC – Series A (“Account”). RA Capital Management, L.P. (“RA Capital”) is the investment manager of RA Capital Fund and the Account. RA Capital Management GP, LLC (“RA Capital GP”) is the general partner of RA Capital, of which Peter Kolchinsky and Rajeev Shah are the managing members. Each of these individuals disclaims beneficial ownership of the reported securities held by RA Capital Fund except to the extent of his pecuniary interest therein. Each of the individuals has no pecuniary interest in the reported securities of the Account and therefore disclaims beneficial ownership of those securities. The address for these entities is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

(2) Consists of 1,885,939 shares of common stock held by TPG Biotechnology Partners V, L.P., a Delaware limited partnership (“TPG Biotechnology V”), whose general partner is TPG Biotechnology GenPar V, L.P., a Delaware limited partnership, whose general partner is TPG Biotechnology GenPar V Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Holdings I, L.P., a Delaware limited partnership, whose general partner is TPG HoldingsI-A, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner is TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation. David Bonderman and James G. Coulter are sole stockholders of TPG Group Holdings (SBS) Advisors, Inc. and may therefore be deemed to be the beneficial owners of the securities held by the TPG Biotechnology V. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities held by the TPG Biotechnology V except to the extent of their pecuniary interest therein. The address of each of TPG Group Holdings (SBS) Advisors, Inc. and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

(3) Mr. Takanashi is a director and executive officer of SNBL and its affiliates such that Mr. Takanashi may be deemed to hold the power to direct the disposition and vote of, and therefore to own the shares held by SNBL. Mr. Takanashi disclaims beneficial ownership of all shares held by SNBL except to the extent of any actual pecuniary interest. The address for this entity is St. Luke’s Tower, 28F,8-1Akashi-cho,Chuo-ku, Tokyo104-004, Japan.

(4) Consists of 2,341,211 shares of common stock held by Hadley Harbor Master Investors (Cayman) II L.P. Wellington Management Company LLP, a registered investment company under the Investment Advisors Act of 1940, as amended, is the investment adviser to Hadley Harbor Master Investors (Cayman) II L.P. Wellington Management Company LLP is an indirect subsidiary of Wellington Management Group LLP. Wellington Management Group LLP and Wellington Management Company LLP may be deemed beneficial owners (within the meaning ofRule 13d-3 promulgated under the Exchange Act) with shared investment and voting power over the shares held by Hadley Harbor Master Investors (Cayman) II L.P. The mailing address of Hadley Harbor Master Investors (Cayman) L.P. and the Wellington entities is 280 Congress Street, Boston, Massachusetts 02110.

(5) Consists of 935,058shares of common stock held by Osage University Partners III, LP.The address for this entity is 50 Monument Road, Suite 201, Bala Cynwyd, Pennsylvania 19004.

(6) Citadel Advisors LLC (“Citadel Advisors”), acts as the portfolio manager of Citadel. Citadel Advisors Holdings LP (“CAH”), is the sole member of Citadel Advisors, and Citadel GPLLC (“CGP”), is the general partner of CAH. Kenneth Griffin owns a controlling interest in CGP and may be deemed to share voting and dispositive power over shares held by Citadel. The address for this entity is 601 Lexington Avenue, New York, New York 10022.

(7) Consists of 983,382shares of common stock held by Mutual Fund Series Trust, On Behalf of Eventide Healthcare & Life Sciences Fund. The address for this entity is One International Place, Suite 4210, Boston, Massachusetts 02110.

(8) Consists of (i) 305,911 shares of common stock and (ii) 231,313 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 13, 2020.

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(9) Consists of 42,615 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 13, 2020.

(10) Consists of (i) 20,212 shares of common stock and (ii) 71,666 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 13, 2020.

(11) Consists of 29,253 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 13, 2020.

(12) Consists of 29,253 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 13, 2020.

(13) Consists of the shares described in footnote 1 above. Mr. Shah is a member of the portfolio management team at RA Capital such that Mr. Shah may be deemed to hold the power to direct the disposition and vote of, and therefore to own the shares held by RA Capital Fund and the Account. Mr. Shah disclaims beneficial ownership of all shares held by RA Capital Fund and the Account except to the extent of any actual pecuniary interest.

(14) Consists of the shares described in footnote 3 above. Mr. Takanashi is a director and executive officer of SNBL and its affiliates such that Mr. Takanashi may be deemed to hold the power to direct the disposition and vote of, and therefore to own the shares held by SNBL. Mr. Takanashi disclaims beneficial ownership of all shares held by SNBL except to the extent of any actual pecuniary interest.

(15) Consists of 7,446 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 13, 2020.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with during the year ended December 31, 2019.

ADDITIONAL INFORMATION

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are Satsuma stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: 400 Oyster Point Boulevard, Suite 221 South San Francisco, CA 94080 or (3) request from the Company by calling (650)410-3200. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Form10-K, Proxy Statement, Proxy Card or Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered.

Other Matters

As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion of the proxy holder.

We have filed our Annual Report on Form10-K for the year ended December 31, 2019 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a Satsuma stockholder, we will mail without charge a copy of our Annual Report on Form10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form10-K. Exhibits to the Annual Report on Form10-K are available upon payment of a reasonable fee,

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which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Corporate Secretary, 400 Oyster Point Boulevard, Suite 221 South San Francisco, CA 94080.

By Order of the Board of Directors
	/s/ JOHN KOLLINS
	John Kollins President, Chief Executive Officer and Director

April 24, 2020

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VOTE BY INTERNET Before The Meeting—Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. ET on June 11, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/STSA2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BYPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 11, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D15627-P38653 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY SATSUMA PHARMACEUTICALS, INC. For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark “For All Except” and write the The Board of Directors recommends you vote FOR number(s) of the nominee(s) on the line below. the following: 1. Election of Directors ! ! ! Nominees: 01) John Kollins 02) Thomas King 03) Elisabeth Sandoval The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2. To ratify of the selection, by the Audit Committee of our Board, of KPMG LLP, as our independent registered public accounting firm for the year ending ! ! ! December 31, 2020. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice and Proxy Statement are available at www.proxyvote.com. D15628-P38653 SATSUMA PHARMACEUTICALS, INC. Annual Meeting of Shareholders June 12, 2020 11:00 AM, PT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) John Kollins and Tom O’Neil, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of SATSUMA PHARMACEUTICALS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 AM, PT on June 12, 2020, virtually via audio webcast at www.virtualshareholdermeeting.com/STSA2020, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. 23Apr2020 03:37 €€€€ Continued and to be signed on reverse side