plrx-20230426

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

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

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12

Pliant Therapeutics, Inc.

(Name of Registrant as Specified in its Charter)

Not Applicable

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

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


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PLIANT THERAPEUTICS, INC.

260 Littlefield Avenue

South San Francisco, CA 94080

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To be held June 7, 2023

Notice is hereby given that the 2023 Annual Meeting of Stockholders, (the “Annual Meeting”), of Pliant Therapeutics, Inc. will be held on Wednesday, June 7, 2023 at 8:30 a.m. Pacific Time. The meeting will be held in a virtual format. Stockholders may attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/PLRX2023. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on your proxy materials. The purpose of the Annual Meeting is the following:


1			To elect three class III directors named in this proxy statement to our board of directors;
2			To approve, by non-binding advisory vote, the resolution approving named executive officer compensation;
3			To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and
4			To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Only Pliant Therapeutics, Inc. stockholders of record at the close of business on April 14, 2023 will be entitled to vote during the Annual Meeting and any adjournment or postponement thereof.

We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials and our 2022 Annual Report to Stockholders (the “2022 Annual Report”). The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2022 Annual Report. This process allows us to provide our stockholders with necessary information on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is important. Whether or not you are able to attend the virtual Annual Meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual Annual Meeting. You may vote by submitting your proxy via the Internet, by telephone, or by mail (if you received paper copies of the proxy materials) by following the instructions on the proxy card or voting instruction card. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the virtual Annual Meeting regardless of whether you attend.

On behalf of the board of directors, thank you for your participation in this important annual process.

By order of the board of directors,



Mike Ouimette
General Counsel and Corporate Secretary

South San Francisco, CA

April 26, 2023

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			Page
GENERAL INFORMATION			1
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS			4
CORPORATE GOVERNANCE			10
D IRECTOR COMPEN SATION			16
PROPOSAL NO. 2 - TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE RESOLUTION APPROVING NAMED EXECUTIVE OFFICE R COMPENSATION			18
EXECUTIVE COMPENSATION			19
PAY VERSUS PERFORMANCE			32
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			34
PRINCIPAL STOCKHOLDERS			35
PROPOSAL NO. 3 - RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS PLIANT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023			38
REPORT OF THE AUDIT COMMITTEE			38
HOUSEHOLDING			39
STOCKHOLDER PROPOSALS			39
OTHER MATTERS			39

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PLIANT THERAPEUTICS, INC.

260 Littlefield Avenue

South San Francisco, CA 94080

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 7, 2023

This proxy statement contains information about the 2023 Annual Meeting of Stockholders, (the “Annual Meeting”) of Pliant Therapeutics, Inc., (the “Company”), which will be held on Wednesday, June 7, 2023 at 8:30 a.m. Pacific Time. The 2023 Annual Meeting will be a virtual stockholders meeting held on the Internet at www.virtualshareholdermeeting.com/PLRX2023. The board of directors of the Company (the “Board”) is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Pliant,” “Company,” “we,” “us,” and “our” refer to Pliant Therapeutics, Inc. The mailing address of our principal executive offices is 260 Littlefield Avenue, South San Francisco, CA 94080. Information made available on our website is not incorporated by reference into this proxy statement.

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 the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our proxy tabulator written notice to that effect. Such written notice should be delivered by mail to Proxy Tabulator for Pliant Therapeutics, Inc. at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

We made this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2022 available to stockholders on or about April 26, 2023.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 7, 2023:

This proxy statement and our 2022 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, 2022, as filed with the Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon written request to Pliant Therapeutics, Inc., 260 Littlefield Avenue, South San Francisco, CA 94080, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are also available on the SEC’s website at www.sec.gov, or on the Investors & Media section of our website at https://ir.pliantrx.com.

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PLIANT THERAPEUTICS, INC.

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

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

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 26, 2023, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). Our proxy materials, including the Notice of 2023 Annual Meeting of Stockholders, this proxy statement, and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form, and the 2022 Annual Report to Stockholders (the “2022 Annual Report”), will be mailed or made available to stockholders on the Internet on or about the same date.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice was mailed to holders of record and beneficial owners of our common stock starting on or about April 26, 2023. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2023 Annual Meeting of Stockholders, this proxy statement, the proxy card and our 2022 Annual Report, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice also provides voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of 2023 Annual Meeting of Stockholders, this proxy statement and our 2022 Annual Report are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this proxy statement.

Who is soliciting my vote?

Our board of directors is soliciting your vote for the Annual 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 14, 2023.

How many votes can be cast by all stockholders?

There were 59,156,430 shares of our common stock, par value $0.0001 per share, outstanding on the record date, 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.

Where will the Annual Meeting be held this year?

The Annual Meeting will be held virtually. The virtual format will enable us to provide access to the Annual Meeting for our stockholders regardless of geographic location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. In order to attend the virtual Annual Meeting, vote your shares and ask questions, stockholders of record as of April 14, 2023 can access the meeting at www.virtualshareholdermeeting.com/PLRX2023.

To join the Annual Meeting, you will need to have your 16-digit control number, which is included on the Notice and your proxy card. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting.

If you are logged in as a stockholder at the virtual Annual Meeting, you will have an opportunity to submit questions live via the Internet during a designated portion of the virtual Annual Meeting. Once you are logged in, type your question into the question box and click “submit.” Subject to time constraints, we intend to answer questions pertinent to the Company and meeting matters

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submitted by stockholders during the Annual Meeting that comply with our rules of conduct for the Annual Meeting, which will be posted on the meeting website during the meeting.

The meeting will begin promptly at 8:30 a.m. Pacific Time on Wednesday, June 7, 2023. You may access the meeting platform beginning at 8:15 a.m. Pacific Time, and we encourage you to join in advance of the meeting start time to allow sufficient time to log in and confirm your connection and audio are working properly. On the meeting day, if you have trouble accessing the virtual meeting platform or encounter other technical difficulties with the platform before or during the meeting, please call the technical support number posted on the Annual Meeting login page.

Even if you plan to attend the Annual Meeting virtually, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

What are the proposals to be voted on this year?

The purpose of the Annual Meeting is the following:


1			To elect three class III directors named in this proxy statement to our board of directors, to serve until the 2026 Annual Meeting of Stockholders and until their successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal;
2			To approve, by non-binding advisory vote, the resolution approving named executive officer compensation (“say-on-pay”);
3			To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and
4			To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

How do I vote?

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


•Online during the Annual Meeting. You may vote during the virtual Annual Meeting by following the instructions available at www.virtualshareholdermeeting.com/PLRX2023. If you hold your shares through a bank or broker and wish to vote at the virtual Annual Meeting, you must obtain a valid proxy from the firm that holds your shares. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on the Notice and your proxy card. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting.
•By Internet or Telephone prior to the Annual Meeting. You can vote by proxy over the Internet or by telephone by following the instructions provided in the Notice. In order to be counted, proxies submitted by Internet or by telephone must be received by the cutoff time of 11:59 p.m. Eastern Time on June 6, 2023.
•By Mail prior to the Annual Meeting. If you requested printed copies of the proxy materials by mail, you can vote by mailing your proxy as described in the proxy materials. 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 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.

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

If you return a signed proxy card or otherwise vote without marking specific voting selections, your shares will be voted as the board of directors recommends: “For” the election of three (3) class III directors (Proposal No. 1); “For” the approval, by non-binding advisory vote, of the resolution approving named executive officer compensation (say-on-pay) (Proposal No. 2); “For” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal No. 3); and in accordance with the best judgment of the proxy holders for any other matters properly brought before the meeting, if any.

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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 6, 2023, (2) attending and voting at the virtual Annual Meeting (although attendance at the virtual 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 proxy tabulator prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be delivered by mail to the Proxy Tabulator for Pliant Therapeutics, Inc. at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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 (“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,” which are described more fully below, 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.

How many votes are required to approve the proposals?

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 or different vote is required by law or by our Amended and Restated Certificate of Incorporation (“certificate of incorporation”) or bylaws. Accordingly, this is the voting standard that will apply for Proposals 2 and 3.

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 authority with respect to that item and has not received instructions from the beneficial owner.

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

What is a broker non-vote?

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. The election of directors and Proposal No. 2 are “non-discretionary” items. If you do not instruct your broker how to vote with respect to these proposals, your broker may not vote for such proposals, and a broker “non-vote” will occur. Proposal No. 3, the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, 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.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice and 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. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.

How can I know the voting results?

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

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PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

Our board of directors currently consists of ten 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:


•the class I directors are Hoyoung Huh, M.D., Ph.D., Darren Cline, MBA, and David Pyott, MA, MBA, with current terms expiring at the Annual Meeting of Stockholders to be held in 2024;
•the class II directors are John Curnutte, M.D., Ph.D., Kate Knobil, M.D., Thomas McCourt and Smital Shah, MBA, with current terms expiring at the Annual Meeting of Stockholders to be held in 2025; and
•the class III directors standing for election are Bernard Coulie, M.D., Ph.D., Gayle Crowell and Suzanne Bruhn, Ph.D., with current terms expiring 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 board of directors has nominated each of Bernard Coulie, M.D., Ph.D., Gayle Crowell and Suzanne Bruhn, Ph.D., to stand for election as class III directors. Drs. Coulie and Bruhn and Ms. Crowell were elected as members of our board prior to our initial public offering, pursuant to a voting agreement entered into with certain of our stockholders that terminated upon completion of our initial public offering in June 2020. The nominees are currently 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.

Nominees for Election as Class III Directors

The following table and narrative information identifies our nominees for class III directors, and sets forth their principal occupation and business experience during the last five years and their ages.

Name

Principal Occupation

Director

Since

Age

Bernard Coulie, M.D., Ph.D.

President, Chief Executive Officer of the Company

2016

Gayle Crowell

Previously Chief Executive Officer of RightPoint Software

2019

Suzanne Bruhn, Ph.D.

President and Chief Executive Officer of Tiaki Therapeutics

2016

Bernard Coulie, M.D., Ph.D., has served as our Chief Executive Officer and as a Director since February 2016. Prior to joining Pliant, Dr. Coulie cofounded ActoGeniX N.V., a biopharmaceutical company, and held roles of increasing responsibility there, including as Vice President R&D, Chief Medical Officer, and Chief Executive Officer, from September 2006 until February 2015, when it was acquired by Intrexon Corporation. Prior to cofounding ActoGeniX, Dr. Coulie held various positions with increasing responsibilities in drug discovery and clinical development at Johnson & Johnson Pharmaceutical Research and Development Europe. Dr. Coulie previously served as a director of ActoGeniX from April 2010 until February 2015, Biogazelle N.V. from July 2015 until November 2018, Myoscience from June 2016 until March 2019. Dr. Coulie is currently serving as a director and Chairman of Calypso BV and is a member of the board of directors of SQZ Biotechnologies, a publicly-traded cell therapy biotechnology company. Dr. Coulie holds an M.D. and Ph.D. from the University of Leuven, Belgium and an MBA from the Vlerick Management School, Leuven, Belgium. We believe that Dr. Coulie is qualified to serve on our board of directors based on our review of his experience and expertise in operations management and executive leadership at various biopharmaceutical companies.

Gayle Crowell, has served as a member of our board of directors since December 2019. Ms. Crowell serves as a member of the board of directors of Envestnet, Inc., a role she has held since March 2016. Prior to that she served as lead independent director of Yodlee, Inc. from March 2014 to November 2015 and as a member of the Yodlee, Inc. board of directors from July 2002 until November 2015, when Yodlee, Inc. was acquired by Envestnet. Ms. Crowell also previously served as a director of ResMan, a property management SaaS platform provider, from August 2020 until its acquisition by Inhabit IQ in August 2021. Ms. Crowell served as an operational business consultant for Warburg Pincus LLC, a private equity firm, from June 2001 to January 2019. Ms. Crowell served as the CEO of RightPoint Software from 1998 to 2000 when it was acquired by E.piphany, Inc., a developer of customer relationship management software. From January 2000 to June 2001, Ms. Crowell served as president and board member of

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E.piphany, which was acquired by SSA Global Technologies, Inc. in September 2005. Ms. Crowell also currently serves on the board of directors of Hercules Technology Growth Capital since February 4, 2019, Lead Director for GTreasury, a treasury and risk management platform provider, since April 2021, Instinct Science, a cloud-based record management system for veterinary offices and hospitals, where Ms. Crowell serves as Executive Chair, since April 2022, and Centerbase, a management software solution company, where Ms. Crowell serves as Executive Chair, since October 2022. Ms. Crowell has extensive director experience as a public and private board member, having served as a chairperson, lead director or independent director for over twenty-five public and private corporations driving value creation at the highest level for customers, employees and shareholders alike. Ms. Crowell received an undergraduate degree in education from the University of Nevada at Reno. We believe Ms. Crowell is qualified to serve on our board of directors based on her extensive leadership experience as a board member and senior executive of other private and public companies.

Suzanne Bruhn, Ph.D., has served as a member of our board of directors since July 2016. Dr. Bruhn currently serves as President and Chief Executive Officer of Tiaki Therapeutics, a preclinical biotechnology company, since May 2019. Prior to that, Dr. Bruhn served as President and Chief Executive Officer of Proclara Biosciences, Inc, a clinical-stage biotechnology company, from April 2017 until September 2018. Prior to Proclara, Dr. Bruhn served as President and Chief Executive Officer of Promedior, Inc., a private clinical-stage biotech company developing targeted therapies to treat diseases involving fibrosis, from May 2012 until November 2015. Prior to Promedior, she spent 13 years at Shire Human Genetic Therapies (HGT), a division of Shire PLC, specializing in the development and commercialization of treatments for orphan diseases, where she held a series of positions of increasing responsibility including senior vice president of strategic planning and program management, and head of global regulatory affairs. She currently serves on the board of directors of Travere Therapeutics, Inc., a publicly traded commercial biotechnology company, since April 2020, Vigil Neuroscience, a publicly traded biotechnology company, since July 2022, and MindMed, publicly traded biotechnology company since August 2022. She previously served as a member of the board of directors of Aeglea BioTherapeutics, Inc, a publicly traded biotherapeutics company, from February 2017 to August 2020, Novelion Therapeutics, Inc, a publicly traded pharmaceutical company, from October 2017 to January 2020, Raptor Pharmaceuticals Corp., a publicly traded pharmaceutical company, from April 2011 until it was acquired by Horizon Pharma plc in October 2016, and Avalo Therapeutics, Inc. (fka Cerecor Inc.), a publicly traded pharmaceutical company from April 2020 to December 2021. She holds a B.S. in Chemistry from Iowa State University and a Ph.D. in Chemistry from Massachusetts Institute of Technology and completed her postdoctoral fellowship in the department of human genetics at Harvard Medical School. We believe Dr. Bruhn is qualified to serve on our board of directors based on her extensive expertise and experience in the biopharmaceutical industry, including her expertise in the development of treatments for rare diseases and diseases involving fibrosis.

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 Bernard Coulie, M.D., Ph.D., Gayle Crowell and Suzanne Bruhn, Ph.D. as the class III directors, to serve for a three-year term ending at the Annual Meeting of Stockholders to be held in 2026.

Directors Continuing in Office

The following table and narrative information identifies our directors continuing in office, and sets forth their principal occupation and business experience during the last five years and their ages.

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Name

Principal Occupation

Director

Since

Class and Year

in Which Term

Will Expire

Age

Hoyoung Huh, M.D., Ph.D.

Retired, previously Managing Director of Konus Advisory Group, Inc.

2017

Class I—2024

Darren Cline, MBA

President and Chief Executive Officer of Epygenix Therapeutics, Inc.

2023

Class I—2024

David Pyott, MA, MBA

Previously Chief Executive Officer of Allergan, Inc.

2021

Class I—2024

John Curnutte, M.D., Ph.D.

Retired, previously Executive Vice President of Research and Development at Portola Pharmaceuticals, Inc.

2017

Class II—2025

Thomas McCourt

Chief Executive Officer of Ironwood Pharmaceuticals, Inc.

2023

Class II—2025

Smital Shah, MBA

Previously Chief Business and Financial Officer at ProQR Therapeutics NV

2019

Class II—2025

Kate Knobil, M.D.

Chief Medical Officer of Agilent Technologies Inc.

2022

Class II—2025

Class I Directors (Terms Expire at 2024 Annual Meeting of Stockholders)

Hoyoung Huh, M.D., Ph.D., has served as Lead Director of our board of directors since December 2017. He is the founder of pH Pharma and Healthcare & Humanity Foundation. Dr. Huh was a Managing Director of Konus Advisory Group, Inc. from January 2012 to September 2014. Prior to founding Konus Advisory Group, Inc., Dr. Huh was Chief Executive Officer and Chairman of the board of directors of BiPar Sciences, Inc. from February 2008 until December 2010. In addition, Dr. Huh has been involved in the formation, management and board positions of multiple biotechnology and innovation-based companies. He previously served as the Chairman of the board of directors of Geron Corporation from September 2011 to December 2018, and CytomX Therapeutics, Inc. from February 2012 to December 2018, a member of the board of directors of Rezolute, Inc. (f/k/a AntriaBio, Inc.) from 2013 to January 2019, the Chairman of the board of directors of Epizyme, Inc. from October 2009 to February 2012, and as a member of the board of directors of Facet Biotech Corporation, Nektar Therapeutics, Inc., Addex Therapeutics Ltd. and EOS, S.p.A (Milano, Italy). Earlier in his career, Dr. Huh was a partner at McKinsey & Company. He holds A.B. in Biochemistry from Dartmouth College, an M.D. from Cornell University Medical College and a Ph.D. in Cell Biology and Genetics from Cornell University Sloan Kettering Institute. We believe Dr. Huh is qualified to serve on our board of directors based on his significant leadership experience in and familiarity with the biopharmaceutical industry.

Darren Cline, MBA, has served as a member of our board of directors since March 2023. He is was most recently president and chief executive officer of Epygenix Therapeutics, Inc., a biopharmaceutical company, where he has served from March 2022 to March 2023. Prior to this, he served as the U.S. chief commercial officer and member of the executive committee for Greenwich Bioscience, the U.S. subsidiary of GW Pharmaceuticals, a British pharmaceutics company, from April 2019 through December 2021. Between October 2010 and March 2019, Mr. Cline served as executive vice president, commercial at Seattle Genetics, Inc., a biotechnology company, where he oversaw all marketing, sales, and managed markets. Prior to Seattle Genetics, between October 2006 and October 2009, Mr. Cline was at Alexion Pharmaceuticals, where he was part of the commercial leadership team. Mr. Cline received his undergraduate degree from San Diego State University and his MBA from Pepperdine University. We believe Mr. Cline is qualified to serve on our board of directors due to his extensive biopharmaceutical commercial and leadership experience.

David Pyott, MA, MBA, has served as a member of our board of directors since January 2021. He most recently served as chairperson and Chief Executive Officer of Allergan, Inc., a pharmaceutical company that is now part of AbbVie Inc., from 1998 to 2015. Prior to Allergan, he held the role of Head of the Novartis Nutrition Division and served as a member of the Executive Committee of Switzerland-based Novartis AG. He currently serves as a member of the board of directors of Alnylam Pharmaceuticals and BioMarin Pharmaceutical, and is a member of the Supervisory Board of Royal Philips in the Netherlands, a public diversified health technology company. He serves as chairperson of the Governing Board of the London Business School, a Trustee of the California Institute of Technology and President of the Ophthalmology Foundation. He holds a Diploma in International and European Law from the Europa Institute at the University of Amsterdam, an Honorary Degree in Medicine and a Master of Arts degree from the University of Edinburgh, and a Master of Business Administration degree from the London Business School. We believe Mr. Pyott is qualified to serve on our board of directors due to his extensive experience in the life sciences industry.

Class II Directors (Terms Expire at 2025 Annual Meeting of Stockholders)

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John Curnutte, M.D., Ph.D., has served as a member of our board of directors since August 2017. From February 2011 through his retirement in May 2019, Dr. Curnutte served as Executive Vice President of Research and Development at Portola Pharmaceuticals, Inc., a biopharmaceutical company developing product candidates for thrombosis and other hematologic diseases. He remains a consultant to Portola/Alexion/AstraZeneca. Prior to that, Dr. Curnutte served as the Chief Executive Officer of 3-V Biosciences, Inc., a biotechnology company. Earlier in his career, he served as a President of Schering-Plough Biopharma (formerly DNAX Research Institute) and previously held several senior management positions at Genentech, Inc., a biotechnology company. Prior to Genentech, Dr. Curnutte was a tenured faculty member at The Scripps Research Institute, pursuing basic and clinical research in inflammation biochemistry and the molecular genetics of congenital immune deficiencies. He was an adjunct clinical professor of pediatrics at Stanford University School of Medicine and a member of the medical staff from 1993 to 2013. From May 2015 to June 2016, Dr. Curnutte served as a member of the board of directors of Diadexus, Inc., a cardiovascular diagnostics company. Since August 2019, he has served as a member of the board of directors of Orchard Therapeutics, a company focused on hematopoietic stem cell gene therapy. Dr. Curnutte holds an A.B. in Biochemistry and Molecular Biology from Harvard University and an M.D. and a Ph.D. in Biological Chemistry from Harvard Medical School. We believe Dr. Curnutte is qualified to serve on our board of directors based on his extensive experience in the biopharmaceutical industry, including his operational experience in drug discovery and development.

Kate Knobil, M.D., has served as a member of our board of directors since September 2022. Dr. Knobil currently serves as Chief Medical Officer of Agilent Technologies Inc., a laboratory products and software company, a position she has held since April 2021. Dr. Knobil previously served as Chief Medical Officer and Head of Research & Development at Kaleido Biosciences, Inc., a clinical-stage healthcare company targeting the microbiome to treat disease and improve health, from December 2018 to January 2021. Dr. Knobil spent more than 20 years in roles of increasing responsibility at GlaxoSmithKline plc (GSK), a pharmaceutical company, most recently serving as the corporate Chief Medical Officer from December 2017 to December 2018, overseeing medical affairs, health outcomes, global clinical safety and medical governance across the pharmaceutical, vaccines, and consumer businesses. Previously she was Chief Medical Officer for Pharmaceuticals at GSK from November 2015 to December 2017, and prior to that was senior vice president, value evidence and outcomes. Dr. Knobil first joined GSK in 1997 as a research physician in respiratory clinical development, and subsequently held a number of roles, including leading the European respiratory clinical team, and building the late-stage clinical development for all therapeutic areas in China. Dr. Knobil was recently named one of 2018’s Fiercest Women in Life Sciences by FiercePharma. She has served on the board of directors of the National Health Council and has been active with the National Academies of Sciences, Engineering, and Medicine, and the Patient Centered Outcomes Research Institute. Dr. Knobil received her B.A. from Cornell University, her M.D. from University of Texas Southwestern Medical School, and completed a Fellowship in Pulmonary and Critical Care Medicine at the Johns Hopkins Medical School. We believe Dr. Knobil is qualified to serve on our board of directors due to her extensive experience in drug development in the life sciences industry and her leadership experience as a life sciences executive and board member.

Thomas McCourt has served on our Board since March 2023. Mr. McCourt currently serves as chief executive officer and member of the board of directors of Ironwood Pharmaceuticals, Inc., a biopharmaceutical company focused on gastrointestinal therapies, where he has served since June 2021. Mr. McCourt had previously served as president and interim chief executive officer of Ironwood from March 2021 to June 2021 and as president from April 2019 to June 2021. Prior to April 2019, Mr. McCourt served as Ironwood’s senior vice president of marketing and sales and chief commercial officer since joining Ironwood in 2009. Prior to joining Ironwood, Mr. McCourt led the U.S. brand team for denosumab at Amgen Inc. from 2008 to 2009. Prior to that, Mr. McCourt was with Novartis AG from 2001 to 2008, where he held a number of senior commercial roles, including vice president of strategic marketing and operations. Mr. McCourt was also part of the founding team at Astra-Merck Inc., leading the development of the medical affairs and science liaison group and then serving as brand manager. Mr. McCourt serves on the board of trustees for the American Society of Gastrointestinal Endoscopy. Mr. McCourt previously served on the board of directors of Acceleron Pharma Inc. Mr. McCourt received a B.S. in Pharmacy from the University of Wisconsin. We believe Mr. McCourt is qualified to serve on our board of directors due to his extensive biopharmaceutical commercial and leadership experience.

Smital Shah, MBA, has served as a member of our board of directors since March 2019. Since October 2014, Ms. Shah has served in roles of increasing responsibility at ProQR Therapeutics NV, a rare disease company, including as Chief Financial Officer until 2018 and as Chief Business and Financial Officer since 2018. Previously, Ms. Shah managed the multi-billion-dollar debt, cash and investment portfolios of Gilead Sciences, Inc. Prior to Gilead, she was an investment banker at Leerink Partners and JP Morgan focused on capital raising and strategic transactions in the biotechnology space. Previously, Ms. Shah held various research and development roles at Johnson & Johnson Company. She holds a B.S. in Chemical Engineering from the University of Mumbai, a M.S. in Chemical Engineering from Virginia Tech and an MBA from the University of California, Berkeley Haas School of Business. We

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believe Ms. Shah is qualified to serve on our board of directors due to her extensive experience in the life sciences industry and her leadership experience as a senior financial executive.

Executive Officers

The following table identifies our executive officers and sets forth their current positions at the Company and their ages, other than for Bernard Coulie, M.D., Ph.D., our President and Chief Executive Officer. Such information for Dr. Coulie is provided above under “Nominees for Election as Class III Directors.”


Name	Position Held with Pliant	Officer Since	Age
Keith Cummings, M.D., MBA	Chief Financial Officer	2018	46
Hans Hull, J.D.	Chief Business Officer	2016	48
Éric Lefebvre, M.D.	Chief Medical Officer	2018	59
Mike Ouimette, J.D.	General Counsel & Corporate Secretary	2020	50
Lily Cheung	Chief Human Resources Officer	2023	50

Keith Cummings, M.D., MBA, has served as our Chief Financial Officer since December 2018. Prior to joining Pliant, Dr. Cummings served as a Director in the Investment Banking Healthcare Group at Citigroup Global Markets, an investment bank, from September 2014 until December 2018. Prior to joining Citigroup, Dr. Cummings worked at Lehman Brothers and, subsequently, at Barclays Investment Bank from August 2009 to September 2014, where he served as a vice president of investment banking. He holds a B.S. in Biochemistry from North Carolina State University, an MBA from Duke University’s Fuqua School of Business and an M.D. from Duke University School of Medicine.

Hans Hull, J.D., has served as our Chief Business Officer since March 2016. Prior to joining Pliant, Mr. Hull held roles of increasing responsibility at Avalanche Biotechnologies, Inc., a biopharmaceutical company, from March 2011 until December 2015, including Vice President, Legal and Corporate Development, then Senior Vice President, Business Operations, and interim President, and then Chief Executive Officer. Prior to Avalanche, from May 2008 to December 2011, he served as a legal and business development consultant for life sciences companies, including Second Genome, a biotechnology company, and Aprecia Pharmaceuticals. Mr. Hull was also the Vice President and General Manager and then Chief Executive Officer of Orthobond Corporation, a medical device startup, from March 2005 to April 2008. Mr. Hull also had an earlier career as an intellectual property attorney at Heller Ehrman LLP and life science consultant at ZS Associates. He holds an A.B. in Chemistry from Princeton University and a J.D. from the University of California, Berkeley.

Éric Lefebvre, M.D., has served as our Chief Medical Officer since May 2018. Prior to joining us, Dr. Lefebvre served as the Vice President of Allergan plc, a global pharmaceutical company, from November 2016 until April 2018. Prior to Allergan, Dr. Lefebvre served as Chief Medical Officer of Tobira Therapeutics, Inc., a clinical-stage biopharmaceutical company, from January 2012 until November 2016. Dr. Lefebvre also led global clinical development and global medical affairs at Janssen Pharmaceuticals for 10 years prior to starting his pharmaceutical career at GlaxoSmithKline Canada. This was preceded by 15 years of providing primary care at Clinique Medicale L’Actuel in Montreal, Canada. Dr. Lefebvre has served as a member of the board of directors of CymaBay Therapeutics, a publicly traded biopharmaceutical company, since March 2022. He holds a B.S. in Health Sciences from Edouard-Montpetit College and an M.D. from the University of Montreal.

Mike Ouimette, J.D., has served as our General Counsel and Corporate Secretary since October 2020. Prior to joining us, Mr. Ouimette served at Portola Pharmaceuticals, a biopharmaceutical company developing product candidates for thrombosis and other hematologic diseases, from 2014 to 2020, most recently as its Vice President and Assistant Secretary, Legal. His prior roles include Senior Corporate Counsel and Assistant Secretary of Onyx Pharmaceuticals, and Partner at the law firm of Pillsbury Winthrop Shaw Pittman LLP. Mr. Ouimette received his J.D. from the University of California, Los Angeles School of Law, and A.B. from the University of California, Davis.

Lily Cheung has served as our Chief Human Resources Officer since January 2023. Prior to joining us, Ms. Cheung was the Vice President of Human Resources at Synthekine, a clinical-stage biotech company, from December 2021. Previously, she served as Vice President of Human Resources at Rigel Pharmaceuticals, a commercial biopharmaceutical company, from January 2020 until December 2021 and before that as Executive Director, HR Operations from May 2018 to January 2020. Prior to joining Rigel, she was with Actelion Pharmaceuticals, Inc. (now Janssen Pharmaceuticals, a Johnson & Johnson Company), where she held positions of increasing responsibilities since 2006, most recently as Senior Director Human Resources since 2015. Before Actelion, Ms. Cheung

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served six years at Covad Communications leading the HR Operations team. Ms. Cheung also held positions at National Semiconductor and UnitedHealthcare. She received her B.S. in Management from San Francisco State University.

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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:


•The nominee shall have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing.
•The nominee shall be highly accomplished in his or her respective field, with superior credentials and recognition.
•The nominee shall be well regarded in the community and shall have a long-term reputation for the high ethical and moral standards.
•The nominee shall have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards of directors on which such nominee may serve.
•To the extent such nominee serves or has previously served on other boards, the nominee shall have a demonstrated history of actively contributing at board meetings.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates. Any such proposals must be submitted to our Corporate Secretary at the address below no later than the close of business on the 90th day nor earlier than the 120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include the biographical, background, and other information required by our bylaws, including beneficial ownership and other contractual interests with respect to the Company. In addition to other information and materials required by our bylaws, the proposal must include a questionnaire with respect to the background and qualifications of the nominee, and a written representation and agreement, in each case, completed by the nominee in the form required by the Company. The stockholder giving notice must request these documents in writing from the Company prior to submitting notice, and the Corporate Secretary of the Company will provide these documents to the stockholder no later than ten (10) days after receiving such request. Stockholder proposals and requests for required documentation should be addressed to Pliant Therapeutics, Inc., 260 Littlefield Avenue, South San Francisco, CA 94080, Attention: Corporate Secretary. In addition to the information required above, the board of directors may request that any stockholder giving notice and any proposed nominee furnish such additional information as may be reasonably required by the board of directors and to submit to interviews with the board of directors or any committee thereof. Assuming that all required information and materials have 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

In accordance with applicable listing standards of Nasdaq Stock Market LLC (“Nasdaq”), our board of directors has determined that all members of the board of directors, except Dr. Coulie, are independent directors, including for purposes of the rules of Nasdaq and the SEC. Dr. Coulie is not an independent director under these rules because he is the President and Chief Executive Officer of the Company. Our board of directors additionally evaluates the members of our Audit Committee and Compensation Committee under the criteria described in Rule 10A-3 and 10C-1, respectively, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board Committees

Our board of directors has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Research and Development Committee. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates under a written charter. Each such committee reviews its respective

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charter at least annually. A current copy of the charter for each of our Committees is posted on the Investors & Media section of our website, https://ir.pliantrx.com/.

Audit Committee

Smital Shah, MBA, Darren Cline, MBA, Gayle Crowell and David Pyott, MA, MBA, currently serve on the Audit Committee, which is chaired by Ms. Shah. Our board of directors has determined that each of the members 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 each of Ms. Shah and Mr. Pyott as an “audit committee financial expert,” as defined under the applicable SEC rules. 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 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 material related person transactions for potential conflict of interest situations and approving such transactions; and
•at least annually, review and reassess the adequacy of the Audit Committee charter and recommend to the board of directors any amendments or modifications to the charter that the Audit Committee deems appropriate.

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

Suzanne Bruhn, Ph.D., John Curnutte, M.D., Ph.D., Thomas McCourt and David Pyott, MA, MBA, currently serve on the Compensation Committee, which is chaired by Dr. Bruhn. Our board of directors has determined that each of the members of the Compensation Committee is “independent” for Compensation Committee purposes, as that term is defined in the rules of the SEC and the applicable Nasdaq rules. The Compensation Committee’s responsibilities include:

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•establish a Company compensation philosophy and strategy that is aligned with the Company’s long-term interests and those of its stockholders;
•review on a periodic basis the operation of our executive compensation programs to determine whether they remain supportive of our business objectives;
•review the performance of our President and Chief Executive Officer and approve the compensation of our President and Chief Executive Officer;
•review the performance of our other executive officers and approve the compensation of our other executive officers;
•review and approve corporate performance goals and objectives;
•oversee and administer our compensation and similar plans;
•review and approve structures and guidelines for various incentive compensation and benefit plans;
•review and recommend to the board of directors the compensation of our outside directors;
•prepare the Compensation Committee Report and Compensation Discussion and Analysis to be included as part of our annual proxy statement or Annual Report on Form 10-K;
•review the results of any advisory stockholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes;
•oversee and monitor the Company’s strategies and policies related to human capital management, including with respect to policies on diversity and inclusion, workplace environment and safety, and corporate culture;
•review the Company’s executive compensation arrangements to evaluate whether incentive and other forms of compensation do not encourage inappropriate or excessive risk taking;
•review and approve the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters, which advisors assist our management, the Compensation Committee and our board of directors (as applicable) in reviewing and setting compensation for our directors and employees; and
•at least annually, review and reassess the adequacy of the Compensation Committee charter and recommend to the board of directors any amendments or modifications to the charter that the Compensation Committee deems appropriate.

Nominating and Corporate Governance Committee

Gayle Crowell, Suzanne Bruhn, Ph.D., Kate Knobil, M.D. and Hoyoung Huh, M.D., Ph.D. currently serve on the Nominating and Corporate Governance Committee, which is chaired by Ms. Crowell. 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. The Nominating and Corporate Governance Committee’s responsibilities include:

•recommend the nomination of qualified candidates to serve on the board of directors, including the nomination of current directors for re-election;

•establish criteria for membership of the board of directors and committees thereof;

•consider and assess the independence of directors and director candidates;

•review periodically the size of the board of directors;

•consider stockholder recommendations for director nominations and other proposals submitted by stockholders and establish procedures to facilitate stockholder communications with the board of directors;

•develop and maintain a set of corporate governance principles and policies;

•review, discuss and assess the performance of the board of directors, including committees;

•establish and oversee procedures for the receipt, retention and treatment of non-financial legal and compliance complaints received by the Company;

•keep apprised of legislative and regulatory developments and other important corporate governance issues and trends in corporate governance practices, including proxy advisory firm policies and recommendations and ESG matters, including associated risks;

•at least annually, review and reassess the adequacy of the Nominating and Corporate Governance Committee charter and recommend to the board of directors any amendments or modifications to the charter that the Committee deems appropriate.

The Nominating and Corporate Governance Committee considers candidates for board of director membership suggested by its members and the President and 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

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to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described above under the heading “Director Nomination Process” and 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 Nominating and Corporate Governance Committee recommends director candidates to the board of directors for approval and nominations are then made by the full board of directors. Members of the board of directors and management are requested to take part in the process as appropriate.

The Nominating and Corporate Governance Committee may identify candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. 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.

Although we do not have a formal policy with regard to the consideration of diversity in identifying director candidates, overall board diversity of industry background, race and gender is generally among the factors considered. Our priority in selection of board members is identification of members who will further the interests of our stockholders through consideration of a number of facts and circumstances, including among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the board of directors.

Based on the results of the evaluation process, the Nominating and Corporate Governance Committee 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.

Research and Development Committee

In addition to our three standing committees of the board of directors described above, we have also established a Research and Development Committee. John Curnutte, M.D., Ph.D. and Kate Knobil, M.D. serve on the Research and Development Committee, which is chaired by Dr. Knobil. The purpose of the Research and Development Committee is to assist us in evaluating research and development issues and decisions and to provide to the board of directors a detailed perspective on research and development efforts. The Research and Development Committee operates in an advisory capacity and the board of directors has not delegated any of its decision-making authority to this Committee.

Board and Committee Meetings Attendance

The full board of directors met 21 times during 2022. During 2022, the Audit Committee met five times, the Compensation Committee met nine times, and the Nominating and Corporate Governance Committee met six times.

During 2022, 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 was 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).

We encourage our directors to attend our annual stockholder meetings. Each member of our board of directors was in attendance at the 2022 Annual Meeting of Stockholders, which was held virtually.

Board Diversity Matrix

The table below provides information regarding certain diversity attributes of our Board members and nominees as of April 26, 2023, with categories as set forth by Nasdaq Listing Rule 5605(f).

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Board Diversity Matrix
Total Number of Directors: 10
	Female	Male
Gender Identity
Directors	4	6
Demographic Background
Asian	1	1
White	3	5

Policy on Trading, Pledging and Hedging of Company Stock

Our insider trading policy expressly prohibits our executive officers, directors and designated employees and consultants from engaging in certain prohibited transactions, including short sales, purchases or sales of derivative securities or hedging transactions, the use of our securities as collateral in a margin account, and pledging of our securities.

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 Investors & Media–Corporate Governance section of our website, which is located at https://pliantrx.com. 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.

Board Leadership Structure

Hoyoung Huh, M.D., Ph.D. is our Lead Director and Bernard Coulie, M.D., Ph.D. is our President and Chief Executive Officer, hence the roles of Lead Director or Chairman and the Chief Executive Officer and President are separated. We believe that separating these positions allows our Chief Executive Officer to focus on setting the overall strategic direction of the company, expanding the organization to deliver on our strategy and overseeing our day-to-day business, while allowing a lead director of the board to lead the board of directors in its fundamental role of providing strategic advice. 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 lead director, particularly as the board of directors’ oversight responsibilities continue to grow. While our bylaws and corporate governance guidelines do not require that our lead director 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.

The Board’s Role in Risk Oversight

Risk is inherent with 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 as more fully discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K. 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 the management of risks confronting the Company over the short term, intermediate term and long term. 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) regularly 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 chairperson of the relevant committee reports on substantive discussions or decisions to the full board of directors during the committee reports

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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.

Cybersecurity

We use security monitoring technologies to monitor and respond to cyber threats. We also regularly engage independent third-party security auditors to test our systems and controls against relevant security standards and regulations. Information security awareness training is mandatory for our employees. Our board of directors is briefed several times each year by management on cybersecurity matters and developments relevant to the Company.

Communication with the Directors of Pliant

Any interested party with concerns about our Company may report such concerns to the board of directors or the lead director 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 Pliant Therapeutics, Inc.

260 Littlefield Avenue

South San Francisco, CA 94080

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 the Company'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 the Company’s legal counsel, with independent advisors, with non-management directors, or with the Company’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 the Company 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. The Nominating and Corporate Governance Committee oversees the procedures for the receipt, retention, and treatment of non-financial legal and compliance complaints received by the Company and the confidential, anonymous submission by employees of concerns of this nature. The Company has also established a toll-free telephone number for the reporting of such activity, which is (855) 722-2298.

Board and Committee Evaluations

The Nominating and Corporate Governance Committee oversees the annual board and committee evaluation process. Generally, the board and each committee conduct self-evaluations through a variety of means, such as written questionnaires or interviews completed by each director and committee member. The anonymous responses are summarized and provided to the board and each committee at their next meetings in order to facilitate an examination and discussion by the board and each committee of the effectiveness of the board and committees, board and committee structure and dynamics, and areas for possible improvement. The Nominating and Corporate Governance Committee establishes the board and committee evaluation process each year. An independent third party assists in the evaluation process periodically.

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DIRECTOR COMPENSATION

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the fiscal year ended December 31, 2022. Dr. Coulie, who is our President and Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Dr. Coulie, as a named executive officer of our company, is presented in “Executive Compensation—2022 Summary Compensation Table”. Messrs. Cline and McCourt did not serve on our board of directors during 2022 and do not appear in this table.


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)	All Other Compensation ($)	Total ($)
Suzanne Bruhn, Ph.D.(2)	49,000	66,069	—	115,069
Gayle Crowell(3)	50,500	66,069	—	116,569
John Curnutte, M.D., Ph.D.(4)	48,000	66,069	—	114,069
Neil Exter, MBA(5)	35,109	66,069	—	101,178
Charles Homcy, M.D.(6)	19,500	—	—	19,500
Hoyoung Huh, M.D., Ph.D.(7)	69,000	66,069	—	135,069
Kate Knobil, M.D.(8)	11,446	502,500	—	513,946
David Pyott, MA, MBA (9)	47,500	66,069	—	113,569
Smital Shah, MBA(10)	50,000	66,069	—	116,069

(1)The amounts reported represent the aggregate grant date fair value of the stock option awards granted to the non-employee directors in the fiscal year ended December 31, 2022, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by the non-employee directors upon the exercise of the stock option awards or any sale of the underlying shares of common stock.

(2)As of December 31, 2022, Dr. Bruhn held options to purchase 49,348 shares of our common stock.

(3)As of December 31, 2022, Ms. Crowell held options to purchase 53,460 shares of our common stock.

(4)As of December 31, 2022, Dr. Curnutte held options to purchase 49,354 shares of our common stock.

(5)Mr. Exter resigned from the board of directors on November 16, 2022. Fees paid in cash were pro-rated to reflect partial year of service during 2022. As of December 31, 2022, Mr. Exter did not hold any outstanding stock options to purchase shares of our common stock.

(6)Dr. Homcy resigned from the board of directors on June 16, 2022. Fees paid in cash were pro-rated to reflect partial year of service during 2022. As of December 31, 2022, Dr. Homcy held options to purchase 65,042 shares of our common stock which remain outstanding and eligible to continue to vest pursuant to his continued service relationship with the Company as an advisor.

(7)As of December 31, 2022, Dr. Huh held options to purchase 28,286 shares of our common stock.

(8)Dr. Knobil joined the board of directors on September 14, 2022 and received her initial grant of stock options and pro-rated cash fees to reflect her partial-year of service. As of December 31, 2022, Dr. Knobil held options to purchase 30,000 shares of our common stock.

(9)As of December 31, 2022, Mr. Pyott held options to purchase 54,859 shares of our common stock.

(10)As of December 31, 2022, Ms. Shah held options to purchase 67,767 shares of our common stock.

Non-Employee Director Compensation Policy

Our board of directors has adopted a non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors will be eligible to receive cash retainers (which will be prorated for partial years of service) and equity awards as set forth below:

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Annual Retainer for Board Membership
Annual service on the board of directors	$	40,000
Additional retainer for annual service as non-executive chairperson or lead director of the board of directors	$	30,000
Additional Annual Retainer for Committee Membership
Annual service as audit committee chairperson	$	15,000
Annual service as member of the audit committee (other than chair)	$	7,500
Annual service as compensation committee chairperson	$	10,000
Annual service as member of the compensation committee (other than chair)	$	5,000
Annual service as nominating and corporate governance committee chairperson	$	8,000
Annual service as member of the nominating and corporate governance committee (other than chair)	$	4,000
Annual service as research and development committee chairperson	$	8,000
Annual service as member of the research and development committee (other than chair)	$	4,000

In addition, our policy provides that, upon initial election or appointment to our board of directors, each new non-employee director will be granted a one-time grant of a non-statutory stock option with a target grant date fair value of $500,000, based on the average closing market price calculated over a trailing 30-day period, to purchase shares of our common stock on the date of such director’s election or appointment to the board of directors, (the “Director Initial Grant”). The Director Initial Grant will vest in substantially equal monthly installments over three years. On the date of each annual meeting of stockholders of our company, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual award of a non-statutory stock option with a target grant date fair value of $250,000, based on the average closing market price calculated over a trailing 30-day period, to purchase shares of our common stock (the “Director Annual Grant”). The Director Annual Grant will vest in equal quarterly installments over one year and will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next annual meeting of stockholders. The Director Initial Grant and Director Annual Grant are subject to full acceleration of vesting upon the sale of our company.

The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year (with the value of equity compensation based on the grant date fair value thereof).

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.

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PROPOSAL NO. 2 – TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE RESOLUTION APPROVING NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14A of the Exchange Act, we are requesting stockholder approval, on a non-binding advisory basis, of the compensation of our named executive officers during 2022, as described in this proxy statement. This proposal, commonly known as a “say-on-pay” vote, gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program. In accordance with the preference of our stockholders expressed at our “say-on-frequency” vote conducted at our 2022 Annual Meeting of Stockholders, this vote is held on an annual basis. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officers and the compensation philosophy, policies and practices described in this proxy statement.

As discussed in further under the heading “Compensation Discussion and Analysis” in this proxy statement, the goals of our executive compensation program are to attract, engage, and retain executive officers who share our vision and are deeply connected to our mission. Our overall compensation philosophy is market-based and is designed to enable our executive officers to share with our stockholders in the Company’s long-term success. We strive to incentivize these executive officers to achieve our short-term and long-term business objectives in order to increase stockholder value over the long-term. Our program combines competitive fixed and variable cash compensation as well as time-vested and performance-vested equity award opportunities in the forms and proportions that we believe will motivate our executive officers to increase stockholder value over the long-term. Our compensation program is guided by the following principles:

1. A significant portion of total target compensation should be allocated to incentive-based compensation opportunities;

2. Incentive plan objectives should contribute to increased stockholder value; and

3. A significant portion of total compensation should be in the form of variable compensation.

The Compensation Committee conducts an annual competitive compensation study to guide decisions regarding total and individual compensation components and values. For details on our executive compensation program, we urge you to carefully read the Compensation Discussion and Analysis section of this proxy statement, the 2022 Summary Compensation Table, as well as the other related tables and disclosure.

Accordingly, we are asking our stockholders to approve the following resolution at the Annual Meeting:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis section, the 2022 Summary Compensation Table and the other related tables and disclosure.

Although this advisory vote is non-binding, our Board and Compensation Committee value the opinions of our stockholders and will consider the outcome of this say-on-pay vote when making future compensation decisions for our executive officers.

The board of directors recommends voting “FOR” Proposal No. 2 to approve, by non-binding advisory vote, the resolution approving named executive officer compensation.

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EXECUTIVE COMPENSATION

This section describes the compensation program for our Named Executive Officers. In particular, this section focuses on our 2022 executive compensation program and related decisions. As a smaller reporting company, we are not required to include a “Compensation Discussion and Analysis” and are permitted to exclude certain executive compensation tables from our disclosure. We have elected to include a Compensation Discussion and Analysis as well as additional tables under Item 402 on a voluntary basis. In addition, we are including Messrs. Hull and Ouimette as additional Named Executive Officers on a voluntary basis solely for purposes of this Proxy Statement.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation program for 2022 and our executive compensation philosophies and objectives.

Our named executive officers consist of our President and Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers serving in such roles as of December 31, 2022 (collectively, the “Named Executive Officers”). For 2022, our Named Executive Officers were:


Name						Position
Bernard Coulie, M.D., Ph.D.						President, Chief Executive Officer and Director
Keith Cummings, M.D., MBA						Chief Financial Officer
Hans Hull, J.D.						Chief Business Officer
Éric Lefebvre, M.D.						Chief Medical Officer
Mike Ouimette, J.D.						General Counsel & Corporate Secretary

Executive Summary

2022 was a transformative year for the Company as we executed on strategic objectives to advance and expand our portfolio of clinical and preclinical programs. Our key accomplishments during the year included:

•The Company announced positive data from INTEGRIS-IPF, a multinational, randomized, double-blind, placebo-controlled Phase 2a clinical trial of bexotegrast in patients with idiopathic pulmonary fibrosis (IPF). The trial met its primary and secondary endpoints demonstrating that bexotegrast was well tolerated over a 12-week treatment period and displayed a favorable pharmacokinetic profile. The trial’s exploratory efficacy endpoints assessing changes in forced vital capacity (FVC) and Quantitative Lung Fibrosis (QLF) imaging, demonstrated a dose-dependent treatment effect on FVC and QLF versus placebo over 12 weeks in bexotegrast treated patients.

•The Company successfully completed a $230 million public common stock follow-on offering, including full exercise of the underwriters’ option to purchase additional shares.

•The Company announced positive data from its bexotegrast Phase 1b proof-of-mechanism trial where bexotegrast demonstrated clear evidence of on-target biological activity in the lungs of healthy participants.

•The independent Data Safety Monitoring Board recommended the INTEGRIS-IPF Phase 2a trial continue without modification and proceed to evaluate dosing of bexotegrast at 320mg.

•The company reached multiple regulatory milestones including:

•The Company filed an Investigational New Drug application with the U.S. Food and Drug Administration (FDA) for PLN-101095, an oral, small molecule, dual selective inhibitor of integrins αvβ8 and αvβ1.

•The Company received Fast Track designation from the FDA for bexotegrast in IPF and primary sclerosing cholangitis (PSC), and Orphan Designation from the European Medicines Agency for bexotegrast in IPF.

In sum, the Company made progress across all key strategic objectives in 2022, particularly in the lead program for bexotegrast. These accomplishments were reflected by the stock performance of the Company, which returned significant value to stockholders during a year of general poor performance in the pre-commercial biotech industry.

Executive Compensation Philosophy

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The Compensation Committee of the Board (the “Committee”), which is responsible for overseeing the Company’s executive compensation program, believes that the Company’s executive compensation program should reward actions and behaviors that build a foundation for the long-term performance of the Company, while also rewarding achievement of short-term performance goals informed by the Company’s strategy. The goals of our executive compensation program are to attract, engage, and retain executive officers who share our vision and are deeply connected to our mission. Our overall compensation philosophy is market-based and enables our executive officers to share with our stockholders in the Company’s long-term success. We strive to incentivize these executive officers to achieve our short-term and long-term business objectives in order to increase stockholder value over the long-term. Our program combines competitive fixed and variable cash compensation as well as time-vested and performance-vested equity award opportunities in the forms and proportions that we believe will motivate our executive officers to increase stockholder value over the long-term. Our compensation program is guided by the following principles:

1. A significant portion of total target compensation should be allocated to incentive-based compensation opportunities;

2. Incentive plan objectives should contribute to increased stockholder value; and

3. A significant portion of total compensation should be in the form of variable compensation.

Based on our compensation philosophy, our performance-driven annual compensation program consists of three principal pay elements as outlined in the table below:


Pay Elements
	Base Salary	Annual Cash Incentive Awards	Equity Awards
Who Receives	All Named Executive Officers
When Granted	Annually
Form of Delivery	Cash		Stock options
Type of Performance	Short term emphasis		Long-term emphasis
Performance Period	N/A	1 year	4 year time-vesting
How Payout Determined	Committee determination	Based upon market data and established corporate objectives, as well as certain other qualitative factors considered by the Compensation Committee in its discretion.	Based upon stock price appreciation between grant and exercise
2022 Performance Measures	Individual	Clinical, operational and financial performance goals.	N/A

In addition to the principal pay elements described above, in 2022, the Committee approved an equity incentive program outside of the annual equity grant cycle designed to retain talent through key milestones. This program was delivered in the form of performance-based restricted stock units “Incentive Program PSUs”) for executive level employees, including each of the Named Executive Officers. The Incentive Program PSU grants to the Named Executive Officers are described in more detail below.

Key Compensation Policies and Practices

We are committed to having strong governance standards with respect to our executive compensation program, policies and practices. Consistent with this focus, we maintain the following policies and practices that we believe demonstrate our commitment to executive compensation best practices.

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What We Do:
✔			Pay-for-performance. A significant portion of the Named Executive Officers’ compensation is delivered in the form of variable compensation that is connected to our performance or stock price through stock option grants. For 2022, variable compensation comprised approximately 85% of the targeted annual direct compensation for Dr. Coulie and, on average, 70% of the targeted annual direct compensation for the other Named Executive Officers, in each case, excluding the Incentive Program PSUs.
✔			Linkage between quantitative performance measures and operating objectives. Performance measures for annual incentive compensation are linked to operating objectives informed by our business strategy and designed to create long-term stockholder value. In addition, the Incentive Program PSUs vest based on operational performance goals linked to our long-term strategy as well as our relative total shareholder return.
✔			“Double trigger” in the event of a change-in-control. For all of our Named Executive Officers, in the event of a change-in-control, equity awards will accelerate upon a “double trigger” – meaning that both a change in control and qualifying termination of employment must occur for automatic acceleration.
✔			Independent compensation consultant. The Committee retains its own compensation consultant to review the Company’s executive compensation program and practices.
✔			Annual risk assessment. Based on our annual risk assessment, we have concluded that our compensation program does not present a risk that is reasonably likely to have a material adverse effect on the Company.
✔			Annual peer group review. The Committee, with the assistance of its independent compensation consultant, annually reviews the composition of the peer group used to evaluate and assess the Company’s executive compensation program and makes adjustments to the composition of the group as it deems appropriate.
✔			Clawback policy. In 2022, the Committee adopted a compensation clawback policy allowing the Company to recover incentive compensation paid to certain officers (including the Named Executive Officers) in the event of certain financial statement restatements. We will revise this policy as necessary to comply with the final listing rules adopted by Nasdaq with respect to clawback policies.
What We Don't Do:
✘			No change-in-control tax gross-ups.
✘			No material perquisites.
✘			The Company does not maintain excessive severance benefits.
✘			The Company does not allow directors and key executives (including all Named Executive Officers) to hedge or pledge their Company securities.

Compensation of Named Executive Officers

Base Salary

Base salaries are benchmarked against our peer group and intended to provide a level of compensation sufficient to attract and retain an effective management team in the highly competitive biotechnology talent market, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our Named Executive Officers are designed to reflect each executive officer’s scope of responsibility and accountability with us and are adjusted annually after reviewing market data and individual performance.

The table below sets forth the 2021 and 2022 base salary level for each of our Named Executive Officers:


Named Executive Officer	2021 Annual Base Salary		2022 Annual Base Salary
Bernard Coulie, M.D., Ph.D.	$	556,200	$	586,800
Keith Cummings, M.D., MBA	$	401,700	$	427,200
Hans Hull, J.D.	$	385,700	$	407,000
Éric Lefebvre, M.D.	$	456,000	$	481,100
Mike Ouimette, J.D.	$	362,700	$	398,000

Annual Cash Incentives

During 2022, we provided our senior leadership team with annual cash incentive compensation through our cash bonus plan. Cash incentives hold executives accountable, rewards the executives based on actual business results and helps create a “pay for performance” culture. Our cash bonus plan provides cash incentive award opportunities for the achievement of performance goals

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established by the Committee at the beginning of the fiscal year. Payouts to participants vary based on performance as compared to the target performance goals recommended by the Committee and considered and approved by the Board, with such modifications as the Board determines to be appropriate. The Committee also retains discretion to adjust payouts for any factors it deems appropriate. For 2022, the target bonus opportunities for Dr. Coulie and our other Named Executive Officers under the cash bonus plan were unchanged from 2021, at 55% and 40%, respectively.

The Committee undertakes a rigorous review and analysis to establish performance goals under the cash bonus plan, with the performance goals linked to our operating strategy and key measures of the Company’s success in executing against its strategic operating plan. Consistent with the 2021 program design, for 2022, the Committee established performance goals relating to pre-clinical, clinical, regulatory and program-related metrics (weighted 75%, with the ability to earn an additional 20% of the bonus pool for clinical, program and regulatory metrics) and financial and operational metrics (weighted 25%, with the ability to earn an additional 10% of the bonus pool for the financial and operational metrics). Each goal category had a number of sub-goals, such as program, product and candidate advancement, with a total of twelve sub-goals having a target weighting ranging from 5% to 20%. The goals were designed to be challenging, but achievable with the coordinated, cross-functional focus and effort by the executive team. In determining 2022 performance, the Committee considered the Company’s achievement against the pre-established performance goals, clinical developments relating to certain of the Company’s products as well as the release of positive INTEGRIS-IPF data, strong enrollment performance and strong cash position. Based on the Company’s performance, the Committee approved a 130% bonus pool funding with respect to the 2022 cash bonus plan, with the ability to differentiate payouts on an individual basis based on qualitative assessment of individual performance.

The table below sets forth the target bonus opportunities for each of the Named Executive Officers (each expressed as a percentage of base salary and in dollars), as well as the actual bonus payment amount:


Named Executive Officer	Target Bonus (%)	Target Bonus ($)	Actual Payment ($)
Bernard Coulie, M.D., Ph.D.	55%	$322,740	$440,000
Keith Cummings, M.D., MBA	40%	$170,880	$222,144
Hans Hull, J.D.	40%	$162,800	$211,640
Éric Lefebvre, M.D.	40%	$192,440	$269,416
Mike Ouimette, J.D.	40%	$159,200	$191,040

Equity Incentive Program

To further align the interests of our executive officers with the interests of our stockholders and to further focus our executive officers on our long-term performance, we have historically granted equity compensation in the form of time-vested stock options. The 2022 equity grants were determined based on individual performance, input of the Committee’s independent compensation consultant, and the Committee’s review of the public company market data described below, with the general goal of aligning equity compensation between the 50th and 75th percentiles of the market data. In 2022, the Committee awarded the following stock option grants to the Named Executive Officers, with the stock options generally vesting in 48 monthly installments subject to the recipient’s continued service through each vesting date:


Named Executive Officer									Stock Options (#)
Bernard Coulie, M.D., Ph.D.									440,000
Keith Cummings, M.D., MBA									124,000
Hans Hull, J.D.									112,500
Éric Lefebvre, M.D.									140,000
Mike Ouimette, J.D.									87,000

Incentive Program PSUs

Beginning in early 2022, the Committee undertook a comprehensive review of the Company's compensation programs to evaluate whether they were sufficient to continue to retain and incentivize talent, considering the incredibly competitive market for Company talent at the time as well as guidance from the Committee's independent compensation consultant. As a result of such

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review, in July 2022, the Committee approved the Incentive Program PSUs outside of the annual grant cycle in order to support the retention of key talent through the achievement of key clinical milestones for the Company. Under this incentive program, each of the Named Executive Officers received performance-based restricted stock units, with the grants initially sized based on the 2022 annual grant value and then adjusted based on the criticality of the position and the recipient's compensation relative to the competitive market. The Committee elected to deliver the grant to the Named Executive Officers in the form of performance-based equity in order to incentivize performance with respect to key clinical objectives and other actions that would support the creation of stockholder value.

Under the terms of the Incentive Program PSUs, vesting is tied to clinical and relative total shareholder return (“TSR”) goals, with performance measured through the second quarter of 2024. The vesting of 50% of the Incentive Program PSUs is tied to the achievement of three operational performance goals relating to IPF. The operational goals were designed to be challenging but achievable with strong execution of the Company's clinical operating plan. In December 2022, the first operational goal relating to the progression of clinical trial in IPF was achieved and 50% of the operational goal PSUs vested. Vesting of the remaining 50% of the Incentive Program PSUs is tied to the Company's TSR relative to the Nasdaq Biotechnology Index, as follows:

Performance Level

Company TSR v. Nasdaq Biotechnology Index Comparator Group

Percentage of Award Vested*

Below Threshold

Below the 25th percentile

—

—%

Threshold

25th percentile

50%

Target

50th percentile

100%

Maximum

75th percentile and above

200%

*The vesting percentage will be determined using straight-line interpolation between performance levels. In the event the Company’s absolute total shareholder return is negative during the performance period, the Compensation Committee retained discretion to reduce the vesting percentage to no greater than target, as determined by the Compensation Committee to be appropriate.

Under the Incentive Program PSUs, the Named Executive Officers received the following target PSUs:


Named Executive Officer									Target PSUs (#)
Bernard Coulie, M.D., Ph.D.									275,000
Keith Cummings, M.D., MBA									77,500
Hans Hull, J.D.									70,313
Éric Lefebvre, M.D.									87,500
Mike Ouimette, J.D.									54,375

Other Elements of Our 2022 Executive Compensation Program

Severance Arrangements

The Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, annual incentive target, initial equity grants and, in some cases, severance entitlements. In addition, we maintain an Executive Severance Plan (the “Severance Plan”), in which our Named Executive Officers, and certain other executives, participate. The benefits provided in the Severance Plan replaced any severance for which our Named Executive Officers may be eligible under their existing offer letters or other agreements or arrangements, except to the extent such offer letters or other agreements, or arrangements provide for greater benefits.

The Severance Plan helps accomplish the Company’s compensation philosophy of attracting and retaining exemplary talent as it was designed to be aligned with competitive market practices. The Severance Plan reduces the need to negotiate individual severance arrangements with departing executives and protects our executives from termination for circumstances not of their doing. The Committee also believes the Severance Plan promotes management independence and helps retain, stabilize, and focus the executive officers in the event of a change-in-control.

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Please see the “Executive Compensation—Potential Payments Upon Termination or Change-in-Control” section of this Proxy Statement for further information regarding the Severance Plan, including the treatment of awards upon qualifying termination events or a change-in-control.

Other Benefits

Our Named Executive Officers participate in our corporate-wide benefit programs. Our Named Executive Officers are offered benefits that generally are commensurate with the benefits provided to all of our full-time employees, which includes participation in our qualified defined contribution plan. We do not provide perquisites, other than an annual home travel reimbursement, including associated tax reimbursement to Dr. Coulie which was provided as part of his initial employment agreement and relocation in 2015 (amounts reflected in the “All Other Compensation” column in the 2022 Summary Compensation Table below).

Clawback Policy

The Company maintains a clawback policy, which applies to individuals designated by the Board as executive officers for purposes of Section 16 of the Exchange Act as well as other key employees designated by the Committee. Our policy generally provides that, in the event that (i) an incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws and (ii) a lower incentive compensation payment or award would have been made to such officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results, then we will recover the full or partial portion of cash or equity-based incentive compensation received by such officer during the three fiscal years preceding the date on which we were required to prepare the restatement. Our policy is separate from and in addition to requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to our Chief Executive Officer and Chief Financial Officer. The Company continues to monitor this policy to ensure that it is consistent with applicable laws and will review and modify the policy as necessary to reflect the final Nasdaq listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

Policy on Trading, Pledging and Hedging of Company Stock

How We Make Executive Compensation Decisions

Role of the Board, Compensation Committee and our Executive Officers

The Committee determines the compensation of our Chief Executive Officer and each of our other executive officers and reports its decisions to the Board. In setting the compensation of our Chief Executive Officer, the Committee assesses and takes into account the Chief Executive Officer’s individual performance. In setting the compensation of our other executive officers, the Committee takes into account the Chief Executive Officer’s review of each executive officer’s performance and his recommendations with respect to their compensation. The Committee’s responsibilities regarding executive compensation are further described in the “Corporate Governance” section of this proxy statement.

Guidance from Independent Compensation Consultant

Aon is engaged at the sole discretion of the Committee to provide executive compensation consulting services. With respect to 2022, Aon provided services related to the review of 2022 compensation adjustments including a review of peer group compensation data, awards under our equity incentive program, the award levels and design of the Incentive Program PSUs, the setting of performance goals in our annual incentive plan, an analysis of the relationship between the Company’s pay and performance relative to peers, trends and tax and regulatory developments with respect to executive compensation, our compensation peer group, our non-employee director compensation program, and assistance with this Compensation Discussion and Analysis. Aon is retained by and reports to the Committee and, at the request of the Committee, participates in Committee meetings. Aon did not provide any services to the Company with respect to 2022 other than those provided to the Committee. The Committee reviewed the independence of Aon under Nasdaq and SEC rules and concluded that the work of Aon has not raised any conflict of interest.

Comparison to Relevant Peer Group

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To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Committee reviews market data for peer group companies. The Committee believes that our executive compensation peer group should reflect the markets in which the Company competes for business, executive talent and capital and selects companies based on the following peer selection criteria:

•Industry: Public U.S. Pre-Commercial Biopharma Organizations

•Company Profile: Predominantly in Phase II and Phase III Clinical Trials

•Market Capitalization: $250 million to $2.5-billion

•Number of employees: Fewer than 150

•Companies located in biotech talent hubs

In selecting companies for our peer group, the Committee considers recommendations from Aon. The Committee approved the peer group of companies set forth below to evaluate 2022 executive compensation decisions. This was the same peer group that was used to evaluate 2021 compensation decisions except for (i) the removal of Chiasma, Eidos Therapeutics and Principia Biopharma due to acquisition; (ii) Abeona Therapeutics, Adverum Biotechnologies, Calithera Biosciences, Corbus Pharmaceuticals, Odonate Therapeutics and Unity Biotechnology due to market capitalization considerations and (ii) the addition of 89bio, Aligos Therapeutics, Annexon, KalVista Pharmaceuticals, Poseida Therapeutics, Praxis Precision Medicines and Tarsus Pharmaceuticals due to market capitalization, company profile and geographic considerations.

1. 89bio

2. Aeglea BioTherapeutics

3. Aligos Therapeutics

4. Annexon

5. AVROBIO

6. Cortexyme

7. Crinetics Pharmaceuticals

8. CytomX Therapeutics

9. Dicerna Pharmaceuticals

10. Eiger BioPharmaceuticals

11. KalVista Pharmaceuticals

12. Kezar Life Sciences

13. Morphic

14. Poseida Therapeutics

15. Praxis Precision Medicines

16. Protagonist Therapeutics

17. Replimune Group

18. Rocket Pharmaceuticals

19. Scholar Rock

20. Tarsus Pharmaceuticals

For 2022, the Committee considered market pay practices to assess the overall competitiveness and reasonableness of the Company’s executive compensation program. While the Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on market practices. The Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with our management. Based upon this review and discussion, the Compensation Committee recommended to the board of directors that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Respectfully submitted by the Compensation Committee of the board of directors.

Suzanne Bruhn, Ph.D., Chairperson

John Curnutte, M.D., Ph.D.

Thomas McCourt

David Pyott, MA, MBA

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2022 Summary Compensation Table

The following table shows for the fiscal year ended December 31, 2022 and December 31, 2021 compensation awarded to or paid to or earned by our Named Executive Officers.


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)(2)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Bernard Coulie, M.D., Ph.D. President, Chief Executive Officer and Director	2022	586,800	6,424,000	3,444,100	440,000	32,815	10,927,715
	2021	556,200	—	4,301,775	321,206	42,172	5,221,353
Keith Cummings, M.D., MBA Chief Financial Officer	2022	427,200	1,810,400	970,610	222,144	13,000	3,443,354
	2021	401,700	—	1,277,627	192,816	11,600	1,883,743
Hans Hull, J.D. Chief Business Officer	2022	407,000	1,642,517	880,594	211,640	13,000	3,154,751
	2021	385,735	—	1,071,142	185,153	11,600	1,653,630
Éric Lefebvre, M.D. Chief Medical Officer	2022	481,100	2,044,000	1,095,850	269,416	12,971	3,903,337
	2021	455,981	—	1,260,420	246,230	11,600	1,974,231
Mike Ouimette, J.D. General Counsel and Corporate Secretary	2022	398,000	1,270,206	680,993	191,040	2,009	2,542,248
	2021	362,693	—	267,054	174,092	1,200	805,039

(1) The amounts shown represent performance-vested stock units granted under the 2020 Stock Option and Incentive Plan (the “2020 Plan”) to each of the Company’s Named Executive Officers. The shares subject to these performance-vested stock units vest based on the achievement of various operational and shareholder return goals and the Named Executive Officer’s continuous service on the applicable vesting date. The amounts included in the Stock Awards column for the performance-vested stock units are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the 2022 performance-vested stock units with vesting tied to the operational goals, the maximum value of the operational performance-vested stock units would be as follows: Dr. Coulie, $4,831,750; Dr. Cummings, $1,361,675; Mr. Hull, $1,235,382; Dr. Lefebvre, $1,537,375; and Mr. Ouimette, $955,351. Under FASB ASC Topic 718, the vesting condition related to the performance-vested stock units with vesting tied to total shareholder return is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the Named Executive Officers that could be calculated and disclosed based on achievement of the underlying market-based vesting condition. Please see “Compensation Discussion & Analysis - Compensation of Named Executive Officers – Performance-Vested Restricted Stock Units” for further information regarding these awards.

(2) Reflects the aggregate grant date fair value of the awards, computed in accordance with the FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the 2022 stock option awards and performance-vested stock unit awards reported in this column are set forth in note 10 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2022. The amounts reported in this column reflect the accounting cost for these stock option and performance-vested stock unit awards and do not correspond to the actual economic value that may be received by our Named Executive Officers upon the exercise of the stock option awards, the vesting of performance-vested stock units, or any sale of the underlying shares of common stock.

(3) For 2022, represents cash amounts earned by our Named Executive Officers under our annual cash incentive program, based on the Company’s achievement of certain corporate performance goals and the Named executive Officers’ individual performance.

(4) The amount reported for each Named Executive Officer represents the matching contributions made by the Company under its 401(k) plan during the year, and in the case of Dr. Coulie, the amount reported also includes personal travel reimbursements paid by the Company pursuant to his employment agreement.

Grants of Plan-Based Awards for Fiscal Year 2022

The following table shows for the fiscal year ended December 31, 2022 certain information regarding grants of plan-based awards to the Named Executive Officers:

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Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)		Estimated Possible Payouts Under Equity Incentive Plan Awards(2)			All Other Option Awards: Number of Securities Underlying Options (#)(3)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
		Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Bernard Coulie, M.D., Ph.D.
2022 Annual Cash Incentive	—	322,740	484,110	—	—	—	—	—	—
Stock Options	1/26/2022	—	—	—	—	—	440,000	11.86	3,444,100
PSU - Total Shareholder Return	7/28/2022	—	—	68,750	137,500	275,000	—	—	4,008,125
PSU - Operational Goals	7/28/2022	—	—	68,750	137,500	275,000	—	—	2,415,875
Keith Cummings, M.D., MBA
2022 Annual Cash Incentive	—	170,880	256,320	—	—	—	—	—	—
Stock Options	1/26/2022	—	—	—	—	—	124,000	11.86	970,610
PSU - Total Shareholder Return	7/28/2022	—	—	19,375	38,750	77,500	—	—	1,129,563
PSU - Operational Goals	7/28/2022	—	—	19,375	38,750	77,500	—	—	680,838
Hans Hull, J.D.
2022 Annual Cash Incentive	—	162,800	244,200	—	—	—	—	—	—
Stock Options	1/26/2022	—	—	—	—	—	112,500	11.86	880,594
PSU - Total Shareholder Return	7/28/2022	—	—	17,578	35,156	70,312	—	—	1,024,827
PSU - Operational Goals	7/28/2022	—	—	17,579	35,157	70,314	—	—	617,691
Éric Lefebvre, M.D.
2022 Annual Cash Incentive	—	192,440	288,660	—	—	—	—	—	—
Stock Options	1/26/2022	—	—	—	—	—	140,000	11.86	1,095,850
PSU - Total Shareholder Return	7/28/2022	—	—	21,875	43,750	87,500	—	—	1,275,313
PSU - Operational Goals	7/28/2022	—	—	21,875	43,750	87,500	—	—	768,688
Mike Ouimette, J.D.
2022 Annual Cash Incentive	—	159,200	238,800	—	—	—	—	—	—
Stock Options	1/26/2022	—	—	—	—	—	87,000	11.86	680,993
PSU - Total Shareholder Return	7/28/2022	—	—	13,594	27,187	54,374	—	—	792,530
PSU - Operational Goals	7/28/2022	—	—	13,594	27,188	54,376	—	—	477,676

(1) The amounts shown for the 2022 Annual Cash Incentives reflect estimated payouts for the fiscal year ended December 31, 2022 under the Company’s annual cash incentive program based on achievement of performance goals established by the Compensation Committee at the beginning of the fiscal year. Please see “Compensation Discussion & Analysis - Compensation of Named Executive Officers – Annual Cash Incentives” for further information regarding the 2022 annual cash incentives. There are no set thresholds (or equivalent items) with respect to payouts under the 2022 annual cash incentives. Maximum amounts represent the maximum payout level for the 2022 annual cash incentives, assuming all of the performance goals are achieved.

(2) The amounts shown represent performance-vested stock units granted under the 2020 Plan to each of the Named Executive Officers. The shares subject to these performance-vested stock units vest based on the achievement of various operational and shareholder return goals on or prior to June 30, 2024 in the case of the operational goals and through June 30, 2024 in the case of the total shareholder return goals and the Named Executive Officer’s continuous service on each applicable vesting date. Please see “Compensation Discussion & Analysis - Compensation of Named Executive Officers – Performance-Vested Restricted Stock Units” for further information regarding these awards.

(3) The amounts shown represent stock options granted under the 2020 Plan to each of the Named Executive Officers. The shares subject to these stock options vest in 1/48 installments on each monthly anniversary of January 1, 2022, subject to the Named Executive Officer’s continuous service on each such date. Please see “Compensation Discussion & Analysis - Compensation of Named Executive Officers – Equity Incentive Program” for further information regarding these awards.

(4) Reflects the aggregate grant date fair value of the awards, computed in accordance with the FASB ASC Topic 718, with the performance-vested stock units reported assuming the probable achievement of the underlying performance or market-based vesting condition. The assumptions used in calculating the grant date fair value of the 2022 stock option awards and performance-vested stock unit awards reported in this column are set forth in note 10 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2022. The amounts reported in this column reflect the accounting cost for these stock option and performance-vested stock unit awards and do not correspond to the actual economic value that may be received by our Named Executive Officers upon the exercise of the stock option awards, the vesting of performance-vested stock units, or any sale of the underlying shares of common stock.

2022 Outstanding Equity Awards at Fiscal Year-End

The following table shows for the fiscal year ended December 31, 2022, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

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		Option Awards(1)				Stock Awards(1)
Name	Vesting Commencement Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable(2)	Option Exercise Price ($)	Option Expiration Date	Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
Bernard Coulie, M.D., Ph.D.	1/24/2019	289,221	8,159	2.08	1/24/2029	—		—
	3/31/2020	258,808	117,915	6.22	3/31/2030	—		—
	1/1/2021	119,791	130,209	26.50	1/23/2031	—		—
	1/1/2022	100,833	339,167	11.86	1/26/2032	—		—
	7/28/2022	—	—	—	—	275,000	(3)	5,315,750
	7/28/2022	—	—	—	—	68,749	(4)	1,328,918
Keith Cummings, M.D., MBA	12/31/2018	146,097	—	2.08	1/24/2029	—		—
	3/31/2020	22,310	—	6.22	3/31/2030	—		—
	1/1/2021	35,578	—	26.50	1/23/2031	—		—
	1/1/2022	28,416	—	11.86	1/26/2032	—		—
	7/28/2022	—	—	—	—	77,500	(3)	1,498,075
	7/28/2022	—	—	—	—	19,375	(4)	374,519
Éric Lefebvre, M.D.	1/24/2019	61,626	13,388	2.08	1/24/2029	—		—
	3/31/2020	39,633	38,672	6.22	3/31/2030	—		—
	1/1/2021	35,098	95,584	26.50	1/23/2031	—		—
	1/1/2022	32,083		11.86	1/26/2032	—		—
	7/28/2022					87,500	(3)	1,691,375
	7/28/2022	—	—	—	—	21,874	(4)	422,824
Hans Hull, J.D.	3/1/2018	41,958	438	0.08	2/8/2028	—		—
	1/24/2019	12,541	—	2.08	1/24/2029	—		—
	3/31/2020	48,376	21,976	6.22	3/31/2030	—		—
	1/1/2021	29,828	32,422	26.50	1/23/2031	—		—
	1/1/2022	25,781	86,719	11.86	1/26/2032	—		—
	7/28/2022	—	—	—	—	70,312	(3)	1,359,131
	7/28/2022	—	—	—	—	17,578	(4)	339,783
Mike Ouimette, J.D.	10/1/2020	58,630	49,610	24.32	10/9/2030	—		—
	1/1/2021	7,436	8,084	26.50	1/23/2031	—		—
	1/1/2022	19,937	67,063	11.86	1/26/2032	—		—
	7/28/2022	—	—	—	—	54,374	(3)	1,051,049
	7/28/2022	—	—	—	—	13,593	(4)	262,753

(1) Each equity award is subject to the terms of our 2015 Equity Incentive Plan (the “2015 Plan”) or the 2020 Plan, as applicable, and certain acceleration of vesting provisions under the Executive Severance Plan (as well as the acceleration of vesting provisions described below).

(2) 1/48th of the shares vest and become exercisable on each monthly anniversary of the vesting commencement date while the Named Executive Officer is providing continuous service to the Company through each vesting date.

(3) The amounts shown represent performance-vested stock units that are scheduled to vest based on the Named Executive Officer’s continued service and the achievement of total shareholder return goals on or prior to June 30, 2024. In accordance with SEC disclosure rules, the performance-vested stock units are reported based on maximum achievement of the underlying performance goals.

(4) The amounts shown represent performance-vested stock units that are scheduled to vest based on the Named Executive Officer’s continued service and the achievement of various operational goals on or prior to June 30, 2024. In accordance with SEC disclosure rules, the performance-vested stock units are reported based on target level achievement of the underlying performance goals.

(5) Based on the closing price of a share of our common stock on December 30, 2022, which was $19.33.

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2022 Option Exercises And Stock Vested

The following table shows for the fiscal year ended December 31, 2022, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:


	Option Awards		Stock Awards
Name	Number of Shares Acquired On Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting(#)	Value Realized on Vesting($)
Bernard Coulie, M.D., Ph.D.	40,000	817,356	68,751	1,297,331
Keith Cummings, M.D., MBA	4,000	69,480	19,375	365,606
Éric Lefebvre, M.D.	—	—	21,876	412,800
Hans Hull, J.D.	—	—	17,578	331,697
Mike Ouimette, J.D.	—	—	13,594	256,519

Employment, Severance and Change of Control Agreements

Executive Severance Plan

In 2020, our board of directors adopted an Executive Severance Plan (the “Severance Plan”), in which our Named Executive Officers, and certain other executives, participate. The Severance Plan provides that upon a termination by us for any reason other than for “cause,” as defined in the Severance Plan, death or “disability,” as defined in the Severance Plan, outside of the change in control period (i.e., the period of one year after a “change in control,” as defined in the Severance Plan), an eligible participant will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company and continued compliance with all applicable restrictive covenants, (i) 12 months of “base salary” (i.e., the higher of the annual base salary in effect immediately prior to the date of termination or the annual base salary in effect for the year immediately prior to the year in which the date of termination occurs) for our Chief Executive Officer and nine months of base salary for the other Named Executive Officers, (ii) an amount equal to the Named Executive Officer’s target annual bonus in effect immediately prior to the date of termination, pro-rated for the number of days employed during the year of termination, and (iii) an amount equal to the monthly employer contribution, based on the premiums as of the date of termination, that we would have made to provide health insurance for the Named Executive Officer if he had remained employed by us for up to 12 months for our Chief Executive Officer and nine months for our other Named Executive Officers. The payments under (i), (ii) and (iii) will be paid in substantially equal installments in accordance with our payroll practice over 12 months for our Chief Executive Officer and nine months for our other Named Executive Officers.

The Severance Plan also provides that upon a (A) termination by us other than for cause, death or disability or (B) resignation for “good reason,” as defined in the Severance Plan, in each case within the change in control period, an eligible participant will be entitled to receive, in lieu of the payments and benefits above and subject to the execution and delivery of an effective release of claims in favor of the Company and continued compliance with all applicable restrictive covenants, (I) a lump sum amount equal to 150% of the base salary and 150% of the target annual bonus in effect immediately prior to the date of termination (or immediately prior to the change in control, if higher) for our Chief Executive Officer and 100% of the base salary and 100% of the target annual bonus in effect immediately prior to the date of termination (or immediately prior to the change in control, if higher) for our other Named Executive Officers (II) a lump sum amount equal to the monthly employer contribution, based on the premiums as of the date of termination, that we would have made to provide health insurance for the participant if the applicable Named Executive Officer had remained employed by us for 18 months for our Chief Executive Officer and 12 months for our other Named Executive Officers and (III) for all outstanding and unvested equity awards of the Company that are subject to time-based vesting held by the participant, full accelerated vesting of such awards; provided, that the performance conditions applicable to any outstanding and unvested equity awards subject to performance-based vesting will be deemed satisfied at the target level specified in the terms of the applicable award agreement except, that in the case of the 2022 performance-vested stock unit with vesting tied to total shareholder return, in the event of a change in control, vesting will be deemed achieved at the greater of (i) target and (ii) actual performance through the date of the change in control.

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The payments and benefits provided under the Severance Plan may subject an eligible participant, including the Named Executive Officers, to an excise tax under Section 4999 of the Code. If the payment or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the participant.

2022 Potential Payments Upon Change in Control and Termination Table

COC Qualifying Termination

The following table provides information on severance benefits that would have become payable under the Severance Plan if the Named Executive Officers were subject to a COC Qualifying Termination on December 31, 2022.


	Voluntary Termination for Good Reason or Involuntary Termination Without Cause within 18 months After a Change of Control
Name and Principal Position	Salary and Bonus ($)(1)	Health Care Benefits ($)(2)	Equity Acceleration ($)(3)	Total ($)(4)
Bernard Coulie, M.D., Ph.D.	1,364,310	18,462	10,312,016	11,694,788
Keith Cummings, M.D., MBA	598,080	25,970	2,606,323	3,230,373
Éric Lefebvre, M.D.	673,540	26,053	3,003,202	3,702,795
Hans Hull, J.D.	569,800	26,028	2,501,051	3,096,879
Mike Ouimette, J.D.	557,200	25,120	1,705,488	2,287,808

(1) Represents a lump sum amount equal to 150% of the base salary and 150% of the target annual bonus in effect immediately prior to the date of termination (or immediately prior to the change in control, if higher) for the Chief Executive Officer and 100% of the base salary and 100% of the target annual bonus in effect immediately prior to the date of termination (or immediately prior to the change in control, if higher) for the other Named Executive Officers.

(2) Represents a lump sum amount equal to the monthly employer contribution, based on the premiums as of the date of termination, that would have been made to provide health insurance for the participant if they had remained employed by the Company for 18 months for the Chief Executive Officer and 12 months for the other Named Executive Officers.

(3) Represents the (a) spread value of the outstanding unvested options with accelerated vesting benefits that were in the money on December 31, 2022, calculated based on the closing price of our common stock of $19.33 on December 30, 2022, the last trading day of fiscal 2022, over the exercise price of such unvested options subject to vesting acceleration; plus (b) the value of common stock received from accelerated vesting of performance-vested restricted stock units at 100% achievement of the operational performance measures, and 179% of the total stockholder return performance measure (based on achieving the 70% performance level relative to the Nasdaq Biotechnology Index between July 28, 2022 and December 31, 2022 at the Company’s closing stock price of $19.33 on December 30, 2022, the last trading day of fiscal 2022).

(4) The payments and benefits provided under the Severance Plan may subject an eligible participant, including the Named Executive Officers, to an excise tax under Section 4999 of the Code. If the payment or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the participant. The amounts reported in this table do not reflect the application of any reduction in payments or benefits.

Non-COC Qualifying Termination

The following table provides information on severance benefits that would have become payable under the existing Executive Severance Plan if the continuing Named Executive Officers were subject to a Non-COC Qualifying Termination on December 31, 2022.


	Voluntary Termination for Good Reason or Involuntary Termination Without Cause
Name and Principal Position	Salary and Bonus ($)(1)	Health Care Benefits ($)(2)	Total
Bernard Coulie, M.D., Ph.D.	909,540	12,308	921,848
Keith Cummings, M.D., MBA	491,280	19,478	510,758
Éric Lefebvre, M.D.	553,265	19,540	572,805
Hans Hull, J.D.	468,050	19,521	487,571
Mike Ouimette, J.D.	457,700	18,840	476,540

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(1) Represents (i) the lump sum cash severance benefit equal to 12 months of base salary for the President and Chief Executive Officer and nine months of base salary for the other Named Executive Officers, and (ii) the amount equal to the named executive officer’s target annual bonus in effect immediately prior to the date of termination.

(2) Represents the amount equal to the monthly employer contribution, based on the premiums as of the date of termination, that would have been made to provide health insurance for the named executive officer if he had remained employed for up to 12 months for the President and Chief Executive Officer and nine months for the other Named Executive Officers.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. Our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 regarding shares of common stock that may be issued under our equity compensation plans, consisting of our 2020 Stock Option and Incentive Plan, 2015 Equity Incentive Plan, 2020 Employee Stock Purchase Plan and 2022 Inducement Plan.


Plan Category	Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options	Weighted- Average Exercise Price of Outstanding Options		Number of Shares of Common Stock to be Issued Upon Vesting of Outstanding Awards	Number of Shares of Common Stock Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in The First Column)
Equity compensation plans approved by security holders(1)	5,569,567	$	13.34	1,039,723	3,825,953
Equity compensation plans not approved by security holders(2)	—	—		—	1,000,000
Total	5,569,567	$	13.34	1,039,723	4,825,953

(1)As of December 31, 2022, there were 2,937,769 shares available for grant under the 2020 Plan, no shares available for grant under the 2015 Plan, and 888,184 shares available for grant under the ESPP.

(2)As of December 31, 2022, there were 1,000,000 shares available for grant under the 2022 Inducement Plan.

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PAY VERSUS PERFORMANCE

Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO Named Executive Officers, as noted below. “Compensation Actually Paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the Named Executive Officer’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our Named Executive Officers, including with respect to our equity awards which remain subject to forfeiture if the vesting conditions are not satisfied. As permitted under the rules applicable to Smaller Reporting Companies, we are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K.


Fiscal Year(1)	Summary Compensation Table Total for PEO ($)(2)	Compensation Actually Paid to PEO ($)(3)	Average Summary Compensation Table Total for Non-PEO NEOs ($)(2)	Average Compensation Actually Paid to Non-PEO NEOs ($)(3)	Value of Initial Fixed $100 Investment based on: Total Shareholder Return(4)		Net Loss ($ million)
2022	10,958,287	18,443,985	3,260,923	5,132,310	$	90.75	123.3
2021	5,190,781	750,200	1,462,511	443,729	$	63.38	97.3

(1)Dr. Coulie served as the Company’s PEO for the entirety of 2022 and 2021 and the Company’s other Named Executive Officers for the applicable years were as follows:

–2022: Keith Cummings; Eric Lefebvre; Hans Hull; and Mike Ouimette.

–2021: Keith Cummings; Eric Lefebvre; Hans Hull; Mike Ouimette; and Barbara Howes.

(2)Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Dr. Coulie and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s Named Executive Officers reported for the applicable year other than Dr. Coulie.

(3)To calculate “Compensation Actually Paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Dr. Coulie and for the average of the other Named Executive Officers is set forth following the footnotes to this table.

(4)Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

Compensation Actually Paid Adjustments


	PEO
Fiscal Year	2021	2022
Summary Compensation Table Total (a)	5,190,781	10,958,287
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b)	(4,301,775)	(9,868,100)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (c)	1,409,305	13,645,339
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (d)	(2,917,409)	1,293,212
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e)	981,378	2,287,794
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f)	387,920	127,453
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g)	—	—
Compensation Actually Paid	750,200	18,443,985

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	NEOs
Fiscal Year	2021	2022
Summary Compensation Table Total (a)	1,462,511	3,260,923
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b)	(921,509)	(2,598,793)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (c)	253,982	3,593,528
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (d)	(473,474)	266,709
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e)	207,207	602,492
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f)	28,739	7,451
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g)	(113,727)	—
Compensation Actually Paid	443,729	5,132,310

(a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other Named Executive Officers, amounts shown represent averages.

(b)

SEC Form DEF 14A filed by Pliant Therapeutics Inc.