Akero Therapeutics (AKRO) DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )

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Filed by a Party other than the Registrant   ☐

Check the appropriate box:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

AKERO THERAPEUTICS, INC.

(Name Of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

AKERO THERAPEUTICS, INC.
601 Gateway Boulevard, Suite 350
South San Francisco, CA 94080

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
To be held June 2, 2022

Notice is hereby given that the 2022 Annual Meeting of Stockholders, or Annual Meeting, of Akero Therapeutics, Inc., which will be held online on June 2, 2022 at 9:00 a.m. Eastern Time. Given the unpredictability and continuing concerns surrounding the COVID-19 pandemic, this year’s Annual Meeting will be held virtually. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/AKRO2022, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with these proxy materials to attend the Annual Meeting. The purpose of the Annual Meeting is the following:

1.

To elect two class III directors, Judy Chou, Ph.D. and Tomas Heyman, to our board of directors, to serve until the 2025 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal;

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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

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To consider and act upon a non-binding, advisory vote to approve the compensation of our named executive officers;

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To consider and act upon a non-binding, advisory vote on the frequency of future non-binding advisory votes on the compensation paid to our named executive officers; and

5.

To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The proposal for the election of directors relates solely to the election of class III directors nominated by the Board of Directors.

Only Akero Therapeutics, Inc. stockholders of record at the close of business on April 4, 2022, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of each of the two nominees for class III directors and “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Whether or not you expect to attend the Annual Meeting online, please complete, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope provided to ensure your representation and the presence of a quorum at the Annual Meeting. Alternatively, you may vote your shares on the Internet by visiting www.proxyvote.com or by telephone by calling 1-800-690-6903 and following the recorded instructions by 11:59 p.m. EST on June 1, 2022. If you vote your shares on the Internet or by telephone, you will need to enter the 16-digit control number provided on your proxy card or voting instruction form. Your vote is important regardless of the number of shares you own. If you attend the Annual Meeting online, you may vote your shares during the Annual Meeting virtually via the Internet even if you previously voted your proxy. Your proxy is revocable in accordance with the procedures set forth in

the proxy statement. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

By order of the Board of Directors,

/s/ Andrew Cheng

Andrew Cheng. M.D., Ph.D.
President and Chief Executive Officer

South San Francisco, California
April 28, 2022

Table of Contents

​	Page
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS	​	2
GENERAL INFORMATION	​	2
PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTORS	​	8
PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AKERO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022	​	14
PROPOSAL NO. 3 — NON-BINDING ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	​	16
PROPOSAL NO. 4 — NON-BINDING ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	​	17
COMPENSATION DISCUSSION & ANALYSIS	​	18
CORPORATE GOVERNANCE	​	39
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	45
PRINCIPAL STOCKHOLDERS	​	47
REPORT OF THE AUDIT COMMITTEE	​	51
HOUSEHOLDING	​	52
STOCKHOLDER PROPOSALS	​	52
OTHER MATTERS	​	52

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AKERO THERAPEUTICS, INC.
601 Gateway Boulevard, Suite 350
South San Francisco, CA 94080

PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 2022

This proxy statement contains information about the 2022 Annual Meeting of Stockholders, or the Annual Meeting, of Akero Therapeutics, Inc., which will be held online on June 2, 2022 at 9:00 a.m. Eastern Time. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/​AKRO2022, where you will be able to vote electronically and submit questions. The board of directors of Akero Therapeutics, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Akero,” “we,” “us,” and “our” refer to Akero Therapeutics, Inc. The mailing address of our principal executive offices is Akero Therapeutics, Inc., 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in this proxy statement. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.

Our Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) and this proxy statement and proxy card are first being mailed to stockholders on or about April 28, 2022.

Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on June 2, 2022

This proxy statement and our 2021 Annual Report to Stockholders are
available for viewing, printing and downloading at www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Akero Therapeutics, Inc. 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are also available on the SEC’s website at www.sec.gov.

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AKERO THERAPEUTICS, INC.

PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Why are you holding a virtual Annual Meeting?

The safety of our stockholders is important to us and given the current unpredictability and continuing concerns surrounding the COVID-19 pandemic, this year’s Annual Meeting will be a “virtual meeting” of stockholders. We have implemented the virtual format in order to facilitate stockholder attendance at our Annual Meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management.

How do I attend and participate in the Annual Meeting online?

To attend and participate in the Annual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/​AKRO2022 and use their control number provided in the proxy card to access this website, and beneficial owners of shares held in street name will need to follow the same instructions.

You will need the 16-digit control number included on your proxy card or voting instruction form, as applicable.

Will I be able to ask questions during the Annual Meeting?

If you are a stockholder and wish to submit a question during the Annual Meeting, you may log into the meeting, and submit a question in the “Ask A Question” field. Our Annual Meeting will be governed by the Annual Meeting’s Rules of Conduct, which will address the ability of stockholders to ask questions during the meeting and rules for how questions will be recognized and addressed. The Annual Meeting’s Rules of Conduct will be available www.virtualshareholdermeeting.com/AKRO2022 during the Annual Meeting.

If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.

The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage stockholders to access the webcast before the Annual Meeting’s start time. Online check-in will begin, and stockholders may begin submitting written questions, at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

How can I get help if I have trouble checking in or listening to the meeting online?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

The proxy materials, including this proxy statement, a proxy card for shares held in street name (i.e. held for your account by a broker of other nominee), or voting instruction card and Akero’s 2021 Annual Report, are being mailed to stockholders on or about April 28, 2022. These materials are also available for viewing, printing and downloading on the Internet at www.proxyvote.com. You will need the 16-digit control number included on your proxy card to access these materials.

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Who is soliciting my vote?

Our board of directors is soliciting your vote for the Annual Meeting, including at any adjournments or postponements of the meeting.

When is the record date for the Annual Meeting?

The record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 4, 2022.

How many votes can be cast by all stockholders?

There were 35,022,935 shares of our common stock, par value $0.0001 per share, outstanding on April 4, 2022, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. None of our shares of undesignated preferred stock were outstanding as of April 4, 2022.

What is the difference between a “stockholder of record” and a beneficial owner of shares held in “street name?”

Stockholder of Record.   If you own shares that are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered a “stockholder of record” of those shares. For these shares, your set of proxy materials has been sent to you directly by us. You may vote your shares by proxy prior to the Annual Meeting by following the instructions contained on the enclosed proxy card.

Beneficial Owners of Shares Held in Street Name.   If you own shares that are held in a brokerage account or by a bank, trust or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name.” With respect to these shares, your set of proxy materials has been 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 the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.

How do I vote?

If you are a stockholder of record, there are several ways for you to vote your shares.

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By Telephone.   You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your proxy card. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time on June 1, 2022.

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By Internet.   You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your proxy card. Votes submitted through the Internet must be received by 11:59 p.m. Eastern Time on June 1, 2022.

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By Mail.   You may vote by mail by completing, signing and dating the enclosed proxy card and returning it in the enclosed prepaid envelope. Sign your name exactly as it appears on the proxy cards. Votes submitted through the mail must be received by June 1, 2022.

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During the Annual Meeting.   Instructions on how to vote while participating in the Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/AKRO2022.

Even if you plan to participate in our virtual Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to participate in the Annual Meeting. If you submit a proxy via the Internet or by telephone, your voting instructions authorize the proxy holders in the same manner as if you signed, dated, and returned your proxy card. If you submit a proxy via the Internet or by telephone, you do not need to return your proxy card.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders

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should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares on your own behalf at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

By Proxy

If you will not be attending the Annual Meeting, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the enclosed proxy card. Proxies submitted by mail must be received before the start of the Annual Meeting.

If you complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

How do I revoke my proxy?

You may revoke your proxy by (1) following the instructions on the Notice and entering a new vote by mail that we receive before the start of the Annual Meeting or over the Internet by the cutoff time of 11:59 p.m. Eastern Time on June 1, 2022, (2) attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or sent to our principal executive offices at Akero Therapeutics, Inc., 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080, Attention: Corporate Secretary.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

How is a quorum reached?

Our Amended and Restated Bylaws, or bylaws, provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained. There were 35,022,935 shares of common stock outstanding and entitled to vote on April 4, 2022, our record date. Therefore, a quorum will be present if 17,511,468 shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting.

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How is the vote counted?

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Amended and Restated Certificate of Incorporation, or certificate of incorporation, or bylaws. Abstentions and broker “non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner.

If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. Each of Proposal 1, Proposal 3 and Proposal 4 is a “non-discretionary” item. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote for this proposal, and those votes will be counted as broker “non-votes.” Proposal No. 2 is considered to be a discretionary item, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you.

Proposal 1 — Election of two Class III director nominees

To be elected, the directors nominated via Proposal No. 1 must receive a plurality of the votes cast and entitled to vote on the proposal, meaning that the director nominees receiving the most votes will be elected. Shares voting “withheld” have no effect on the election of directors.

Proposal 2 — Ratification of selection of Deloitte & Touche LLP as our independent registered public accounting firm

The approval of Proposal No. 2 requires that a majority of the votes properly cast vote FOR this proposal. Shares voting “abstain” have no effect on the outcome of Proposal No. 2.

Proposal 3 — Non-binding advisory vote on named executive officer compensation

For the non-binding advisory vote on named executive officer compensation, the votes cast FOR must exceed the votes cast AGAINST to approve, on a non-binding advisory basis, the compensation of our named executive officers. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the voting of Proposal 3. Proposal 3 is a non-routine matter. Therefore, if your shares are held by your bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee cannot vote your shares on Proposal 3. Shares held in street name by banks, brokers or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 3 will not be counted as votes FOR or AGAINST the proposal and will be treated as broker non-votes. As a result, broker non-votes will have no effect on the voting of Proposal 3. Because this vote is advisory and not binding on us, our board of directors or our compensation committee in any way, our board of directors and compensation committee may decide that it is in our and our stockholders’ best interests to compensate our named executive officers in an amount or manner that differs from what is approved by our stockholders, but our board of directors and compensation committee will take into account the outcome of the vote when considering future executive compensation matters.

Proposal 4 — Non-binding advisory vote on the frequency of future non-binding advisory votes on named executive officer compensation

A plurality of votes casts is necessary for the approval of the non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers in Proposal 4. This means that the option that receives the most votes will be recommended by the stockholders to our board of directors. Abstentions and broker non-votes are not counted for the advisory vote on frequency of future non-binding advisory votes on our executive compensation and, therefore, will have no effect on the outcome of this Proposal 4. Proposal 4 is a non-routine matter. Therefore, if your shares are held

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through a broker, those shares will not be voted in this Proposal 4 unless you affirmatively provide the broker with instructions on how to vote on this Proposal 4. Because this vote is advisory and not binding on us or our board of directors in any way, our board of directors may decide that it is in our and our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than what is approved by our stockholders.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. We have hired Broadridge Financial Solutions, Inc. to assist us in the distribution of proxy materials described above. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.

How may stockholders submit matters for consideration at an annual meeting?

The required notice must be in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting were held in the preceding year, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs.

In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2023 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and be received not later than December 29, 2022. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

How can I know the voting results?

We plan to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, or Form 8-K, that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

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OVERVIEW OF PROPOSALS

This Proxy Statement contains four proposals requiring stockholder action. Proposal No. 1 requests the election of two Class III directors to our board of directors. Proposal No. 2 requests the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Proposal No. 3 asks for consideration of and action upon a non-binding, advisory vote to approve the compensation of our named executive officers (“say-on-pay”). Proposal No. 4 requests a vote for holding the non-binding advisory vote on the compensation of our named executive officers once every year (“say-on frequency”). Each of the proposals is discussed in more detail in the pages that follow.

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PROPOSAL NO. 1 — ELECTION OF CLASS II DIRECTORS

Our board of directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

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the class I directors are Andrew Cheng, M.D., Ph.D., Jane Henderson and Mark Iwicki, and their terms will expire the annual meeting of stockholders to be held in 2023;

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the class II directors are Seth L. Harrison, M.D., Graham Walmsley, M.D., Ph.D., and Yuan Xu, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2024; and

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the class III directors are Judy Chou, Ph.D. and Tomas Heyman and their terms will expire at the Annual Meeting.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Our board of directors has nominated Judy Chou, Ph.D. and Tomas Heyman for election as the class III directors at the Annual Meeting. The nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors.

Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. While our Director Guidelines do not specify assigned weights to particular criteria, our board of directors and nominating and corporate governance committee believe it is essential that members of our board of directors represent diverse viewpoints and that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board of directors to promote our strategic objectives and fulfill its responsibilities to our stockholders. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many other factors, including industry knowledge, operational experience, scientific and academic expertise and personal backgrounds.

The composition of our board of directors currently includes four individuals who are diverse under the Nasdaq listing rule regarding board diversity, as presented in the below Board Diversity Matrix. Under the Nasdaq listing rule, directors who self-identify as (i) female, (ii) an underrepresented minority, or (iii) LGBTQ+ are defined as being diverse.

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Board Diversity Matrix

As of April 28, 2022​

Total Number of Directors	8
​	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	2	​	3
Part II: Demographic Background
African American or Black	​	​	​	​
Alaskan Native or Native American	​	​	​	​
Asian	2	1	​	​
Hispanic or Latinx	​	​	​	​
Native Hawaiian or Pacific Islander	​	​	​	​
White	1	1	​	​
Two or More Races or Ethnicities	​	​	​	​
LGBTQ+	​
Did Not Disclose Demographic Background	3

In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.

Nominees for Election as Class III Directors

The following table identifies our nominees for Class III directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 4, 2022.

Name	Positions and Offices Held with Akero	Director Since	Age
Tomas Heyman	Director	2020	66
Judy Chou, Ph.D.	Director	2021	45

Judy Chou, Ph.D.

Dr. Chou has served as a member of our board of directors since July 2021. Dr. Chou is a biotech industry leader with a track record of over two decades of driving drug development and biomanufacturing successes in established and emerging growth biopharmaceutical companies. Dr. Chou is currently
President & CEO of AltruBio, Inc., a company focused on developing novel therapeutics for immunological diseases. Prior to AltruBio, she was senior vice president and global head of Biotech at Bayer AG where she oversaw a more than $3 billion biotechnology product portfolio and led drug development and launch activities for the companies’ biologics pipeline. Earlier in her career, Dr. Chou held senior pharmaceutical operations and manufacturing roles at Pfizer, Inc., formerly Medivation, and Tanvex Biopharma, Inc. Before joining the industry, Dr. Chou was a research faculty member at Harvard University Medical School, focused on cell biology and neuroscience research. She received her Ph.D. from Yale University and completed her post-doctoral training at Max-Planck Institute in Germany. We believe that Dr. Chou is qualified to serve on our board of directors due to her extensive experience leading biotech companies and knowledge of the life sciences industry.

Tomas Heyman

Mr. Heyman has served as a member of our board of directors since June 2020. Mr. Heyman most recently was the President of Johnson & Johnson Development Corporation, the corporate venture capital

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group of Johnson & Johnson, from April 2015 until September 2019. He also served as the Global Head of Business Development, Pharmaceuticals Group of Janssen Global Services, LLC from March 1992 to March 2015, and served as the CEO of Janssen Pharmaceutica NV in Belgium from November 2008 to November 2016. He currently serves on the board of directors of OptiNose, Inc. (Nasdaq: OPTN), a pharmaceutical company, and IMEC VZW in Belgium. Mr. Heyman received his Master of Law degree from Katholieke Universiteit Leuven in Belgium. He continued with post-graduate studies in International Law in Geneva, Switzerland, and post-graduate studies in Business Management at the University of Antwerp in Belgium. We believe that Mr. Heyman is qualified to serve on our Board due to his leadership experience and knowledge of the industry.

The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.

The board of directors recommends voting “FOR” the election of Judy Chou and Tomas Heyman as the class III directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2025.

Directors Continuing in Office

The following table identifies our Class I and Class II directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 4, 2022.

Name	Positions and Offices Held with Akero	Director Since		Class and Year in Which Term Will Expire		Age
Andrew Cheng, M.D., Ph.D.	Director, President and Chief Executive Officer	​	2019	​	Class I – 2023	​	55
Jane Henderson	Director	​	2019	​	Class I – 2023	​	57
Mark T. Iwicki	Director	​	2019	​	Class I – 2023	​	55
Seth L. Harrison, M.D.	Director	​	2019	​	Class II – 2024	​	61
Graham Walmsley, M.D., Ph.D.	Director	​	2018	​	Class II – 2024	​	35
Yuan Xu, Ph.D.	Director	​	2021	​	Class II – 2024	​	54

Class I Directors (Term Expires at 2023 Annual Meeting)

Andrew Cheng, M.D., Ph.D.

Dr. Cheng has served as our President and Chief Executive Officer since September 2018. Before joining the Company, Dr. Cheng was formerly at Gilead Sciences, Inc., a biopharmaceutical company, as the Chief Medical Officer from March 2018 through September 2018, Executive Vice President from February 2015 through September 2018 and Senior Vice President from February 2009 through February 2015. During his nearly 20-year tenure, he was responsible for the clinical development for the HIV program resulting in 11 FDA/EMA approved products. His past responsibilities also included medical affairs and the creation of the development operations department (regulatory affairs, clinical operations, pharmacovigilance, project management, clinical pharmacology and biometrics) which covered clinical development support in multiple therapeutic areas including oncology, inflammation, respiratory, cardiovascular, HIV and liver diseases. Currently, Dr. Cheng serves on the board of directors of Arbutus Biopharma Corporation (Nasdaq: ABUS) and Vera Therapeutics, Inc. (Nasdaq: VERA). Dr. Cheng has served on the board of directors of Syntimmune, Inc., a biotechnology company, which was acquired by Alexion Pharmaceuticals, Inc. Dr. Cheng holds a B.A. in biology from the Johns Hopkins University and a M.D. and Ph.D. in cellular and molecular biology from Columbia University College of Physicians and Surgeons. He completed his internal medicine residency at UCLA and was board certified in internal medicine. We believe Dr. Cheng is qualified to serve as a member of our board of directors due to his extensive experience in clinical development across multiple therapeutic areas.

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Jane Henderson

Ms. Henderson has served as a member of our board of directors since April 2019. Ms. Henderson currently serves as the Chief Financial Officer of Adagio Therapeutics, Inc., a biotechnology company developing best-in-class antibody therapeutics for coronaviruses, a position she has held since December 2020. Prior to joining Adagio Therapeutics, Ms. Henderson served as Chief Financial Officer of Turnstone Biologics Corp., a viral immuno-oncology company, from June 2018 to December 2020. Ms. Henderson also served as Chief Financial Officer and Senior Vice President of Corporate Development of Voyager Therapeutics, Inc., a gene therapy company, from January 2017 to June 2018, and as the Senior Vice President, Chief Financial and Business Officer of Kolltan Pharmaceuticals, Inc., an oncology biopharmaceutical company, from February 2013 until November 2016, when Kolltan Pharmaceuticals was acquired by Celldex Therapeutics, Inc. Prior to Kolltan Pharmaceuticals, Ms. Henderson served in various financial and business development executive roles at biopharmaceutical companies after spending almost 20 years in health care investment banking. During the past five years, Ms. Henderson has served on the board of directors of Sesen Bio Inc. (Nasdaq: SESN), a biopharmaceutical company, IVERIC Bio, Inc. (Nasdaq: ISEE), a biopharmaceutical company and Ventus Therapeutics, Inc. a biopharmaceutical company. Ms. Henderson received a B.S. in psychology from Duke University. We believe that Ms. Henderson is qualified to serve on our board of directors due to her extensive financial leadership in the life sciences industry and in health care investment banking.

Mark T. Iwicki

Mr. Iwicki has served as a member of our board of directors since November 2018 and as the chairperson of our board of directors since April 2019. Mr. Iwicki currently serves as the Chairman and Chief Executive Officer of Kala Pharmaceuticals, Inc., a pharmaceutical company, where he has been employed since April 2015. From February 2014 to November 2014 Mr. Iwicki served as President and Chief Executive Officer of Civitas Therapeutics, Inc. From December 2012 to January 2014, Mr. Iwicki served as President and Chief Executive Officer and Director at Blend Therapeutics, Inc., now known as Tarveda Therapeutics, Inc., a biotechnology company. From 2007 to June 2012, Mr. Iwicki served in several roles, including Chief Commercial Officer, President and Chief Operating Officer and Director and Chief Executive Officer at Sunovion Pharmaceuticals, Inc., formerly Sepracor, Inc., a pharmaceutical company. From 1998 to 2007, Mr. Iwicki held executive positions, including Vice President and Business Unit Head, at Novartis Pharmaceuticals Corporation, a pharmaceutical company. During the past five years, Mr. Iwicki has serves on the board of directors for Merus N.V. (Nasdaq: MRUS), a biopharmaceutical company, Kala Pharmaceuticals, Inc. (Nasdaq: KALA) a biopharmaceutical company and Aerovate Therapeutics, Inc. (Nasdaq: AVTE) a biopharmaceutical company, as well as on the board of directors of several private companies. Mr. Iwicki previously served on the board of directors of Aimmune Therapeutics, Inc., a biopharmaceutical company, from 2015 to 2020. Mr. Iwicki received a B.A. in business administration from Ball State University and an M.B.A. from Loyola University. We believe that Mr. Iwicki is qualified to serve on our Board due to his executive management and operational experience in the life science industry.

Class II Directors (Term Expires at 2024 Annual Meeting)

Seth L. Harrison, M.D.

Dr. Harrison has served as a member of our board of directors since April 2019 and previously from January 2017 to June 2018. Dr. Harrison has served as the managing partner of Apple Tree Partners, a series of venture capital funds investing in early-stage life sciences companies, including Akero, since 1999. During the past five years, Dr. Harrison served as a member of the board of directors of HeartWare International, Inc. (Nasdaq: HTWR). Dr. Harrison also currently serves as a member of the board directors of Stoke Therapeutics, Inc. (Nasdaq: STOK) and numerous private companies. Dr. Harrison also serves on the board of directors of the Harrison Atelier Foundation and Tortoise Foundation. Dr. Harrison received an A.B. from Princeton University, an M.D. and M.B.A. both from Columbia University, and completed a surgery internship at the Presbyterian Hospital in the City of New York. We believe that Dr. Harrison’s extensive experience as a senior executive and service on the board of directors of other life science companies qualifies him to serve as a member of our board of directors.

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Graham Walmsley, M.D., Ph.D

Dr. Walmsley has served as a member of our board of directors since June 2018. Since August 2019, Dr. Walmsley has been a Co-Founder and Managing Member of Logos Capital, a fundamental biotechnology-focused hedge fund. He previously served as a Principal at Versant Ventures from July 2016 to August 2019 where he invested in biotechnology companies across funds totaling $1.5 billion in assets under management. In addition, Dr. Walmsley served as Head of Business Development at Jecure Therapeutics, Inc., a preclinical stage biotechnology company, from June 2017 through its acquisition by Roche/Genentech in November 2018. Dr. Walmsley currently serves as a board director for ALX Oncology Holdings Inc. (Nasdaq: ALXO) and Olema Pharmaceuticals, Inc. (Nasdaq: OLMA), both clinical-stage biotechnology companies, as well as LifeSci Acquisition II Corp. (Nasdaq: LSAQ), a special purpose acquisition company. Dr. Walmsley received a B.A., summa cum laude in molecular and cell biology from the University of California, Berkeley and an M.D. and Ph.D. from Stanford University School of Medicine. We believe that Dr. Walmsley is qualified to serve on our board of directors due to his significant experience in the healthcare and biotechnology industry.

Yuan Xu, Ph.D.

Dr. Xu has served as a member of our board of directors since April 2021. Dr. Xu previously served as a board member and chief executive officer of Legend Biotech Co. (Nasdaq: LEGN) from March 2018 to August 2020. Before joining Legend, Dr. Xu was Senior Vice President at Merck & Co., Inc. from August 2015 to August 2017, where she led teams in biologics and vaccines discovery, development and commercialization. Prior to Merck, Dr. Xu served as a Vice President of Biologics and Site Head at Gilead Sciences, Inc. from March 2014 to August 2015, and previously held positions at Novartis AG, Amgen Inc, Chiron, Inc., GlaxoSmithKline PLC and Genentech Inc. Dr. Xu received a B.S. in biochemistry from Nanjing University and a Ph.D. in biochemistry from the University of Maryland. Dr. Xu also completed her post-doctoral training in virology and gene therapy at the University of California. Dr. Xu currently serves on the Board of Directors of Fate Therapeutics, Inc. (Nasdaq: FATE) and Xilio Therapeutics, Inc. (Nasdaq: XLO), and the Scientific Advisory Board and Manufacturing Advisory Board of National Resilience, Inc. We believe that Dr. Xu is qualified to serve on our board of directors due to her extensive experience leading biotech companies, as well as her experience as a director of other companies.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

Executive Officers Who Are Not Directors

The following table identifies our executive officers, and sets forth their current positions at Akero and their ages as of April 4, 2022. Biographical information for Dr. Cheng, our President and Chief Executive Officer, is set forth under the heading “Directors Continuing in Office” above.

Name	Position Held with Akero	Officer Since		Age
Jonathan Young, J.D., Ph.D.	Chief Operating Officer and Secretary	​	2017	​	52
William White, J.D.	Chief Financial Officer and Head of Corporate Development and Treasurer	​	2019	​	49
Timothy Rolph, DPhil	Chief Scientific Officer	​	2017	​	68
Kitty Yale	Chief Development Officer	​	2018	​	50

Jonathan Young, J.D., Ph.D.

Dr. Young served as our co-founder, President and Chief Executive Officer from April 2017 to September 2018, and since September 2018 as our co-founder, Executive Vice President, Chief Operating

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Officer and Secretary. Before joining the Company, Dr. Young served as a Venture Partner at Apple Tree Partners, a venture capital firm, from October 2016 to September 2018. From August 2014 to October 2016, he served as Vice President of Policy/Advocacy and General Counsel at Braeburn Pharmaceuticals, Inc. From October 2006 through August 2014, Dr. Young served in positions of increasing responsibility at FoxKiser LLP, a legal services firm, ultimately as Partner and General Counsel. He currently serves on the board of the MedStar Health Research Institute, the research division of the MedStar Health system. Dr. Young holds a B.A. in history from Messiah College, an M.A. and Ph.D. in American history from the University of North Carolina at Chapel Hill and a J.D. from Yale Law School.

William White, J.D.

Mr. White has served as our Executive Vice President, Chief Financial Officer and Head of Corporate Development and Treasurer since April 2019. Before joining our company, Mr. White served as a Managing Director and Head of US Life Sciences Investment Banking at Deutsche Bank Aktiengesellschaft from September 2017 until March 2019. Prior to that position, Mr. White was a Managing Director in Healthcare Investment Banking at Citigroup Inc from May 2006 until September 2017. Previously, he served as an associate and later as a Vice President in Healthcare Investment Banking at Goldman, Sachs & Co., from November 2000 to March 2006. Mr. White currently serves on the board of directors of Ventyx Biosciences, Inc. (Nasdaq: VTYX) and Disc Medicine, Inc., a private hematology company. Mr. White received an A.B. from Princeton University, an M.P.P. from Harvard University and a J.D. from Columbia University.

Timothy Rolph, DPhil.

Dr. Rolph has served as our co-founder and Chief Scientific Officer since April 2017. Before joining our company, Dr. Rolph served as a Venture Partner at Apple Tree Partners, a venture capital firm, from October 2016 to September 2018. From March 1994 to October 2016, Dr. Rolph served in various roles at Pfizer Inc., a pharmaceutical company, most recently as Senior Vice President, Program Value Enhancement from July 2014 to October 2016 and as Chief Scientific Officer, Cardiovascular and Metabolic and Endocrine Disease from January 2009 to June 2014. During his tenure at Pfizer Inc., Dr. Rolph also oversaw the Company’s FGF21 program. Dr. Rolph holds a B.Sc. in biochemistry from the University of London and a DPhil in muscle development from University of Oxford.

Kitty Yale

Ms. Yale has served as our Chief Development Officer since October 2018. Before joining the Company, Ms. Yale served in various roles at Gilead Sciences, Inc., a biotechnology company, from October 2001 to October 2018, where she held senior clinical research and operations roles and led global clinical operations and management of the Company’s oncology, HIV, inflammation and liver disease trials. Most recently, Ms. Yale served as Vice President of Clinical Operations at Gilead Sciences, Inc. from July 2016 to October 2018. Ms. Yale holds a B.Sc. in applied biology from Glasgow Caledonian University.

The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer.

There are no material legal proceedings to which any of our executive officers is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

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PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AS AKERO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2022

Akero’s stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Deloitte & Touche LLP as Akero’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Deloitte & Touche LLP has served as Akero’s independent registered public accounting firm since 2018.

The audit committee is solely responsible for selecting Akero’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Stockholder approval is not required to appoint Deloitte & Touche LLP as Akero’s independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Deloitte & Touche LLP. If the selection of Deloitte & Touche LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Akero and its stockholders.

A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

Akero incurred the following fees from Deloitte & Touche LLP, and its respective affiliates (the “Deloitte Entities”) for the audit of the consolidated financial statements, and for fees billed for other services provided by the Deloitte Entities during the years ended December 31, 2021 and 2020.

​	2021			2020
Audit fees(1)	​	$	872,753	​	$	689,705
Audit-related fees(2)	​	​	—	​	​	—
Tax fees	​	​	—	​	​	—
All other fees	​	​	1,895	​	​	—
Total fees	​	$	874,648	​	$	689,705

(1)

Audit fees consist of fees for the audit of our annual financial statements, the review of our interim financial statements included in our quarterly reports on Form 10-Q and fees related to our registration statements including comfort letters and consents.

(2)

All other fees consist of fees for products and services other than the services described above. During fiscal 2021, these pertained to an annual license fee for access to an accounting research software application.

Audit Committee Pre-approval Policy and Procedures

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During our 2021 and 2020 fiscal years, no services were provided to us by Deloitte & Touche LLP other than in accordance with the pre-approval policies and procedures described above.

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Vote Required and Board of Directors’ Recommendation

The approval of Proposal No. 2 requires that a majority of the votes properly cast vote FOR this proposal. Votes that are withheld will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee has authority to vote your unvoted shares held by the firm on this proposal. If your broker, bank or other nominee does not exercise this authority, such broker non-votes will have no effect on the results of this vote.

The board of directors recommends voting “FOR” Proposal No. 2 to ratify the appointment of Deloitte & Touche LLP as Akero’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

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PROPOSAL NO. 3 — NON-BINDING ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Our Board is committed to excellence in governance. As part of that commitment, and now that we no longer qualify as an “emerging growth company” and as required by Section 14A(a)(1) of the Securities Exchange Act, our Board is providing our stockholders with an opportunity to approve, on a non-binding advisory basis, the compensation of our named executive officers.

As described in the section entitled “Executive Compensation” and in the accompanying tables and narrative disclosure, our executive compensation programs are designed to attract, motivate and retain top-performing senior executives; establish compensation opportunities that are competitive and reward performance; and align the interests of our senior executives with the interests of our stockholders to drive the creation of sustainable long-term value. This vote is not intended to address any specific item of compensation or the compensation of any specific officer, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as discussed in this proxy statement.

For the reasons discussed above, the Board unanimously recommends that our stockholders vote in favor of the following resolution:

“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Summary Compensation Table and the other compensation related tables and disclosure.”

We urge you to read the Executive Compensation section of this Proxy Statement and the accompanying tables and narrative disclosure for additional details on the Company’s executive compensation, including our governance, framework, components, and the compensation decisions for the executive officers for the fiscal year ended December 31, 2021.

Vote Required and Board of Directors’ Recommendation

The resolution will be approved, on a non-binding advisory basis, if the votes cast FOR exceed the votes cast AGAINST the proposal. Abstentions and broker non-votes will have no effect on the voting of this proposal. As this vote is advisory, it will not be binding upon the Board or the Compensation Committee and neither our Board nor the Compensation Committee will be required to take any action as a result of the outcome of this vote. However, our Board and the Compensation Committee value the opinions of our stockholders, and the Compensation Committee will carefully consider the outcome of this vote when considering future executive compensation policies.

The board of directors recommends voting “FOR” Proposal No. 3, on an advisory basis, of the compensation of the Company’s executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

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PROPOSAL NO. 4 — NON-BINDING ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future non-binding advisory votes to approve the compensation of our executive officers. We are required to solicit stockholder votes on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers at least once every six years, although we may seek stockholder input more frequently.

By voting with respect to this Proposal Four, stockholders may indicate whether they would prefer that we conduct future non-binding, advisory votes to approve the compensation of our executive officers every one, two, or three years. Stockholders also may, if they wish, abstain from casting a vote on this Proposal Four.

After careful consideration, our Board has determined that an annual non-binding advisory vote to approve the compensation of our executive officers will allow our stockholders to provide timely and direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board believes that an annual vote is therefore consistent with the Company’s efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters. Accordingly, we are asking our stockholders to vote FOR the option of every “one year” at the Annual Meeting.

We recognize that the stockholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our stockholders as to their preferences on the frequency of an advisory vote on executive compensation. This vote is advisory and not binding on the Company or our Board. Although non-binding, the Board and the compensation committee value the opinions that stockholders express in their votes and will review the voting results and take them into consideration when making future decisions regarding the frequency of future advisory votes on the compensation of our executive officers.

Vote Required and Board of Directors’ Recommendation

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of our Board.

The board of directors recommends that you vote for the option of once every “one year” as the preferred frequency for future non-binding, advisory votes to approve the compensation of our executive officers.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation program as it relates to the following “named executive officers” or “NEOs” for 2021:

•

Andrew Cheng, M.D., Ph.D., our President and Chief Executive Officer

•

William White, J.D., our Chief Financial Officer

•

Jonathan Young, J.D., Ph.D., our Chief Operating Officer

•

Timothy Rolph, DPhil., our Chief Scientific Officer

•

Catriona Yale, our Chief Development Officer

The following discussion should be read together with the compensation tables and related disclosures set forth below.

Executive Summary

Business Overview and Fiscal Year 2021 Performance Highlights

We are a clinical-stage company developing transformational treatments for patients with serious metabolic diseases marked by high unmet medical need, including non-alcoholic steatohepatitis, (“NASH”) a disease without any approved therapies.

In 2021, we built on the strong results from our Phase 2a study evaluating EFX in patients with biopsy-confirmed NASH by initiating two Phase 2b clinical trials in patients with pre-cirrhotic and cirrhotic NASH. We made significant progress on our corporate goals for 2021, which were adopted in December 2020, including the following achievements that impacted executive compensation:

•

Read-out of results from the BALANCED Study Cohort C in patients with compensated cirrhosis due to NASH;

•

Enrollment of over 90% of our target enrollment for our Phase 2b clinical trial in patients with pre-cirrhotic, the HARMONY study;

•

Receipt of ex-US regulatory feedback on our anticipated Phase 3 program;

•

Successful manufacture of GMP batches of drug substance to support initiation of Phase 3;

•

Manufacture of engineering batches of drug product for use in Phase 3; and

•

Preparedness to meet the requirements of SOX 404(b).

In addition to meeting these target goals in 2021, we initiated a second clinical trial in patients with compensated cirrhosis due to NASH, the SYMMETRY study, based on the strong biopsy results from Cohort C.

Fiscal Year 2021 Executive Compensation Program Highlights

The goal of our compensation programs is to ensure that the interests of our employees, including our named executive officers, are aligned with the interests of our stockholders and our business goals and that the total compensation paid to each of our named executive officers is fair, reasonable and competitive.

We provide our executive officers with a significant portion of their compensation through cash incentive compensation determined based upon the achievement of financial, operational and individual performance metrics as well as through equity compensation. These two elements of executive compensation are aligned with the interests of our stockholders because the amount of compensation ultimately received will vary with our financial and operational performance. Equity compensation derives its value from the

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appreciation of shares of our common stock, which in the future is likely to fluctuate based on our financial and operational performance.

Highlights of our fiscal year 2021 executive compensation program include:

•

Base salaries.   Based on the annual review, the board of directors approved merit increases of 3.5% to all of the NEOs effective January 1, 2021. In addition, Dr. Cheng received a larger base salary increase to improve his competitive positions relative to our peer group.

•

Annual Short-Term Incentive Compensation.   As described in more detail below, under the heading “2021 Annual Incentive Program,” based on our performance during fiscal year 2021, our compensation committee and board of directors determined that we achieved 100% of our company goals for fiscal year 2021, which allows us to focus our efforts and further advance our programs and business goals in fiscal year 2022 and beyond.

•

Long-Term Incentive Compensation.   On December 8, 2021, our compensation committee approved an equity grant using a mix of performance-based and time-based stock options to each of our named executive officers in recognition of achievements and performance during 2021.

Consideration of Say-On-Pay Advisory Vote

In prior years, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended; therefore, we were not required to hold a non-binding, advisory vote on the compensation of our NEOs (a “Say-on-Pay” vote). At the Annual Meeting, we will hold our first Say-on-Pay vote as described in Proposal 3 of this Proxy Statement. Because we value the opinions of our stockholders, the board of directors and the compensation committee will consider the outcome of the Say-on-Pay vote, and the related “Say-on-Frequency” vote described in Proposal 4 of this Proxy Statement, as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future.

Best Compensation Practices & Policies

In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with stockholder interests and with market best practices:

What We Do

What We Don’t Do

✓ Maintain an industry-specific peer group for benchmarking pay ✓ Target pay at levels consistent with similarly sized and staged industry peers ✓ Deliver executive compensation primarily through performance-based pay ✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees ✓ Consult with an independent compensation consultant on compensation levels and practices

× Allow hedging or pledging of equity × Provide excessive perquisites × Provide supplemental executive retirement plans × Provide tax gross-up payments for any change-of-control payments

Overview of Executive Compensation Program

Executive Compensation Philosophy and Objectives

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary goals:

•

attract, motivate and retain top-performing senior executives;

•

establish compensation opportunities that are competitive and reward performance; and

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•

align the interests of our senior executives with the interests of our stockholders to drive the creation of sustainable long-term value.

Executive Compensation Program Design

Our executive compensation program is designed to be reasonable and competitive, and balance our goal of attracting, motivating, rewarding and retaining top-performing senior executives with our goal of aligning their interests with those of our stockholders. The compensation committee annually evaluates our executive compensation program to ensure that it is consistent with our short-term and long-term goals and the dynamic nature of our business.

The compensation of our named executive officers in fiscal year 2021 consisted of the following elements:

Compensation Element	Purpose	Features
Base salary	To provide a fair and competitive base level of compensation for services rendered	Fixed annual salary competitive with our peers and the industry
Annual Short-Term Incentive Compensation	To motivate and reward for achievements relative to our goals and expectations for each fiscal year	Annual cash bonus with payment of a targeted amount contingent on achievement of corporate financial results, with payout on a sliding scale depending on over or under-achievement of corporate financial results
Equity Incentive Compensation	To align executives’ interests with those of our stockholders and provide an incentive for our executives to remain with us	Stock options that vest over time. With stock options, our executives can realize value only to the extent that the market price of our common stock increases
Other Benefits	To provide market-competitive benefits to enable our executives to maintain their health and welfare, and to save for their retirement	Benefit plans such as medical, dental, and life and disability insurance plans; 401(K) plan; we do not provide material executive perquisites or supplemental executive benefits

Governance of Executive Compensation Program

Role of our Compensation Committee and Board of Directors

The compensation committee discharges many of the responsibilities of our board of directors relating to the compensation of our executive officers, including our named executive officers. The compensation committee oversees and evaluates our compensation and benefits policies generally, and the compensation plans, policies and practices applicable to our chief executive officer and other executive officers. As described below, the compensation committee retains a compensation consultant to provide support in its review and assessment of our executive compensation program.

Prior to the beginning of each year, the compensation committee reviews and recommends to the board of directors for approval, in the case of our chief executive officer, or approves, in the case of each of our other named executive officers, the primary elements of compensation — base salary increases, annual cash bonuses, and annual equity awards. In addition, the compensation committee may deem it advisable to review and approve subsequent compensation opportunities for our executive officers, including our named executive officers.

Role of our Chief Executive Officer and Other Executive Officers

Our chief executive officer is responsible for making recommendations to the compensation committee for the base salary and all other elements of our compensation program for our other executive officers. The

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compensation committee advises on the compensation of our chief executive officer, but the ultimate determinations on his compensation are made solely by the Board, without the chief executive officer’s participation. While the compensation committee will consider the chief executive officer’s recommendations regarding the compensation of other executive officers, it independently evaluates his recommendations and makes all final compensation decisions relating to all executive officers other than the chief executive officer.

Role of the Compensation Consultant

The compensation committee has the authority to engage and retain an independent compensation consultant to provide independent counsel and advice. From time to time, the committee assesses the effectiveness of the independent compensation consultant in meeting the committee’s needs. For 2021, the compensation committee continued its engagement with Aon Consulting, Inc. (“Aon”) as the independent compensation consultant for matters related to overall compensation program design, peer group development and updates, and benchmarking executive officer and board of director compensation programs. Aon was retained through September 2021, at which time the compensation committee retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant for the remainder of 2021. Pearl Meyer was engaged to support the compensation committee efforts to conduct a comprehensive analysis of the current executive compensation program. Pearl Meyer was selected as the independent consultant after a review process conducted by the compensation committee, and Pearl Meyer assisted the compensation committee in conducting a competitive assessment of executive compensation relative to a finalized peer group and evaluating potential approaches to long-term incentive plan design.

The compensation committee has assessed the independence of Aon and Pearl Meyer consistent with Nasdaq listing standards and has concluded that the engagements do not raise any conflicts of interest.

Use of Competitive Market Data and Peer Groups

In evaluating the total compensation of our named executive officers, our compensation committee establishes a peer group of publicly traded companies in the pharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:

•

companies whose number of employees, stage of development and market capitalization are similar, though not necessarily identical to ours;

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companies with similar executive positions to ours;

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companies against which we believe we compete for executive talent; and

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companies whose compensation and financial data are available in proxy statements or through widely available compensation surveys.

Based on these criteria, our peer group for 2021, as approved by our compensation committee, was comprised of the following companies:

Agios Pharmaceuticals, Inc.	Esperion Therapeutics, Inc.	Madrigal Pharmaceuticals, Inc.
AVROBIO, Inc.	G1 Therapeutics, Inc.	NGM Biopharmaceuticals Inc.
Crinetics Pharmaceuticals, Inc.	Global Blood Therapeutics, Inc.	Radius Health, Inc.
CymaBay Therapeutics, Inc.	Gossamer Bio, Inc.	Reata Pharmaceuticals Inc.
Denali Therapeutics Inc.	Intercept Pharmaceuticals, Inc.	REGENXBIO Inc.
Dicerna Pharmaceuticals Inc.	Kodiak Sciences Inc.	Replimune Group, Inc.
Enanta Pharmaceuticals Inc.	Kura Oncology, Inc.	Viking Therapeutics, Inc.

We believe that the compensation practices of our 2021 peer group provided us with appropriate compensation date for evaluating the competitiveness of the compensation of our named executive officers for 2021.

Due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller

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private companies that may be able to offer greater equity compensation potential. For 2021, our compensation committee did not target a specific pay percentile and instead sought to position cash and long-term incentive compensation generally within a competitive range of our peer group. Although the compensation committee and the board of directors target compensation per the above, they also consider other criteria, including market factors, the experience level of the executive and the executive’s performance against established company goals, in determining variations to this general target range.

Compensation-Setting Factors

When reviewing and approving, or recommending to the board of directors as applicable, the amount of each compensation element and the target total compensation opportunity for our executive officers, the compensation committee considers the following factors:

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our performance against the annual corporate goals established by the compensation committee in consultation with management;

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each executive officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group;

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the scope of each executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group;

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the performance of each individual executive officer, based on an assessment of his or her contributions to our overall performance, ability to lead his or her department and work as part of a team, all of which reflect our core values;

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compensation parity among our executive officers;

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our retention goals;

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our financial performance relative to our peers;

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the compensation practices of our compensation peer group and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels; and

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the recommendations provided by our chief executive officer with respect to the compensation of our other executive officers.

These factors provide the framework for compensation decisions for each of our executive officers, including our named executive officers. The compensation committee and the board of directors, as applicable, do not assign relative weights or rankings to these factors, and do not consider any single factor as determinative in the compensation of our executive officers. Rather, the compensation committee and the board of directors, as applicable, rely on their own knowledge and judgment in assessing these factors and making compensation decisions.

Primary Elements of Our Executive Compensation Program

Base Salary

We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. Typically, prior to the beginning of each year, the compensation committee reviews base salaries for our executive officers, including our named executive officers, based on such factors to determine if an increase is appropriate. In addition, base salaries may be adjusted in the event of a promotion or significant change in responsibilities. Our compensation committee has historically determined our executives’ base salaries. Our compensation committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executives other than the chief executive officer.

2021 Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. Base salary levels are reviewed annually. When making adjustments, the

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compensation committee considers the Company’s overall performance; the executive’s individual performance; the executive’s experience, career potential, and tenure with the Company; and competitive market practices. Decisions are generally made during December of the prior fiscal year and effective January 1.

Based on the annual review, the board of directors approved merit increases of 3.5% to all of the NEOs effective January 1, 2021. Mr. Cheng received a larger base salary increase to improve his competitive position relative to our peer group. The table below sets forth the adjustments to base salary for each of our named executive officers:

Name	2020 Base Salary ($)			2021 Base Salary ($)			���	% Change
Andrew Cheng	​	$	522,500	​	$	569,525	​	​	9.0%
William White	​	$	409,436	​	$	423,766	​	​	3.5%
Jonathan Young	​	$	414,000	​	$	428,490	​	​	3.5%
Timothy Rolph	​	$	414,000	​	$	428,490	​	​	3.5%
Catriona Yale	​	$	388,125	​	$	401,709	​	​	3.5%

Annual Short-Term Incentive Plan

Our cash incentive bonus plan motivates and rewards our executives for achievements relative to our goals and expectations for each fiscal year. Each named executive officer has a target bonus opportunity, defined as a percentage of his annual base salary. Actual award payouts are based upon an assessment by the board of directors of the Company’s achievement against the performance objectives for the year.

2021 Target Annual Bonuses

In December 2020, the compensation committee reviewed the target annual bonuses of our executive officers, including our named executive officers. The compensation committee considered the factors described in “Governance of Executive Compensation Program — Compensation-Setting Factors” above, particularly the market data from the companies in the compensation peer group, and approved the 2021 target annual bonuses of our named executive officers below:

Name	2020 Target Bonus (%)		2021 Target Bonus (%)
Andrew Cheng	​	50%	​	55%
William White	​	40%	​	40%
Jonathan Young	​	40%	​	40%
Timothy Rolph	​	40%	​	40%
Catriona Yale	​	40%	​	40%

2021 Performance Goals and Results

In December 2020, the compensation committee adopted corporate goals for 2021 and, at the end of 2021, our compensation committee evaluated company performance based upon achievement against such corporate goals, including:

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Read-out of results from the BALANCED Study Cohort C in patients with compensated cirrhosis due to NASH;

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Enrollment of over 90% of our target enrollment for our Phase 2b clinical trial in patients with pre-cirrhotic, the HARMONY study;

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Receipt of ex-US regulatory feedback on our anticipated Phase 3 program;

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Successful manufacture of GMP batches of drug substance to support initiation of our anticipated Phase 3 program;

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Manufacture of engineering batches of drug product for use in our anticipated Phase 3 program; and

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Preparedness to meet the requirements of SOX 404(b).

2021 Annual Cash Bonuses

In December 2021, the compensation committee determined that the Company had achieved 100% of its corporate goals for the fiscal year ended December 31, 2021. In light of such achievement, the board approved cash incentive bonuses for our named executive officers for fiscal year 2021 at 100% of target levels.

The cash incentive bonus targets as a percentage of base salary and the actual cash incentive bonus amounts and actual cash incentive bonus amounts as a percentage of base salary paid to our named executive officers with respect to performance in fiscal year 2021 are set forth in the table below.

Name	2021 Target Cash Incentive Award (% of 2021 Base Salary)		2021 Target Cash Incentive Award Opportunity ($)			2021 Cash Incentive Award Payment ($)			2021 Actual Cash Incentive Award Payment (% of 2021 Target Cash Incentive Award Opportunity)
Andrew Cheng	​	55%	​	$	313,239	​	$	313,239	​	100%
William White	​	40%	​	$	169,507	​	$	169,507	​	100%
Jonathan Young	​	40%	​	$	171,396	​	$	171,396	​	100%
Timothy Rolph	​	40%	​	$	171,396	​	$	171,396	​	100%
Catriona Yale	​	40%	​	$	160,684	​	$	160,684	​	100%

Long-Term Incentives

Our long-term program is designed to:

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align executives’ interests with those of our stockholders by providing incentives (stock options) that will only have value if our share price rises; and

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provide a meaningful incentive for our executives to remain with us for the long-term.

The market for qualified and talented executives is highly competitive and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer.

Stock Options

We grant stock options to our executives to align their interests with those of our stockholders and as an incentive to remain with us. With stock options, our executives can realize value only to the extent that the market price of our common stock increases during the period that the option is outstanding.

On December 8, 2021, our compensation committee approved the grant of time-based stock options and performance-based stock options under our 2019 Stock Option and Incentive Plan (the “2019 Plan”) to each of our named executive officers in recognition of achievements and performance during 2021. The option exercise price of all stock options is equal to the fair market value of our common stock on the date

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of grant, which was $21.10. The following table sets forth the number of shares of common stock issuable upon exercise of time-based stock options granted to our named executive officers in 2021:

Name	Time-Based Option Award (# Shares)		Performance- Based Option Award (# Shares)
Andrew Cheng	​	261,662	​	261,662
William White	​	87,221	​	87,221
Jonathan Young	​	87,221	​	87,221
Timothy Rolph	​	87,221	​	87,221
Catriona Yale	​	87,221	​	87,221

Each of the time-based stock options granted to our named executive officers in 2021 vests in 48 equal monthly installments over the four-year period following the grant, provided that the executive officer remains in service through the applicable vesting date.

The amount of performance-based stock options that will vest, if any, is dependent on achievement of three pre-determined milestones prior to December 31, 2022 regarding progress related to the HARMONY study, progress related to the SYMMETRY study, and progress related to availability of drug product for use in Phase 3 clinical trials. One-third (1/3) of the shares shall vest upon each such date the Company determines that each, if any, of the three pre-specified milestones are met. Shares will not vest for partial performance.

Benefits and Other Compensation

Health and Welfare Benefits

Our executive officers, including our named executive officers, are eligible to participate in the same employee benefit plans that are generally available to all of our employees, subject to the satisfaction of certain eligibility requirements, such as medical, dental, and life and disability insurance plans. We pay, on behalf of our employees, all of the premiums for health, life and disability insurance.

401(k) Plan

We maintain a tax-qualified 401(k) retirement plan for eligible employees in the United States to save for retirement on a tax advantaged basis. Under our 401(k) plan, employees may elect to defer up to 90% of their eligible compensation subject to applicable annual limits set pursuant to the Internal Revenue Code. Our 401(k) plan permits participants to make both pre-tax and certain after-tax (Roth) deferral contributions. The retirement plan is intended to qualify under Section 401(a) of the Internal Revenue Code. Employees are 100% vested in their contributions to the 401(k) plan.

2019 Employee Stock Purchase Plan

Our executive officers, including our NEOs, are eligible to participate in our 2019 Employee Stock Purchase Plan (the “ESPP”) on the same basis as our other full-time employees. The ESPP permits eligible employees to set aside a portion of their compensation during a six-month offering period and use such contributions to purchase shares of our common stock at a purchase price equal to 85% of the lower of the fair market value of the shares on the first business day of the offering period or the last business day of the purchase period.

Perquisites

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him more efficient and effective, and for recruitment and retention purposes. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we

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believe it is appropriate to assist an individual named executive officer in the performance of his or her duties, to make him more efficient and effective, and for recruitment, motivation or retention purposes.

Other Benefits

We do not offer any defined benefit pension plans or nonqualified deferred compensation arrangements for our employees.

Employment Agreements

In June 2019, we entered into amended and restated employment agreements with each of our named executive officers, which provide assurances of specified benefits to our named executive officers in the event of certain terminations. The terms of these agreements were developed with input from Aon regarding severance practices at comparable companies, and is designed to attract, retain and reward senior level employees.

We believe that these protections serve our retention objectives by helping our named executive officers and other key employees maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. For more information, see the section titled “Potential Payments Upon Termination or Change in Control”.

Other Compensation Practices and Policies

Policy Prohibiting Hedging and Pledging

Our Insider Trading Policy prohibits our executive officers, the non-employee members of our board of directors and certain designated employees who in the course of the performance of their duties have access to material, nonpublic information regarding the Company from engaging in the following transactions:

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selling any of our securities that they do not own at the time of the sale (a “short sale”);

•

buying or selling puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities or engaging in any other hedging transaction with respect to our securities at any time;

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using our securities as collateral in a margin account; and

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pledging our securities as collateral for a loan (or modifying an existing pledge).

As of the date of this Proxy Statement, none of our NEOs had previously sought or obtained approval from the Compensation Committee to engage in any hedging or pledging transaction involving our securities.

Tax and Accounting Considerations

Deductibility of Executive Compensation

The compensation committee annually reviews and considers the deductibility of the compensation paid to our executive officers, which includes each of the NEOs. Under the Tax Cuts and Jobs Act of 2017, the exemption for qualifying performance- based compensation was repealed for taxable years beginning after December 31, 2017. As a result, compensation paid to our executive officers (on or after January 1, 2018) in excess of $1 million is generally not deductible unless it qualifies for certain transition relief. While the Company will monitor guidance and developments in this area, the compensation committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the compensation committee may pay or provide compensation that is not tax deductible or is otherwise limited as to tax deductibility.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they

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receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

Section 409A of the Internal Revenue Code

Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a nonqualified deferred compensation plan, Section 409A of the Code may apply to certain severance arrangements, bonus arrangements and equity awards. We structure all our severance arrangements, bonus arrangements and equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not possible, to comply with the applicable requirements of Section 409A of the Code.

Accounting for Stock-Based Compensation

We follow FASB ASC 718 for our stock-based compensation awards. FASB ASC 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our board of directors, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Compensation Risk Assessment

We believe that our executive compensation program does not encourage excessive or unnecessary risk taking. As described more fully above, we structure our pay to consist of both fixed and variable compensation, particularly in connection with our pay-for-performance compensation philosophy. We believe this structure motivates our executives to produce superior short- and long-term results that are in the best interests of our Company and stockholders in order to attain our ultimate objective of increasing stockholder value, and we have established, and our compensation committee endorses, several controls to address and mitigate compensation related risk. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents the compensation awarded to, earned by or paid to each of our named executive officers (“NEOs”) for the years indicated.

​	Year		Salary ($)		Bonus ($)(1)		Option awards ($)(2)		Non-Equity Incentive Plan ($)		Total ($)
Andrew Cheng, M.D., Ph.D.  President and Chief Executive Officer	​	2021	​	569,525	​	—	​	3,571,922	​	313,239	​	4,454,686
	​	2020	​	522,500	​	326,563	​	4,312,887	​	—	​	5,161,950
	​	2019	​	450,176	​	296,875	​	4,684,763	​	—	​	5,431,814
William White, J.D.(3) Chief Financial Officer	​	2021	​	423,766	​	—	​	1,190,645	​	169,507	​	1,783,918
	​	2020	​	409,436	​	204,718	​	1,379,768	​	—	​	1,993,922
	​	2019	​	269,697	​	134,795	​	3,121,328	​	—	​	3,525,820
Jonathan Young, J.D., Ph.D.  Chief Operating Officer	​	2021	​	428,490	​	—	​	1,190,645	​	171,396	​	1,790,531
	​	2020	​	414,000	​	207,000	​	1,379,768	​	—	​	2,000,768
	​	2019	​	400,000	​	200,000	​	1,533,664	​	—	​	2,133,664
Timothy Rolph, DPhil.  Chief Scientific Officer	​	2021	​	428,490	​	—	​	1,190,645	​	171,396	​	1,790,531
	​	2020	​	414,000	​	207,000	​	1,379,768	​	—	​	2,000,768
	​	2019	​	400,000	​	200,000	​	1,533,664	​	—	​	2,133,664
Catriona Yale Chief Development Officer	​	2021	​	401,709	​	—	​	1,190,645	​	160,684	​	1,753,038

(1)

The amounts in this column for 2021 reflect discretionary cash bonuses paid in December 2021 for 2021, the amounts in this column for 2020 reflect discretionary cash bonuses paid in December 2020 for 2020 performance, and the amounts in this column for 2019 reflect discretionary cash bonuses paid in January 2020 for 2019 performance.

(2)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2021, 2020 and 2019, as applicable, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

A portion of the stock options granted to our NEOs in 2021 are based upon achievement of certain milestones. In accordance with SEC rules, the grant date fair value to be reported for performance-based stock options, or PBOs, in the Option Awards column is calculated based on the probable outcome of the performance conditions as of the grant date. Due to the binary nature and uncertainty in achieving each of the performance-based milestones, we determined that as of the date of the grant it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0 in the Options Awards column based on this evaluation. For PBOs granted in 2021, we determined the grant date fair value of such awards based upon maximum achievement would be $3,411,000 for Dr. Cheng and $1,137,004 for each of Mr. White, Dr. Young, Dr. Rolph and Ms. Yale. These amounts do not reflect the actual economic value that may be realized by the NEOs upon the exercise of the stock options or the sale of the common stock underlying such stock options.

(3)

The amounts reported for salary and bonus compensation for 2019 reflect the amounts actually paid to Mr. White for his partial year of service.

Grants of Plan-Based Awards for Fiscal Year 2021

The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2021 to the Company’s named executive officers.

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Name	Award Type	Grant Date		Estimated Future Payouts Under Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)				All other Option Awards: Number of Securities Underlying Options (#)(3)		Exercise or Base Price of Option Awards ($/Sh)(4)		Grant date Fair Value of Stock and Option Awards(5)
				Target ($)			Target (#)		Maximum (#)
Andrew Cheng	Annual cash incentive bonus	​	__	​	$	313,239	​	—	​	—	​	—	​	—	​	​	—
	Time-based stock option	​	12/8/2021	​	​	—	​	—	​	—	​	261,662	​	21.10	​	$	3,571,922
	Performance-based stock option	​	12/8/2021	​	​	—	​	261,662	​	261,662	​	—	​	21.10	​	$	—(6)
William White	Annual cash incentive bonus	​	—	​	$	169,507	​	—	​	—	​	—	​	—	​	​	—
	Time-based stock option	​	12/8/2021	​	​	—	​	—	​	—	​	87,221	​	21.10	​	$	1,190,645
	Performance-based stock option	​	12/8/2021	​	​	—	​	87,221	​	87,221	​	—	​	21.10	​	$	—(6)
Jonathan Young	Annual cash incentive bonus	​	—	​	$	171,396	​	—	​	—	​	—	​	—	​	​	—
	Time-based stock option	​	12/8/2021	​	​	—	​	—	​	—	​	87,221	​	21.10	​	$	1,190,645
	Performance-based stock option	​	12/8/2021	​	​	—	​	87,221	​	87,221	​	—	​	21.10	​	$	—(6)
Timothy Rolph	Annual cash incentive bonus	​	—	​	$	171,396	​	—	​	—	​	—	​	—	​	​	—
	Time-based stock option	​	12/8/2021	​	​	—	​	—	​	—	​	87,221	​	21.10	​	$	1,190,645
	Performance-based stock option	​	12/8/2021	​	​	—	​	87,221	​	87,221	​	—	​	21.10	​	$	—(6)
Catriona Yale	Annual cash incentive bonus	​	—	​	$	160,684	​	—	​	—	​	—	​	—	​	​	—
	Time-based stock option	​	12/8/2021	​	​	—	​	—	​	—	​	87,221	​	21.10	​	$	1,190,645
	Performance-based stock option	​	12/8/2021	​	​	—	​	87,221	​	87,221	​	—	​	21.10	​	$	—(6)

(1)

The amounts shown in the target column reflect the target payouts under the Company’s 2020 short-term incentive compensation program.

(2)

The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum potential future payout range for equity awards granted with performance-based vesting milestones.

(3)

Represents time-based stock options that vest as described in the footnotes to the “Outstanding Equity Awards at 2021 Year-End Table” below.

(4)

Based upon the closing sales price of our common stock as reported on the Nasdaq Global Select Market on the date of grant.

(5)

The grant date fair value, computed in accordance with FASB ASC Topic 718, represents the value of stock options granted during the year. In accordance with SEC rules, the grant date fair value to be reported for performance-based equity awards in the Grant Date Fair Value of Stock and Option Awards column is calculated based on the probable outcome of the performance condition(s) as of the grant date. The amounts reported in this table for the time-based stock option awards reflect our accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually realize from the awards. Whether, and to what extent, a NEO realizes value will depend on our actual operating performance, stock price fluctuations and the NEO’s continued employment.

(6)

The performance-based options granted in December 2021 were split equally into three performance-based vesting conditions. As of the grant date, none of the three vesting conditions were considered probable, as defined under applicable accounting guidance, and were therefore assigned a grant date fair value of $13.04 in the Grant Date Fair Value of Stock and Option Awards column based on this determination.

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Outstanding Equity Awards at 2021 Fiscal Year-End

The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2021.

​	Option awards
Name	Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable (#)(1)		Equity incentive plan awards: number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date
Andrew Cheng	​	177,780(2)	​	80,932(2)	​	—	​	0.62	​	09/08/2028
	​	222,253(3)	​	108,615(3)	​	—	​	0.62	​	10/18/2028
	​	104,765(4)	​	38,905(4)	​	—	​	6.36	​	01/16/2029
	​	42,333(5)	​	25,400(5)	​	—	​	16.00	​	06/19/2029
	​	117,000(6)	​	117,000(6)	​	—	​	21.09	​	12/13/2029
	​	65,677(7)	​	176,823(7)	​	—	​	28.35	​	12/08/2030
	​	—	​	261,662(8)	​	—	​	21.10	​	12/08/2031
	​	—	​	—	​	261,662(9)	​	21.10	​	12/08/2031
William White	​	186,019(10)	​	138,010(10)	​	—	​	7.01	​	04/05/2029
	​	42,500(6)	​	42,500(6)	​	—	​	21.09	​	12/13/2029
	​	21,011(7)	​	56,569(7)	​	—	​	28.35	​	12/08/2030
	​	—	​	87,221(8)	​	—	​	21.10	​	12/08/2031
	​	—	​	—	​	87,221(9)	​	21.10	​	12/08/2031
Jonathan Young	​	26,296(11)	​	—	​	—	​	0.62	​	07/30/2028
	​	63,859(12)	​	30,409(12)	​	—	​	0.62	​	10/18/2028
	​	53,051(13)	​	19,705(13)	​	—	​	6.36	​	01/16/2029
	​	42,500(6)	​	42,500(6)	​	—	​	21.09	​	12/13/2029
	​	21,011(7)	​	56,569(7)	​	—	​	28.35	​	12/08/2030
	​	—	​	87,221(8)	​	—	​	21.10	​	12/08/2031
	​	—	​	—	​	87,221(9)	​	21.10	​	12/08/2031
Timothy Rolph	​	42,796(11)	​	—	​	—	​	0.62	​	07/30/2028
	​	63,859(12)	​	30,409(12)	​	—	​	0.62	​	10/18/2028
	​	53,051(13)	​	19,705(13)	​	—	​	6.36	​	01/16/2029
	​	42,500(6)	​	42,500(6)	​	—	​	21.09	​	12/13/2029
	​	21,011(7)	​	56,569(7)	​	—	​	28.35	​	12/08/2030
	​	—	​	87,221(8)	​	—	​	21.10	​	12/08/2031
	​	—	​	—	​	87,221(9)	​	21.10	​	12/08/2031
Catriona Yale	​	11,238(14)	​	22,477(14)	​	—	​	0.62	​	09/26/2028
	​	14,700(15)	​	27,152(15)	​	—	​	0.62	​	10/18/2028
	​	28,434(4)	​	7,483(4)	​	—	​	6.36	​	01/16/2029
	​	42,500(6)	​	42,500(6)	​	—	​	21.09	​	12/13/2029
	​	21,011(7)	​	56,569(7)	​	—	​	28.35	​	12/08/2030
	​	—	​	87,221(8)	​	—	​	21.10	​	12/08/2031
	​	—	​	—	​	87,221(9)	​	21.10	​	12/08/2031

(1)

All of the outstanding equity awards held by our NEOs will become fully vested and exercisable or non-forfeitable, as applicable, if the NEO is terminated without Cause or resigns for Good Reason, in either case, within 12 months following a Sale Event. The vesting acceleration of the outstanding equity

30

awards held by our NEOs is described in greater detail in the section entitled “— Employment arrangements with our named executive officers”.

(2)

Subject shares relate to a stock option grant of 431,551 shares where 25% of the shares vested on September 1, 2019 and the remaining shares vest monthly in 36 equal installments thereafter, subject to the NEO’s continuous service through each such vesting date. In April 2019 the Board amended the option to allow for the early exercise of 134,859 shares, all of which were exercised and have vested as of December 31, 2020.

(3)

Subject shares relate to a stock option grant of 521,298 shares where 25% of the shares vested on October 1, 2019 and the remaining shares vest monthly in 36 equal installments thereafter, subject to the NEO’s continuous service through each such vesting date. In April 2019 the Board amended the option to allow for the early exercise of 190,430 shares, all of which were exercised and have fully vested.

(4)

25% of the shares subject to the stock option grant vested on October 1, 2019, and the remaining shares vest monthly in 36 equal installments thereafter, subject to the NEO’s continuous service through each such vesting date.

(5)

1/48th of the shares subject to the stock option grant vest on a monthly basis following the vesting commencement date of June 19, 2019, such that all of the options will be vested on June 19, 2023, subject to the NEO’s continuous service through each such vesting date.

(6)

1/48th of the shares subject to the stock option grant vest on a monthly basis following the vesting commencement date of December 13, 2019, such that all of the options will be vested on December 13, 2023, subject to the NEO’s continuous service through each such vesting date.

(7)

1/48th of the shares subject to the stock option grant vest on a monthly basis commencing upon December 8, 2020, such that all of the options will be vested on November 8, 2024, subject to the NEO’s continuous service through each such vesting date.

(8)

1/48th of the shares subject to the stock option grant vest on a monthly basis following the vesting commencement date of December 8, 2021, such that all of the options will be vested on December 8, 2024, subject to the NEO’s continuous service through each such vesting date.

(9)

Subject shares vest in one-third increments in the event that we achieve three specified development milestones in 2022, subject to the NEO’s continued employment or other service relationship with us through each applicable vesting date.

(10)

25% of the shares subject to the stock option grant vested on April 1, 2020, and the remaining shares vest monthly in 36 equal installments thereafter, subject to the NEO’s continuous service through each such vesting date.

(11)

Subject shares relate to a stock option grant of 120,834 shares where 25% of the shares vested on August 1, 2018 and the remaining shares vest monthly in 36 equal installments thereafter, subject to the NEO’s continuous service through each such vesting date.

(12)

Subject shares relate to a stock option grant of 145,963 shares where 1/48th of the shares subject to the stock option grant vest on a monthly basis following the vesting commencement date of October 1, 2018, subject to the NEO’s continuous service through each such vesting date.

(13)

1/48th of the shares subject to the stock option grant vest on a monthly basis following the vesting commencement date of January 1, 2019, such that all of the options will be vested on January 1, 2023, subject to the NEO’s continuous service through each such vesting date.

(14)

Subject shares relate to a stock option grant of 107,887 shares where 25% of the shares vested on October 1, 2019 and the remaining shares vest monthly in 36 equal installments thereafter, subject to the NEO’s continuous service through each such vesting date. In April 2019 the Board amended the option to allow for the early exercise of 24,127 shares, all of which were exercised and have vested as of December 31, 2021.

(15)

Subject shares relate to a stock option grant of 130,324 shares where 25% of the shares vested on October 1, 2019 and the remaining shares vest monthly in 36 equal installments thereafter, subject to the NEO’s continuous service through each such vesting date. In April 2019 the Board amended the option to allow for the early exercise of 28,779 shares, all of which were exercised and have vested as of December 31, 2021.

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Option Exercises and Stock Vested in Fiscal Year 2021

The following table sets forth, for each of the named executive officers, information with respect to the exercise of stock options and the vesting of restricted stock unit awards during the year ended December 31,2021.

​	Option Awards				Stock Awards
Name	Number of shares acquired on exercise (#)		Value realized on exercise ($)		Number of shares acquired on vesting (#)		Value realized on vesting ($)
Andrew Cheng	​	20,000	​	489,700	​	—	​	—
William White	​	90,000	​	1,753,017	​	—	​	—
Jonathan Young	​	16,500	​	376,913	​	—	​	—
Timothy Rolph	​	—	​	—	​	—	​	—
Catriona Yale	​	—	​	—	​	33,614	​	923,674

(1)

The value realized upon the exercise of stock options is calculated by (a) subtracting the stock option exercise price from the market price on the date of exercise to get the realized value per share and (b) multiplying the realized value per share by the number of shares underlying stock options exercised.

Potential Payments Upon Termination or Change in Control

Employment, Severance and Change in Control Arrangements

In May 2019, we entered into amended and restated employment agreements with each of our named executive officers serving at that time. Each of our named executive officers is employed at will. These employment agreements contain provisions that provide for certain payments and benefits in the event of an involuntary termination of employment. In addition, the named executive officers may be entitled to accelerated vesting of their outstanding and unvested awards in certain circumstances. The information below describes certain compensation that may become due as a result of certain events. These payments and benefits are in addition to benefits available generally to salaried employees, including an ability to participate in our Section 401(k) plan, and our ESPP, accrued benefits under our health and welfare plans and arrangements and vacation pay or other accrued benefits under our medical and dental insurance plans, that are not generally described.

Andrew Cheng, M.D., Ph.D.

Dr. Cheng entered into a new employment agreement with us, effective upon the consummation of our IPO, in May 2019. Under Dr. Cheng’s new employment agreement, in the event that Dr. Cheng’s employment is terminated by us without cause or Dr. Cheng resigns with good reason, each outside of the “change in control period” ​(as defined in the employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive:

•

An amount equal to 12 months of his base salary; and

•

Subject to electing COBRA health continuation, continuation of group health coverage at the same rate as if he were an active employee for up to 12 months.

In the event that Dr. Cheng’s employment is terminated by us without cause or Dr. Cheng resigns with good reason, in either case within 12 months following a “change in control” ​(as defined in the employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, then in lieu of the foregoing payments and benefits, he will be entitled to receive:

•

A lump sum cash payment equal to 18 months of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus 1.5 times his target bonus in effect immediately prior to the change in control;

32

•

Full acceleration of all time-based equity awards held by Dr. Cheng; and

•

Subject to electing COBRA health continuation, continuation of group health coverage at the same rate as if he were an active employee for up to 18 months.

In addition to the above, in the event of Dr. Cheng’s death, the termination of his employment due to “disability” ​(as defined in the employment agreement), or his resignation with “good reason” ​(as defined in the employment agreement), 100% of any unvested shares under his “initial equity awards” ​(as defined in the employment agreement) shall immediately vest. In addition, upon the earlier of (x) six (6) months after the consummation of a “sale event” ​(as defined in the employment agreement) and (y) termination of Dr. Cheng’s employment upon or following the consummation of a sale event for any reason other than for “cause” ​(as defined in the employment agreement), 100% of any unvested shares of the initial equity awards shall vest effective as the date of the event set forth in (x) or (y), as applicable. If Dr. Cheng’s employment is terminated by us without cause or Dr. Cheng resigns with good reason, then Dr. Cheng shall have until the earlier of (i) the original 10-year expiration date for such vested stock options, or (ii) 12 months following his date of termination (as defined in the employment agreement) to exercise any stock options that have vested as of the date of termination.

Other NEOs

Each of our other NEOs entered into a new employment agreement with us, effective upon the consummation of our IPO, in May 2019. Pursuant to the new employment agreements, if such executive officer’s employment is terminated by us without “cause” or such executive officer resigns for “good reason” (as each such term is defined in the applicable employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, such executive officer will be entitled to receive:

•

An amount equal to 9 months of their base salary; and

•

Subject to such executive electing COBRA health continuation, continuation of such group health coverage at the same rate as if they were an active employee for up to 9 months.

In addition, in the event that such executive officer’s employment is terminated by us without cause or such executive officer resigns for good reason, in either case within 12 months following a “change in control” (as defined in the applicable employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, such executive officer will be entitled to receive:

•

A lump sum cash payment equal to 12 months of their then-current base salary (or the base salary in effect immediately prior to the change in control, if higher) plus one times their target bonus in effect immediately prior to the change in control;

•

Full acceleration of all time-based equity awards held by such executive officer; and

•

Subject to such executive electing COBRA health continuation, continuation of such group health coverage at the same rate as if they were an active employee for up to 12 months.

In addition, each executive officer’s employment agreement provides that, upon the earlier of (x) six (6) months after the consummation of a “sale event” ​(as defined in the employment agreement) and (y) termination of such executive officer’s employment following the consummation of a sale event, other than termination for “cause” ​(as defined in the employment agreement), 100% of any unvested shares held by such executive officer as of the effective date of the new employment agreement, together with any other unvested shares of common stock purchased by such executive officer prior to the effective date of the new employment agreement, shall vest effective as of the date of the event set forth in (x) or (y), as applicable.

Estimated Payment and Benefits Upon Termination or Change of Control

The amount of compensation and benefits payable to each named executive officer under our current employment agreements in various termination and change in control situations has been estimated in the table below. The value of the equity vesting acceleration was calculated based on the assumption that the

33

change in control and the named executive officer’s employment termination occurred on December 31, 2021. The per share closing price of the Company’s stock on the Nasdaq Global Select Market as of December 31, 2021 was $21.15, which was used as the value of the Company’s stock in the change in control. The value of the option vesting acceleration was calculated by multiplying the number of unvested option shares subject to vesting acceleration as of December 31, 2021, by the difference between the per share closing price of the Company’s stock as of December 31, 2021, and the per share exercise price for such unvested option shares.

​	Termination by Company without Cause Not in Connection with a Change in Control ($)		Resignation For Good Reason Not in Connection with a Change in Control ($)		Termination upon Death or Disability ($)		Termination by Company without Cause or Resignation for Good Reason In Connection with a Change in Control ($)		Six-Month Anniversary of a Change in Control without termination ($)
Andrew Cheng: Cash Severance Cash Incentive Bonus COBRA Premiums Acceleration of Equity Awards Total:	​	​	​	​	​	​	​	​	​	​
	​	624,000(1)	​	624,000(1)	​	—	​	936,000(4)	​	—
	​	—	​	—	​	—	​	514,800(5)	​	—
	​	44,242(2)	​	44,242(2)	​	—	​	66,363(6)	​	—
	​	—	​	4,467,597(3)	​	4,467,597(3)	​	4,618,510(7)	​	4,467,597(8)
	​	668,242	​	5,135,839	​	4,467,597	​	6,135,673	​	4,467,597
William White: Cash Severance Cash Incentive Bonus COBRA Premiums Acceleration of Equity Awards Total:	​	​	​	​	​	​	​	​	​	​
	​	339,000(9)	​	339,000(9)	​	—	​	452,000(12)	​	—
	​	—	​	—	​	—	​	180,800(13)	​	—
	​	33,181(10)	​	33,181(10)	​	—	​	66,363(2)	​	—
	​	—	​	1,097,772(11)	​	—	​	1,958,510(7)	​	1,951,599(8)
	​	372,181	​	606,435	​	—	​	2,657,673	​	1,951,599
Jonathan Young: Cash Severance Cash Incentive Bonus COBRA Premiums Acceleration of Equity Awards Total:	​	​	​	​	​	​	​	​	​	​
	​	336,750(9)	​	336,750(9)	​	—	​	449,000(12)	​	—
	​	—	​	—	​	—	​	179,600(13)	​	—
	​	33,181(10)	​	33,181(10)	​	—	​	66,363(2)	​	—
	​	—	​	—	​	—	​	922,718(7)	​	835,741(8)
	​	369,931	​	369,931	​	—	​	1,617,681	​	835,741
Timothy Rolph: Cash Severance Cash Incentive Bonus COBRA Premiums Acceleration of Equity Awards Total:	​	​	​	​	​	​	​	​	​	​
	​	361,500(9)	​	361,500(9)	​	—	​	482,000(12)	​	—
	​	—	​	—	​	—	​	192,800(13)	​	—
	​	1,595(10)	​	1,595(10)	​	—	​	3,189(2)	​	—
	​	—	​	—	​	—	​	922,718(7)	​	835,741(7)
	​	363,095	​	363,095	​	—	​	1,600,707	​	835,741
Catriona Yale: Cash Severance Cash Incentive Bonus COBRA Premiums Acceleration of Equity Awards Total:	​	​	​	​	​	​	​	​	​	​
	​	333,000(9)	​	333,000(9)	​	—	​	444,000(12)	​	—
	​	—	​	—	​	—	​	177,600(13)	​	—
	​	33,181(10)	​	33,181(10)	​	—	​	66,363(2)	​	—
	​	—	​	—	​	—	​	1,136,686(7)	​	461,565(8)
	​	366,181	​	366,181	​	—	​	1,824,649	​	461,566

(1)

Represents twelve months of the NEO’s base salary, paid in monthly installments.

34

(2)

Represents twelve months of continuing health insurance, based on actual costs to provide health insurance to the NEO as of the date of termination, paid in monthly installments.

(3)

Represents the value of 100% acceleration of specified unvested and outstanding time-based equity awards.

(4)

Represents eighteen months of the NEO’s base salary, paid in a lump-sum.

(5)

Represents 150% of the NEO’s target annual bonus opportunity, paid in a lump-sum.

(6)

Represents eighteen months of continuing health insurance, based on actual costs to provide health insurance to the NEO as of the date of termination, paid in monthly installments.

(7)

Represents the value of acceleration of 100% of the NEO’s unvested and outstanding time-based equity awards. For stock options with a per share exercise price greater than $21.15, no amount was included with respect to such stock options.

(8)

Represents the value of acceleration of specified unvested and outstanding time-based equity awards if the NEO continues to be employed and upon the earlier of (a) six months after the consummation of a Change-in-Control and (b) termination of the Executive’s employment following the consummation of a Change-in-Control. For stock options with a per share exercise price greater than $21.15, no amount was included with respect to such stock options.

(9)

Represents nine months of the NEO’s base salary, paid in montly installments.

(10)

Represents nine months of continuing health insurance, based on actual costs to provide health insurance to the NEO as of the date of termination, paid in monthly installments.

(11)

Represents the value of acceleration of nine months of vesting of a specified time-based equity award held by the NEO.

(12)

Represents twelve months of the NEO’s base salary, paid in a lump-sum.

(13)

Represents 100% of the NEO’s target annual bonus opportunity, paid in a lump-sum.

Equity Compensation Plan Information

The following table provides information as of December 31, 2021 with respect to the shares of our common stock that may be issued under our existing equity compensation plans, consisting of the Akero Therapeutics, Inc. 2018 Stock Option and Grant Plan, or the 2018 Plan, the 2019 Plan, and the ESPP.

​	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities in   first column)
Equity compensation plans approved by security holders(1)	​	5,221,094	​	$	15.49	​	2,761,728(2)
Equity compensation plans not approved by security holders	​	—	​	​	—	​	—
Total	​	5,221,094	​	$	15.49	​	2,761,728

(1)

The 2019 Plan provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2018 Plan on January 1 of each year. The number of shares added each year will be equal to the lesser of: (i) 4% of the outstanding shares on the immediately preceding December 31; or (ii) such amount as determined by the compensation committee of our board of directors. Additionally, the ESPP provides that an additional number of shares will automatically be added to the shares authorized for issuance under the ESPP on January 1 of each year, starting on January 1, 2020 through January 1, 2029. The number of shares added each year will be equal to the least

35

of: (i) 1% of the outstanding shares on the immediately preceding December 31; (ii) 410,803 shares of common stock; or (iii) such amount as determined by the compensation committee of our board of directors.

(2)

As of December 31, 2021, there were 1,889,299 shares available for grant under the 2019 Plan and 872,429 shares available for grants under the ESPP.

Director Compensation

The table below shows all compensation paid to our non-employee directors during 2021.

Name	Fees Paid In Cash ($)		Option Awards ($)(1)		Total ($)
Kevin Bitterman, Ph.D.(2)	​	43,750	​	206,635	​	250,385
Judy Chou, Ph.D.(3)	​	20,680	​	395,522	​	416,202
Seth Harrison, M.D.(4)	​	45,000(5)	​	206,635	​	251,635
Jane Henderson(6)	​	59,000	​	206,635	​	265,635
Tomas Heyman(7)	​	55,500	​	206,635	​	262,135
Mark Iwicki(8)	​	85,625	​	206,635	​	292,260
Graham Walmsley, M.D., Ph.D.(9)	​	51,500	​	206,635	​	258,135
Yuan Xu, Ph.D.(10)	​	28,942	​	663,718	​	692,660

(1)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2021, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the stock options or the sale of the common stock underlying such stock options.

(2)

Dr. Bitterman held stock options to purchase an aggregate of 31,055 shares of common stock as of December 31, 2021. Dr. Bitterman resigned from the board of directors effective December 31, 2021.

(3)

Dr. Chou was elected to the board of directors on July 12, 2021. Dr. Chou held stock options to purchase an aggregate of 26,000 shares of common stock as of December 31, 2021.

(4)

Dr. Harrison held stock options to purchase an aggregate of 52,000 shares of common stock as of December 31, 2021.

(5)

Amounts paid to Apple Tree Life Sciences, Inc., of which Dr. Harrison is President and Director.

(6)

Ms. Henderson held stock options to purchase an aggregate of 80,797 shares of common stock as of December 31, 2021.

(7)

Mr. Heyman held stock options to purchase an aggregate of 39,000 shares of common stock as of December 31, 2021.

(8)

Mr. Iwicki held stock options to purchase an aggregate of 184,307 shares of common stock as of December 31, 2021.

(9)

Dr. Walmsley held stock options to purchase an aggregate of 49,832 shares of common stock as of December 31, 2021.

(10)

Dr. Xu was elected to the board of directors on April 22, 2021. Dr. Xu held stock options to purchase an aggregate of 39,000 shares of common stock as of December 31, 2021.

Non-Employee Director Compensation Policy

Under our non-employee director compensation policy, most recently amended in December 2021, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each

36

quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

​	Annual Retainer (effective through December 2021)			Annual Retainer (effective December 2021)
Board of Directors:	​	​	​	​	​	​
All nonemployee members	​	$	40,000	​	$	40,000
Annual retainer for Non-Executive Chairman of the Board	​	$	70,000	​	$	70,000
Audit Committee:	​	​	​	​	​	​
Chairman	​	$	15,000	​	$	20,000
Non-Chairman members	​	$	7,500	​	$	10,000
Compensation Committee:	​	​	​	​	​	​
Chairman	​	$	10,000	​	$	15,000
Non-Chairman members	​	$	5,000	​	$	7,500
Nominating and Corporate Governance Committee:	​	​	​	​	​	​
Chairman	​	$	8,000	​	$	10,000
Non-Chairman members	​	$	4,000	​	$	5,000

We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings.

In addition, each new non-employee director elected to our board of directors will be granted an initial, one-time equity award of 26,000 shares in the form of stock options (increased to 31,000 shares in December 2021), which shall vest monthly over a three-year period, subject to continued service as a director through such vesting date. On the date of each annual meeting of stockholders of our company, each non-employee director will receive an annual equity award of 13,000 shares in the form of stock options (increased to 15,000 shares in December 2021), which shall vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting, subject to continued service as a director through such vesting date.

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

37

REPORT OF THE COMPENSATION COMMITTEE

The information contained in this report shall not be deemed to be (1) “soliciting material,” ​(2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management. Based on the review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis section be included in this proxy statement, which is incorporated by reference in our annual report on Form 10-K for the fiscal year ended December 31, 2021.

By the Compensation Committee of the Board of Directors of Akero Therapeutics, Inc.

Mark Iwicki, Chairperson
Seth Harrison
Yuan Xu
Graham Walmsley

38

CORPORATE GOVERNANCE

Director Nomination Process

Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board of directors, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our board of directors. The qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee-recommended nominee for a position on our board of directors are as follows:

•

Nominees should demonstrate high standards of personal and professional ethics and integrity.

•

Nominees should have proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment.

•

Nominees should have skills that are complementary to those of the existing board.

•

Nominees should have the ability to assist and support management and make significant contributions to the Company’s success.

•

Nominees should have an understanding of the fiduciary responsibilities that is required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.

The nominating and corporate governance committee may also consider factors such as judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business and industry, conflicts of interest, and other commitments and the like. The nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weight or priority to any of these factors.

Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. Stockholder proposals should be addressed to Akero Therapeutics, Inc., 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080, Attention: Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis in accordance with our bylaws, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders. See “Stockholder Proposals” for a discussion of submitting stockholder proposals.

Director Independence

Applicable Nasdaq Stock Market LLC, or Nasdaq, rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and

39

that compensation committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our board of directors has determined that all members of the board of directors, except Dr. Cheng, are independent directors, including for purposes of the rules of Nasdaq and the SEC. In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. Dr. Cheng is not an independent director under these rules because he is an executive officer of the Company.

Board Committees

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. Each of the audit committee, compensation committee, and nominating and corporate governance committee operates under a charter that satisfies the applicable standards of the SEC and Nasdaq. Each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee, and nominating and corporate governance committee is posted on the corporate governance section of our website, https://ir.akerotx.com/corporate-governance/governance-overview.

Audit Committee

Jane Henderson, Tomas Heyman, Judy Chou, Ph.D., and Graham Walmsley, M.D., Ph.D. serve on the audit committee, which is chaired by Jane Henderson. Our board of directors has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated Jane Henderson as an “audit committee financial expert,” as defined under the applicable rules of the SEC. During the fiscal year ended December 31, 2021, the audit committee met five times. The report of the audit committee is included in this proxy statement under “Report of the Audit Committee.” The audit committee’s responsibilities include:

•

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•

pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

•

reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

40

•

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

•

coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

•

establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

•

recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10-K;

•

monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

•

preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

•

reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

•

reviewing quarterly earnings releases.

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

Compensation Committee

Yuan Xu, Seth Harrison, M.D., Graham Walmsley and Mark Iwicki. serve on the compensation committee, which is chaired by Mark Iwicki. Our board of directors has determined that each member of the compensation committee is “independent” as defined in the applicable Nasdaq rules and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. During the fiscal year ended December 31, 2021, the compensation committee met four times. The compensation committee’s responsibilities include:

•

annually reviewing and recommending to the board of directors corporate goals and objectives relevant to the compensation of our chief executive officer;

•

evaluating the performance of our chief executive officer in light of such corporate goals and objectives and recommending to the board of directors the compensation of our chief executive officer;

•

reviewing and recommending to the board of directors the compensation of our other executive officers;

•

overseeing and administering our compensation and similar plans;

•

evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

•

retaining and approving the compensation of any compensation advisors;

•

reviewing and making recommendations to our board of directors about our policies and procedures for the grant of equity-based awards;

•

evaluating and making recommendations to the board of directors about director compensation;

•

preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement;

•

reviewing and reassessing the adequacy of the compensation committee’s charter;

•

performing periodic evaluations of the compensation committee and report results to the board of directors; and

41

•

reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

Nominating and Corporate Governance Committee

Jane Henderson, Tomas Heyman and Yuan Xu serve on the nominating and corporate governance committee, which is chaired by Tomas Heyman. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2021, the nominating and corporate governance committee met four times. The nominating and corporate governance committee’s responsibilities include:

•

developing and recommending to the board of directors criteria for board and committee membership;

•

establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

•

identifying and considering individuals qualified to become members of the board of directors or the board’s committees based on criteria identifying, among other things, the skills of the proposed candidates, relevant business experience and independence determination;

•

recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

•

reviewing and discussing with the board of directors corporate succession plans for our chief executive officers and our other key officers; and

•

overseeing the evaluation of our board of directors and management.

The nominating and corporate governance committee considers candidates for our board of directors suggested by its members and the chief executive officer. Additionally, in selecting nominees for directors, the nominating and corporate governance committee will review candidates recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our board of directors. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Stockholder Proposals.” The nominating and corporate governance committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of our bylaws relating to stockholder nominations as described later in this proxy statement under the heading “Stockholder Proposals.”

Identifying and Evaluating Director Nominees.   Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.

The nominating and corporate governance committee establishes a process for identifying and evaluating nominees for the board of directors, including nominees recommended by stockholders. The nominating and corporate governance committee may solicit recommendations from non-management directors, the chief executive officer, other executive officers, third-party search firms, or any other source it deems appropriate. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee

42

recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting.

We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape.

Board and Committee Meetings Attendance

The full board of directors met four times during 2021. During 2021, each member of the board of directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).

Director Attendance at Annual Meeting of Stockholders

Directors are responsible for attending the annual meeting of stockholders to the extent practicable. All members of the board of directors then in office attended the annual meeting of stockholders on June 1, 2021.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the corporate governance section of our website, which is located at https://ir.akerotx.com/corporate-governance/​governance-overview. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee have at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or on a compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee. For a description of transactions between us and members of our Compensation Committee and affiliates of such members, please see “Certain Relationships and Related Party Transactions.”

Board Leadership Structure and Board’s Role in Risk Oversight

The board of directors of the Company has an independent chair, Mr. Iwicki, who has authority, among other things, to call and preside over board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the board of directors. Accordingly, the chairman has substantial ability to shape the work of the board of directors. Currently, the role of chairman of the board is separated from the role of chief executive officer. We believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to, and independent oversight, of management. Our board of directors recognizes the time, effort, and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow. While our bylaws and our corporate governance guidelines do not require that our chairman and chief executive officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

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Risk is inherent to every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction, and intellectual property. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of the board of directors in overseeing the management of our risks is conducted primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Communication with the Directors of Akero Therapeutics, Inc.

Any interested party with concerns about our company may report such concerns to the board of directors or the chairman of our board of directors and nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:

c/o Akero Therapeutics, Inc.
601 Gateway Boulevard, Suite 350
South San Francisco, California 94080
United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

A copy of any such written communication may also be forwarded to Akero’s legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with Akero’s legal counsel, with independent advisors, with non-management directors, or with Akero’s management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.

Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long- term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.

The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by Akero regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. Akero has also established a toll-free telephone number for the reporting of such activity, which is 855-697-1771.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Relationships and Transactions

Other than the compensation agreements and other arrangements described under “Executive compensation” and “Director compensation” in this proxy statement and the transactions described below, since January 1, 2021, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Limitation of Liability and Indemnification of Officers and Directors

Our third amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

•

any breach of their duty of loyalty to our company or our stockholders;

•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•

any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, we adopted bylaws which provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

We have entered into and in the future plan to enter into agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our board of directors to the maximum extent allowed under Delaware law.

Related Person Transaction Policy

Our board of directors adopted a written related person transactions policy providing that transactions with our directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related person, must be approved by our audit committee. This policy became effective on June 20, 2019, the date our registration statement for our IPO became effective. Pursuant to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related person

45

transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.

•

As appropriate for the circumstances, the audit committee will review and consider:

•

the related person’s interest in the related person transaction;

•

the approximate dollar amount involved in the related person transaction;

•

the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•

whether the transaction was undertaken in the ordinary course of our business;

•

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

•

the purpose of, and the potential benefits to us of, the related-party transaction; and

•

any other information regarding the related-party transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of April 4, 2022 by:

•

each of our directors;

•

each of our named executive officers;

•

all of our directors and executive officers as a group; and

•

each person, or group of affiliated persons, who is known by us to beneficially own greater-than-5.0% of our common stock.

The column entitled “Shares Beneficially Owned” is based on a total of 35,022,935 shares of our common stock outstanding as of April 4, 2022.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 4, 2022 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

​	Shares beneficially owned
Name and address of beneficial owner(1)	Number		Percentage
Greater-than-5% Stockholders:	​	​	​	​
Entities affiliated with Skorpios Trust(2)	​	4,907,829	​	14.01%
Entities affiliated with Janus Henderson(3)	​	3,163,622	​	9.03%
Alkeon Capital Management, LLC(4)	​	2,479,671	​	7.08%
venBio Global Strategic Fund II, L.P.(5)	​	2,315,893	​	6.61%
Entities affiliated with Atlas Venture(6)	​	2,232,251	​	6.37%
BlackRock, Inc.(7)	​	1,944,122	​	5.55%
Entities affiliated with Wellington Management Group(8)	​	1,876,811	​	5.36%
Goldman Sachs & Co. LLC(9)	​	1,776,192	​	5.07%
Entities affiliated with Point72 Asset Management(10)	​	1,760,248	​	5.03%
Named Executive Officers and Directors:	​	​	​	​
Andrew Cheng, M.D., Ph.D.(11)	​	1,256,815	​	3.49%
William White(12)	​	320,880	​	*
Jonathan Young, J.D., Ph.D.(13)	​	455,586	​	1.29%
Timothy Rolph, DPhil(14)	​	521,761	​	1.48%
Kitty Yale(15)	​	299,089	​	*
Judy Chou, Ph.D.(16)	​	7,222	​	*
Seth L. Harrison, M.D,(17)	​	684,751	​	1.95%
Jane P. Henderson(18)	​	69,380	​	*
Tomas Heyman(19)	​	29,611	​	*
Mark Iwicki(20)	​	162,290	​	*
Graham Walmsley, M.D., Ph.D.(21)	​	47,666	​	*
Yuan Xu, Ph.D.(22)	​	22,388	​	*
All executive officers and directors as a group (12 persons)(23)	​	3,877,439	​	10.38%

*

Represents beneficial ownership of less than one percent.

(1)

Unless otherwise indicated, the address for each beneficial owner is c/o Akero Therapeutics, Inc., 601 Gateway Boulevard, Suite 350, South San Francisco 94080.

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(2)

Information herein is solely based on Schedule 13G filed with the SEC by Skorpios Trust, a discretionary irrevocable trust pursuant to the provisions of the Cyprus International Trusts Law 1992 (“Skorpios Trust”) on June 30, 2021. Consists of (a) 2,346,298 shares of common stock held by Blue Horizon Enterprise Ltd., a corporation organized under the laws of the British Virgin Islands (“Blue Horizon”) and (b) 2,561,531 shares of common stock held by Ezbon International Limited a corporation organized under the laws of the British Virgin Islands, (“Ezbon”). Blue Horizon and Ezbon are the direct holders of the Shares. Skorpios Trust is the sole owner of each of Blue Horizon and Ezbon and as a result may be deemed to be the beneficial owner of the securities held by each of Blue Horizon and Ezbon. and Montrago Trustees Limited, a limited liability company organized under the laws of the Republic of Cyprus (“Montrago Trustees”). is the corporate trustee of Skorpios Trust and as a result may be deemed to be a beneficial owner of the securities beneficially owned by Skorpios Trust. The address of each of Blue Horizon and Ezbon is Jipfa Building, 3rd floor, 142 Main Street, Road Town, Tortola, British Virgin Islands. The address of each of Montrago Trustees and Skorpios Trust is 195 Arch. Makarios III Ave., Neocleous House, 3030 Limassol, Cyprus.

(3)

Information herein is solely based on a Schedule 13G filed by Janus Henderson Group plc with the SEC on September 30, 2021. Consists of 3,163,622 shares of common stock held by Janus Henderson Group plc (“Janus Henderson”). Janus Henderson has an indirect 97% ownership stake in Intech Investment Management LLC (“Intech”) and a 100% ownership stake in Janus Henderson Investors U.S. LLC (“JHIUS”), Henderson Global Investors Limited (“HGIL”) and Janus Henderson Investors Australia Institutional Funds Management Limited (“JHIAIFML”), (each an “Asset Manager” and collectively as the “Asset Managers”). Due to the above ownership structure, holdings for the Asset Managers are aggregated for purposes of this filing. Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as “Managed Portfolios”). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JHIUS may be deemed to be the beneficial owner of 3,160,548 shares held by such Managed Portfolios. However, JHIUS does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. The mailing address for Janus Henderson Global Life Sciences Fund is 151 Detroit Street, Denver, CO 80206.

(4)

Information herein is solely based on the Schedule 13G filed with the SEC by Alkeon Capital Management LLC (“Alkeon”) on February 11, 2022. The address of Alkeon is 350 Madison Avenue, 9th Floor, New York, NY 10017.

(5)

Information herein is solely based on a Schedule 13D/A filed by venBio Global Strategic Fund II, L.P. (the “venBio Fund”) with the SEC on May 7, 2021. Consists of 2,315,893 shares of common stock (the “Fund Shares”) held by the venBio Fund. venBio Global Strategic GP II, L.P., (the “General Partner”) is the sole general partner of the venBio Fund. venBio Global Strategic GP II, Ltd., (“GP Ltd.”) is the sole general partner of the General Partner. Robert Adelman and Corey Goodman are directors of GP Ltd. As the sole general partner of the venBio Fund, the General Partner may be deemed to own beneficially the Fund Shares. As the sole general partner of the General Partner, the GP Ltd. likewise may be deemed to own beneficially the Fund Shares. As directors of the GP Ltd., each of the Directors likewise may be deemed to own beneficially the Fund Shares. The address for the Fund, the General Partner and GP Ltd. is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.

(6)

Information herein is solely based on Schedule 13G/A filed with the SEC by (i) Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”) on February 11, 2022. Consists of (a) 2,206,412 shares of common stock held by Atlas XI and (b) 268,722 shares of common stock held by Atlas Venture Opportunity Fund I, L.P. (“AVO I”). Atlas Venture Associates XI, L.P. (“AVA XI LP”) is the general partner of Atlas XI and Atlas Venture Associates XI, LLC (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the shares held by Atlas XI. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the shares held by Atlas XI. Atlas Venture Associates Opportunity I, L.P. (“AVAO LP”) is the general partner of AVO I and Associates Opportunity I, LLC (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons”) is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVO I. As such, each of the

48

Opportunity Fund Reporting Persons share voting and dispositive power with respect to the shares held by AVO I. The mailing address of Atlas XI and AVO I is 400 Technology Square, 10th Floor, Cambridge, MA 02139.

(7)

Information herein is solely based on a Schedule 13G filed by BlackRock, Inc. with the SEC on February 4, 2022. Consists of 1,944,122 shares of common stock held by BlackRock, Inc. BlackRock Inc. includes the following subsidiaries: BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Fund Advisors; BlackRock Fund Managers Ltd. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(8)

Information herein is solely based on a Schedule 13G filed by Wellington Management Group, LLP with the SEC on February 14, 2022. Consists of (a) 1,797,052 shares of common stock held by Wellington Management Company LLP and (b) 79,759 shares of common stock held directly by Wellington Investment Advisors Holdings LLP or indirectly through Wellington Management Global Holdings, Ltd. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. The address of Wellington Management Group is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

(9)

Information herein is solely based on a Schedule 13G filed by The Goldman Sachs Group, Inc. with the SEC on February 2, 2022. Consists of 1,776,192 shares of common stock held by Goldman
Sachs & Co. LLC, who is owned by The Goldman Sachs Group, Inc., as a parent holding company. The address of The Goldman Sachs Group, Inc. is 200 West Street, New York, NY 10282 and the address of Goldman Sachs & Co. LLC is 200 West Street, New York, NY 10282.

(10)

Information herein is solely based on the Schedule 13G filed with the SEC on February 14, 2022 by (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of common stock, $0.0001 par value per share (“Shares”), of Akero held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to Shares held by certain investment funds it manages; and (iv) Steven A. Cohen (“Mr. Cohen”) with respect to Shares beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist Systematic Strategies on February 14, 2022. Consists of (a) 1,758,501 shares of common stock held by Point72 Asset Management and (b) 1,747 shares of common stock held by Cubist Systematic Strategies. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by certain investment funds it manages. Mr. Cohen controls each of Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist Systematic Strategies. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen may be deemed to beneficially own 1,747,849 Shares and (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially own 3,714 Shares. Each of Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Mr. Cohen disclaims beneficial ownership of any of the securities. The address of (i) Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902 and (ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001.

(11)

Consists of: (i) 308,996 shares of common stock held by Dr. Cheng and (ii) 947,819 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(12)

Consists of: (i) 3,277 shares of common stock held by Mr. White and (ii) 317,603 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(13)

Consists of: (i) 163,254 shares of common stock held by Dr. Young, (ii) 20,000 shares of common stock held by the EA Irrevocable Trust of which Dr. Young’s spouse is the trustee, (iii) 20,000 shares of

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common stock held by the CM Irrevocable Trust of which Dr. Young’s spouse is the trustee, (iv) 20,000 shares of common stock held by JL Irrevocable Trust of which Dr. Young’s spouse is the trustee and (v) 232,332 shares of common stock underlying options exercisable within 60 days of April 4, 2022. Dr. Young disclaims beneficial ownership over the shares that are held in the irrevocable trusts for the benefit of his children.

(14)

Consists of: (i) 245,185 shares of common stock held by Dr. Rolph and (ii) 276,576 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(15)

Consists of: (i) 120,921 shares of common stock held by Ms. Yale and (ii) 178,168 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(16)

Consists of 7,222 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(17)

Consists of: (i) 305,366 shares of common stock, (ii) 331,719 shares of common stock held by a limited liability company, of which Dr. Harrison is the manager and (iii) 47,666 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(18)

Consists of 69,380 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(19)

Consists of 29,611 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(20)

Consists of 162,290 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(21)

Consists of: (i) 2,168 shares of common stock held by Dr. Walmsley and (ii) 45,498 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(22)

Consists of 22,388 shares of common stock underlying options exercisable within 60 days of April 4, 2022.

(23)

See notes 11 through 22 above. Consists of 2,336,553 shares of our common stock owned directly, and 1,540,886 shares of common stock subject to options exercisable within 60 days from April 4, 2022.

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REPORT OF THE AUDIT COMMITTEE

The audit committee is appointed by the board of directors to assist the board of directors in fulfilling its oversight responsibilities with respect to (1) the integrity of Akero’s financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance of Akero’s independent registered public accounting firm, (3) the performance of Akero’s internal audit function, if any, and (4) other matters as set forth in the charter of the audit committee approved by the board of directors.

Management is responsible for the preparation of Akero’s financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of Akero’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and issuing a report thereon. The audit committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of Akero for the fiscal year ended December 31, 2021. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the audit committee received written disclosures and the letter from the independent registered public accounting firm as required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communication with the audit committee concerning independence and has discussed with the independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements of Akero be included in Akero’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” ​(2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF AKERO THERAPEUTICS, INC.

Jane Henderson, Chairperson
Tomas Heyman
Mark Iwicki
Graham Walmsley

April 28, 2022

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HOUSEHOLDING

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including the annual report to stockholders and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Akero Therapeutics, Inc., 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080, Attention: Corporate Secretary, telephone: (650)-487-6488. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

STOCKHOLDER PROPOSALS

A stockholder who would like to have a proposal considered for inclusion in our 2023 proxy statement must submit the proposal in accordance with the procedures outlined in Rule 14a-8 of the Exchange Act so that it is received by us no later than December 29, 2022. However, if the date of the 2022 Annual Meeting of Stockholders is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 2023 Annual Meeting of Stockholders. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Akero Therapeutics, Inc., 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080, Attention: Corporate Secretary.

If a stockholder wishes to propose a nomination of persons for election to our board of directors or present a proposal at an annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our bylaws establish an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely notice in proper form to our corporate secretary of the stockholder’s intention to bring such business before the meeting.

The required notice must be in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. For stockholder proposals to be brought before the 2023 Annual Meeting of Stockholders, the required notice must be received by our corporate secretary at our principal executive offices no earlier than February 2, 2023 and no later than March 4, 2023. Stockholder proposals and the required notice should be addressed to Akero Therapeutics, Inc., 601 Gateway Boulevard, Suite 350, South San Francisco, California 94080, Attention: Corporate Secretary.

Any stockholder recommendation for a director nominee must be submitted to the Company not less than 120 calendar days prior to the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. To comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies for the Company’s 2023 annual meeting of stockholders in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 3, 2023.

OTHER MATTERS

Our board of directors does not know of any other matters to be brought before the Annual Meeting. If any other matters not mentioned in this proxy statement are properly brought before the meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.

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SCAN TOVIEW MATERIALS & VOTE AKERO THERAPEUTICS, INC.601 GATEWAY BOULEVARD, SUITE 350 SOUTH SAN FRANCISCO, CA 94080 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 1, 2022. 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/AKRO2022You 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 BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 1, 2022. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, 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. Proxy cards submitted by mail must be received no later than June 1, 2022 to be voted at the annual meeting. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D82643-P68090 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY AKERO THERAPEUTICS, INC.The Board of Directors recommends you vote FOR the following nominees: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 1.Election of Class III Directors to serve until the 2025 annual meeting of stockholders and until his or her successor has been duly elected and qualifiedNominees: !!! 01)Judy Chou, Ph.D.02)Tomas Heyman The Board of Directors recommends you vote FOR the following proposals: For Against Abstain Note: The Board of Directors will consider and act upon any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. 2.To ratify the appointment of Deloitte & Touche LLP as!!!our independent registered public accounting firm forthe fiscal year ending December 31, 2022.3.To consider and act upon a non-binding, advisory vote!!!to approve the compensation of our named executiveofficers. You may attend and vote via the Internet during the Annual Meeting. Have the information that is printed in the box marked with the arrow on your proxy card available and follow the instructions. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER OF RECORD. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3, AND "1 Year" ON PROPOSAL 4. The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 Year 2 Years 3 Years Abstain 4.To consider and act upon a non-binding, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. !!!! 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.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.D82644-P68090AKERO THERAPEUTICS, INC.Annual Meeting of Stockholders June 2, 2022 9:00 AM ETThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) Andrew Cheng, William White and Jonathan Young, or any 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 AKERO THERAPEUTICS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, ET on June 2, 2022, via a live webcast at www.virtualshareholdermeeting.com/AKRO2022, 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.Continued and to be signed on reverse side