DEF 14A 1 nc10023007x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 under § 240.14a-12

TRICIDA, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

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TRICIDA, INC.

NOTICE OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 10, 2021

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2021 annual meeting of stockholders of Tricida, Inc., a Delaware corporation, will be held on June 10, 2021, at 7:30 a.m. Pacific Daylight Time in a virtual meeting format only at www.virtualshareholdermeeting.com/TCDA2021.

During the annual meeting, stockholders will be asked to consider the following matters, as more fully described in the proxy statement accompanying this notice:

1.	the election of the three Class III directors named in the proxy statement;

2.	a non-binding advisory vote to approve the Company’s executive compensation;

3.	the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

4.	to approve the option exchange program, as described in the attached proxy statement; and

5.	the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof.

Stockholders of record at the close of business on April 14, 2021 are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the meeting.

YOUR VOTE IS IMPORTANT.

You may cast your vote over the Internet, by telephone, or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the annual meeting and to vote your shares in person. Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the annual meeting, regardless of whether you plan to attend.

You can find detailed information regarding voting in the section entitled “General Information” on pages 1 through 4 of the accompanying proxy statement.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2021

The notice of the annual meeting, proxy statement and the Company’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2020, are available at www.proxyvote.com.

You will be asked to enter the 16-digit control number located on your proxy card or Notice of Internet

Availability of Proxy Materials to access the Company’s materials and vote through www.proxyvote.com.

			BY ORDER OF THE BOARD OF DIRECTORS

			Sincerely,


			Robert L. McKague Executive Vice President, General Counsel and Secretary of the Company

South San Francisco, California — April 23, 2021

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GENERAL INFORMATION			1
PROPOSAL ONE: ELECTION OF THREE CLASS III DIRECTORS			5
General			5
Information Regarding Nominees and Continuing Directors			5
Recommendation of Our Board of Directors			7
CORPORATE GOVERNANCE			8
Director Independence			8
Leadership Structure of the Board of Directors			8
Board of Directors’ Role in Risk Oversight			8
Evaluations of the Board of Directors			9
Meetings of the Board of Directors			9
Committees of the Board of Directors			9
Compensation Committee Interlocks and Insider Participation			11
Corporate Governance Guidelines			11
Code of Business Conduct and Ethics			11
Stock Ownership by Directors			11
Prohibition on Hedging and Pledging of Company Securities			11
Stockholder Communications			11
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			13
EXECUTIVE COMPENSATION			14
Compensation Committee Report			14
Compensation Discussion and Analysis			14
2020 Summary Compensation Table			21
2020 Grants of Plan-Based Awards Table			22
Outstanding Equity Awards at 2020 Fiscal Year-End			23
2020 Stock Option Exercises Table			24
2020 Potential Payments Upon a Termination or Change in Control			24
CEO Pay Ratio			25
DIRECTOR COMPENSATION			27
PROPOSAL TWO: NON-BINDING ADVISORY VOTE APPROVING THE COMPANY’S EXECUTIVE COMPENSATION			29
Recommendation of Our Board of Directors			30
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021			31
Principal Accountant Fees and Services			31
Determination of Independence			31
Pre-Approval Policy			31
Recommendation of Our Board of Directors and Audit Committee			32
Audit Committee Report			32
PROPOSAL FOUR: APPROVAL OF STOCK OPTION EXCHANGE PROGRAM			33
General			33
Rationale for Option Exchange			33
Alternatives Considered			35
Structure of the Option Exchange			35
Election to Participate			37
Impact of Option Exchange on Number of Options Issued			38
Effect on Stockholders			38
Accounting Impact			38
Material U.S. Federal Income Tax Consequences of the Option Exchange			38

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Financial Statements			39
Vote Required			39
Our Recommendation			39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			40
EQUITY COMPENSATION PLAN INFORMATION			43
ADDITIONAL INFORMATION			44
Stockholder Proposals and Nominations			44
Other Matters			44

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TRICIDA, INC.

7000 Shoreline Court

Suite 201

South San Francisco, CA 94080

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2021

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is furnished to stockholders of Tricida, Inc. (“we,” “us,” “our” or the “Company”), a Delaware corporation, in connection with the solicitation of proxies by our board of directors for use at our 2021 annual meeting of stockholders to be held on June 10, 2021, and at any adjournment or postponement thereof. The annual meeting will be held at 7:30 a.m. Pacific Daylight Time in a virtual meeting format only at www.virtualshareholdermeeting.com/TCDA2021.

As permitted by the rules of the Securities and Exchange Commission, or SEC, we are making this proxy statement and its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 available to our stockholders electronically via the Internet at www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card or Notice of Internet Availability of Proxy Materials (“Internet Notice”). On or about April 27, 2021, we mailed to our stockholders the Internet Notice, containing instructions on how to access this proxy statement and vote online or by telephone. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement.

Please note that references to our website herein do not constitute incorporation by reference of the information contained at or available through our website.

Why am I receiving these materials?

We are distributing our proxy materials because our board of directors is soliciting your proxy to vote at the annual meeting. This proxy statement summarizes the information you need to vote at the annual meeting. You do not need to attend the annual meeting to vote your shares.

Pursuant to SEC rules, we are providing access to our proxy materials via the Internet. Accordingly, we are sending an Internet Notice to all of our stockholders as of the record date. All stockholders may access our proxy materials on the website referred to in the Internet Notice. You may also request to receive a printed set of the proxy materials. You can find instructions regarding how to access our proxy materials via the Internet and how to request a printed copy in the Internet Notice. Additionally, by following the instructions in the Internet Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the annual meeting.

What proposals will be voted on at the annual meeting and how does the board of directors recommend that stockholders vote on the proposals?

The proposals to be voted on at the annual meeting and the board of directors recommendation on each proposal is set forth below:

•	“FOR” Proposal One – the Election of the Class III Directors Named in this Proxy Statement;

•	“FOR” Proposal Two – Non-Binding Advisory Vote Approving the Company’s Executive Compensation;

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•	“FOR” Proposal Three – Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2021; and

•	“FOR” Proposal Four – the Approval of our Stock Option Exchange Program.

We will also consider other business, if any, that properly comes before the annual meeting.

Who is entitled to vote?

The record date for the annual meeting is the close of business on April 14, 2021. As of the record date, 50,272,725 shares of our common stock, par value $0.001 per share, were outstanding. Only holders of record of our common stock as of the record date will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the record date.

What do I need for admission to the annual meeting?

Admittance is limited to stockholders of the Company. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TCDA2021. Such questions must be confined to matters properly before the Annual Meeting and of general company concern. You will also be able to vote your shares electronically at the Annual Meeting. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. We encourage you to access the meeting prior to the start time. Online access will open at 7:15 a.m. Pacific Daylight Time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual stockholder meeting login page www.virtualshareholdermeeting.com/TCDA2021.

How can I vote my shares without attending the annual meeting?

If you are a holder of record of shares of our common stock, you may direct your vote without attending the annual meeting by following the instructions on the Internet Notice or proxy card to vote by Internet or by telephone, or by signing, dating and mailing a proxy card.

If you hold your shares in street name via a broker, bank or other nominee, you may direct your vote without attending the annual meeting by signing, dating and mailing your voting instruction card. Internet or telephonic voting may also be available. Please see your voting instruction card provided by your broker, bank or other nominee for further details.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time before it is voted at the annual meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

•	delivering to us (Attention: Corporate Secretary) at the address on the first page of this proxy statement a written notice of revocation of your proxy;

•	delivering to us an authorized proxy bearing a later date (including a proxy over the Internet or by telephone); or

•	attending the annual meeting and voting your shares electronically.

Attendance at the annual meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee. Please note that if your shares are held of record by a bank, broker or other nominee, and you decide to attend and vote at the annual meeting, your vote at the annual meeting will not be effective unless you present a legal proxy, issued in your name from the record holder (your bank, broker or other nominee).

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What is a broker non-vote?

Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the annual meeting is the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal Three). The remaining proposals to be considered (Proposals One, Two and Four) are considered non-routine matters.

A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. If a broker, bank or other nominee exercise their discretionary voting authority on Proposal Three, such shares will be considered present at the annual meeting for quorum purposes and broker non-votes will occur as to Proposal One, Proposal Two and Proposal Four, or any other non-routine matters that are properly presented at the annual meeting. Broker non-votes will have no impact on the voting results.

What constitutes a quorum?

The presence at the annual meeting, either in person or by proxy, of holders of a majority of the aggregate number of shares of our issued and outstanding common stock entitled to vote thereat as of the record date shall constitute a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present at the annual meeting.

What vote is required to approve each matter to be considered at the annual meeting?

Election of Directors (Proposal One). Our bylaws provide for a plurality voting standard for the election of directors. The three directors receiving the highest number of “FOR” votes will be elected as Class III directors. An abstention or a broker non-vote on Proposal One will not have any effect on the election of directors.

Non-Binding Advisory Vote Approving the Company’s Executive Compensation (Proposal Two). The vote for Proposal Two will be decided by the affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the annual meeting. An abstention on Proposal Two will have the same effect as a vote “AGAINST” Proposal Two. A broker non-vote on Proposal Two will not have any effect on the voting results for Proposal Two. This is an advisory vote and is not binding on our board of directors. However, our compensation committee and our board of directors expect to take into account the outcome of the vote when considering future decisions regarding executive compensation.

Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021 (Proposal Three). The affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the annual meeting is required for the approval of Proposal Three. An abstention on Proposal Three will have the same effect as a vote “AGAINST” Proposal Three. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal Three.

Approval of Stock Option Exchange Program (Proposal Four). The affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the annual meeting is required for the approval of Proposal Four. An abstention on Proposal Four will have the same effect as a vote “AGAINST” Proposal Four. A broker non-vote on Proposal Four will not have any effect on the voting results for Proposal Four.

What is the deadline for submitting a proxy?

To ensure that proxies are received in time to be counted prior to the annual meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern Daylight Time on the day before the annual meeting, and proxies submitted by mail should be received by the close of business on the day prior to the date of the annual meeting.

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What does it mean if I receive more than one Internet Notice or proxy card?

If you hold your shares in more than one account, you will receive an Internet Notice or proxy card for each account. To ensure that all of your shares are voted, please complete, sign, date and return a proxy card for each account or use the Internet Notice or proxy card for each account to vote by Internet or by telephone. To ensure that all of your shares are represented at the annual meeting, we recommend that you vote every Internet Notice or proxy card that you receive.

How will my shares be voted if I return a blank proxy card or a blank voting instruction card?

If you are a holder of record of shares of our common stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations.

If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares:

•	will be counted as present for purposes of establishing a quorum;

•

will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal Three); and

•

will not be counted in connection with the election of three Class III directors (Proposal One); the non-binding advisory vote to approve the Company’s executive compensation (Proposal Two); the approval of the stock option exchange program (Proposal Four) or any other non-routine matters that are properly presented at the annual meeting. For each of these proposals, your shares will be treated as “broker non-votes.” A broker non-vote will have no impact on the voting results of Proposals One, Two or Four.

Our board of directors knows of no matter to be presented at the annual meeting other than the proposals described in this proxy statement. If any other matters properly come before the annual meeting upon which a vote properly may be taken, shares represented by all proxies received by us will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

Who is making this solicitation and who will pay the expenses?

This proxy solicitation is being made on behalf of our board of directors. All expenses of the solicitation, including the cost of preparing and mailing the Internet Notice or this proxy statement, will be borne by the Company. We have retained MacKenzie Partners, Inc., to assist in the solicitation of proxies at a cost that is not expected to exceed $6,500 plus reasonable out-of-pocket expenses.

Will a stockholder list be available for inspection?

In accordance with Delaware law, a list of stockholders entitled to vote at the annual meeting will be available on the annual meeting website and, for 10 days prior to the annual meeting, at Tricida, Inc., 7000 Shoreline Court, Suite 201, South San Francisco, CA 94080 between the hours of 8:00 a.m. and 5:00 p.m. Pacific Daylight Time.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC, called “householding.” Under this procedure, we send only one proxy statement and one annual report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural resources, and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge at www.proxyvote.com, by telephone at 1-800-579-1639 or by email at: sendmaterial@proxyvote.com. Similarly, you may also contact Broadridge if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.

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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL ONE:

ELECTION OF THREE CLASS III DIRECTORS

General

Our board of directors currently consists of seven directors, which are divided into three classes with staggered, three-year terms. Our bylaws provide that our board of directors will consist of not less than seven (7) and not more than twelve (12) directors. At the annual meeting, our stockholders will elect three Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2024. Each of our current directors continues to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Our board of directors nominated each of Ms. Kathryn Falberg, Dr. Gerrit Klaerner and Dr. Klaus Veitinger for election to our board of directors as Class III directors at the annual meeting. All three nominees currently serve on our board of directors and have consented to be named in this proxy statement. Each nominee has agreed to serve as a director, if elected, until the 2024 annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier resignation or removal.

Information Regarding Nominees and Continuing Directors

The following table sets forth information with respect to our directors, including the three nominees for election at the annual meeting:

Name	Age	Director Since	Board Committees
Class III Directors – Nominees for Election at the Annual Meeting
Ms. Kathryn Falberg	60	May 2018	Audit (Chair)
Dr. Gerrit Klaerner, Ph.D.	50	July 2013	—
Dr. Klaus Veitinger, M.D., Ph.D., M.B.A.	59	February 2014	Nominating and Corporate Governance (Chair)

Class I Directors – Term Expiring at the 2022 Annual Meeting
Dr. Sandra Coufal, M.D.	57	July 2013	Compensation
Dr. David Hirsch, M.D., Ph.D.	50	July 2016	Audit, Compensation

Class II Directors – Term Expiring at the 2023 Annual Meeting
Dr. Robert Alpern, M.D.	70	October 2013	Nominating and Corporate Governance
Dr. David Bonita, M.D.	45	January 2014	Audit, Compensation (Chair), Nominating and Corporate Governance

Additional biographical descriptions of the nominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our board of directors at this time.

Board Nominees — Class III Directors

Ms. Kathryn Falberg has served as a member of our board of directors since May 2018. From March 2012 to March 2014, Ms. Falberg served as the Executive Vice President and Chief Financial Officer of Jazz Pharmaceuticals plc. From December 2009 to March 2012, Ms. Falberg held the position of Senior Vice President and Chief Financial Officer of Jazz Pharmaceuticals plc. From 2001 through 2009, Ms. Falberg worked with a number of smaller companies while serving as a corporate director and audit committee chair for several companies. From 1995 to 2001, Ms. Falberg served various roles at Amgen Inc., including as Senior Vice President, Finance and Strategy, and Chief Financial Officer, and as Vice President, Chief Accounting Officer,

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and as Vice President, Treasurer. Ms. Falberg currently serves on the boards of public companies, including Arcus Biosciences, Inc., Nuvation Bio, Urogen Pharma Ltd., and The Trade Desk, Inc. Ms. Falberg previously served on the boards of directors of Aimmune Therapeutics, Axovant Sciences, Ltd., BioMarin Pharmaceutical Inc., Medivation Inc., Halozyme Therapeutics, Inc., aTyr Pharma, Inc., and multiple other companies. Ms. Falberg is an inactive certified public accountant. Ms. Falberg holds an M.B.A. in Finance and B.A. in Economics from the University of California, Los Angeles.

We believe Ms. Falberg is qualified to serve on our board of directors due to her extensive background in the life science industry and her leadership experience as a senior financial executive, director and audit committee member of various other companies in the life science industry.

Dr. Gerrit Klaerner, Ph.D., our founder, has served as a member of our board of directors since July 2013 and as our Chief Executive Officer and President since August 2013. Dr. Klaerner was a founder of Relypsa, Inc. and served as its President and as a member of its board of directors from October 2007 until June 2013. Dr. Klaerner co-founded Ilypsa, Inc. in 2003 and served as its Chief Business Officer and Senior Vice President from December 2006 until July 2007 and its Director of Technology Assessment and Business Development from January 2003 until December 2006. Dr. Klaerner served in Symyx Technologies, Inc. from October 1998 until January 2003 as Staff Scientist, Senior Staff Scientist and Director of Business Development. Dr. Klaerner received his Ph.D. in polymer and organic chemistry from the Max Planck Institute for Polymer Research in Mainz, Germany, his M.S. in Chemistry from the Philipps University of Marburg and completed post-doctoral research at Stanford University and the IBM Almaden Research Center.

We believe that Dr. Klaerner is qualified to serve as our President and Chief Executive Officer and on our board of directors due to his extensive experience in leadership and management roles at various life sciences companies.

Dr. Klaus R. Veitinger, M.D., Ph.D., M.B.A., has served as a member of our board of directors since February 2014 and as our Chairman of the Board since September 2015. Dr. Veitinger has served as a Venture Partner with OrbiMed Advisors LLC, an affiliate of one of our principal stockholders, since October 2007. Prior to OrbiMed Advisors, Dr. Veitinger was a Member of the Executive Board of Schwarz Pharma AG and the Chief Executive Officer of Schwarz Pharma, Inc. with responsibility for the U.S. and Asia businesses. Dr. Veitinger has served on the boards of public companies, including Intercept Pharmaceuticals, Inc. from August 2012 until July 2016 and Relypsa, Inc. from October 2010 until June 2015, and currently serves on the board of scPharmaceuticals, Inc. since November 2017. Dr. Veitinger currently serves on the boards of directors of the following private companies: Neurogastrx, Inc. and Promentis Pharmaceuticals, Inc. For seven years he was a Director of PhRMA. Dr. Veitinger received his M.D. and his Ph.D. from the University of Heidelberg. He earned his M.B.A. at INSEAD in France.

We believe that Dr. Veitinger is qualified to serve on our board of directors due to his management and investment experience in the life sciences sector and medical and scientific background.

Continuing Directors – Class I Directors

Dr. Sandra I. Coufal, M.D., has served as a member of our board of directors since July 2013 and as a member of our Scientific Advisory Board since August 2013. Dr. Coufal is a co-founder and has served as a co-manager of Sibling Capital Ventures LLC, an affiliate of one of our principal stockholders, since 2013. Dr. Coufal was a co-founder and a co-manager of Sibling Capital, LLC from 2012 to 2016. For the past 19 years, Dr. Coufal has been the Biomedical Advisor for the Genomics Institute of the Novartis Research Foundation. Dr. Coufal served as the Head of the Division of Internal Medicine at the Torrey Pines site of Scripps Clinic from 1997 until 1999, and was a member of the board of directors of Scripps Green Hospital from 1997 until 1999. Dr. Coufal founded and served on Relypsa, Inc.’s Scientific Advisory Board since 2007 and was a co-founder of Ilypsa’s Scientific Advisory Board. Dr. Coufal has served on the boards of directors of BioAesthetics Corporation and SafetySpot Inc. since February 2016 and March 2017, respectively. On a volunteer basis, Dr. Coufal has served on the Advisory Board of the New Orleans BioFund since 2017. She has also served in a volunteer capacity on the Advisory Board of The Vision of Children Foundation since 2017. Dr. Coufal has been a Member of the Advisory Board of the Rancho Santa Fe Women’s Fund since 2015, serving as its Advisory Chair from 2016-2018. Dr. Coufal served as Associate Faculty in the Division of Internal Medicine for the University of California, San Diego, unsalaried. She completed an internship and residency in Internal Medicine at the University of Texas Southwestern Medical School at Dallas. Dr. Coufal received her

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M.D. from the University of Texas Southwestern Medical School at Dallas and received her B.S. in Science Preprofessional Studies from the University of Notre Dame and was designated a Notre Dame Scholar.

We believe that Dr. Coufal is qualified to serve on our board of directors due to her experience as an investor in the life sciences industry and her extensive experience as a practicing physician.

Dr. David Hirsch, M.D., Ph.D., has served as a member of our board of directors since July 2016. Since 2007, Dr. Hirsch has served as a Founder and Managing Director at Longitude Capital Management, an affiliate of one of our principal stockholders, where he focuses on investments in biotechnology. From 2005 to 2006, Dr. Hirsch was Vice President of Pequot Ventures where he worked in the life sciences practice. Prior to Pequot Ventures, Dr. Hirsch was an Engagement Manager in the pharmaceutical practice of McKinsey & Co. Dr. Hirsch currently serves on the boards of directors of the following public companies: Molecular Templates, Inc., since 2017 and Poseida Therapeutics, Inc. since 2018. Dr. Hirsch also serves on the boards of directors of the following private companies: Amunix Pharmaceuticals and Rapid Micro Biosystems, Inc., and Dr. Hirsch previously served on the boards of directors of Inflazome, Ltd., Collegium Pharmaceutical, Inc., Civitas Therapeutics, Inc., Precision Therapeutics, Inc., Velicept Therapeutics, Inc., and Zavante Therapeutics, Inc. (acquired by Nabriva (NBVA)). Dr. Hirsch received his B.A. in Biology from The Johns Hopkins University, his M.D. from Harvard Medical School and his Ph.D. in Biology from the Massachusetts Institute of Technology.

We believe that Dr. Hirsch is qualified to serve on our board of directors due to his perspective and experience as an investor and board member in the life sciences industry, as well as his strong medical and scientific background.

Continuing Directors – Class II Directors

Dr. Robert J. Alpern, M.D., has served as a member of our board of directors since October 2013 and as chairman of our Scientific Advisory Board from October 2013 through May 2018. Dr. Alpern has served as Ensign Professor of Medicine (Nephrology) and Cellular and Molecular Physiology and as Professor of Internal Medicine and Cellular and Molecular Physiology since February 2020. Dr. Alpern previously served as the Ensign Professor of Medicine (Nephrology) and Professor of Internal Medicine at Yale University and as Dean of Yale School of Medicine from June 2004 until January 2020. He served as a Member of the Scientific Advisory Board at Relypsa, Inc. from 2007 until 2014 and Ilypsa, Inc. from 2004 until 2007. From July 1998 until May 2004, Dr. Alpern was the Dean of The University of Texas Southwestern Medical School. Dr. Alpern has served as a director of AbbVie Inc. since January 2013, Abbott Laboratories since October 2008 and served on the board of trustees of Yale-New Haven Hospital from October 2005 until January 2020. Dr. Alpern was on the leadership committee of the American Society of Nephrology and served as its president. Dr. Alpern has held or been awarded field-specific journal editorial board and fellowship positions, leadership positions in advisory councils and associations, and teaching awards. Dr. Alpern received his M.D. from the University of Chicago Pritzker School of Medicine and his B.A. in Chemistry from Northwestern University.

We believe that Dr. Alpern is qualified to serve on our board of directors due to his extensive background in medicine and his experience as a board member in the life sciences industry.

Dr. David Bonita, M.D., has served as a member of our board of directors since January 2014. Dr. Bonita is a member of OrbiMed Advisors LLC, an investment firm. Dr. Bonita currently serves on the boards of directors of Acutus Medical Inc., IMARA Inc., Prelude Therapeutics, Inc., and Repare Therapeutics Inc., as well as several private companies. Dr. Bonita also previously served on the boards of directors of Clementia Pharmaceuticals Inc., Loxo Oncology, Inc., SI-BONE, Inc., and ViewRay Inc. Prior to OrbiMed, Dr. Bonita worked as a corporate finance analyst in the healthcare investment banking groups of Morgan Stanley and UBS. He has published scientific articles in peer-reviewed journals based on signal transduction research performed at Harvard Medical School. He received his B.A. in biology from Harvard University and his joint M.D./M.B.A. from Columbia University

We believe that Dr. Bonita is qualified to serve on our board of directors based on his roles on several public and private boards of directors as well as his extensive experience in investing in healthcare companies.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE THREE CLASS III BOARD NOMINEES NAMED ABOVE.

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CORPORATE GOVERNANCE

Director Independence

Nasdaq rules require that independent directors comprise a majority of a listed company’s board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and corporate governance and nominating committees be independent. Our board of directors has determined that Dr. Klaus Veitinger, Dr. Robert Alpern, Dr. David Bonita, Dr. Sandra Coufal, Ms. Kathryn Falberg and Dr. David Hirsch qualify as “independent” directors in accordance with the Nasdaq listing requirements. Dr. Gerrit Klaerner is not independent due to his role as Chief Executive Officer and President of the Company. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

Leadership Structure of the Board of Directors

Our amended and restated bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Dr. Klaus Veitinger currently serves as our Chairman of the Board.

As a general policy, our board of directors believes that separation of the positions of Chairman of the Board and Chief Executive Officer reinforces the independence of our board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our board of directors as a whole. As such, Dr. Gerrit Klaerner serves as our Chief Executive Officer and President while Dr. Klaus Veitinger serves as our Chairman of the Board but is not an officer of our Company. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors continues to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Board of Directors’ Role in Risk Oversight

Our board of directors takes an enterprise-wide approach to risk management that seeks to complement our organizational objectives, strategic objectives, long-term organizational performance and the overall enhancement of stockholder value. Our board of directors assesses and considers the risks we face on an ongoing basis, including risks that are associated with our financial position, our competitive position and the impact of our operations on our cost structure. In addition, our board of directors reviews and assesses information regarding cybersecurity risks with management, including regular cybersecurity updates on cyber-attacks; Company-wide cyber awareness training targeting 12 training modules annually and internal phish testing, the results of which are generally reported to the audit committee; and an annual cybersecurity audit including internal and external penetration testing performed by a third party in the fourth quarter of each year. Our board of directors’ approach to risk management includes understanding the risks we face, analyzing them with the latest information available and determining the steps that should be taken to manage those risks, with a view toward the appropriate level of risk for a company of our size and financial condition.

Certain committees of our board of directors actively manage risk within their given purview and authority. Our audit committee has the responsibility for overseeing our major financial, legal, and regulatory risk exposures, which span a variety of areas including litigation, regulatory compliance, reputational and policy matters, financial reporting and cybersecurity. Our audit committee also oversees the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk and related compliance efforts. Our compensation committee evaluates risks arising from compensation policies

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and practices. Our nominating and corporate governance committee evaluates risks arising from our corporate governance practices. Each of our committees provides reports to the full board of directors regarding these and other matters.

Evaluations of the Board of Directors

The board of directors evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by the nominating and corporate governance committee. The board of directors discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the board of directors or any committee thereof or of the directors.

Meetings of the Board of Directors

Our board of directors held 9 meetings during the year ended December 31, 2020. During 2020, each person currently serving as a director attended at least 80% of the aggregate of the total number of meetings of the board of directors and each committee of which he or she was a member. Each director is also encouraged and expected to attend the Company’s annual meeting. All of our directors attended the 2020 annual meeting of stockholders.

Committees of the Board of Directors

Our board of directors has established three standing committees: audit committee, compensation committee and nominating and corporate governance committee. Each committee operates pursuant to a written charter that has been approved by our board of directors. A copy of the current charter for each of the audit committee, compensation committee and nominating and corporate governance committee is available on our website at www.tricida.com by selecting the “Investors” link and then the “Governance” link. The audit committee met 4 times in 2020, the compensation committee met 5 times in 2020 and the nominating and corporate governance committee met once in 2020.

Committee Composition

Audit Committee

Our board of directors has an audit committee and our board of directors has adopted an audit committee charter, which defines the audit committee’s principal functions, including oversight related to:

•	our accounting and financial reporting process;

•	appointing our independent registered public accounting firm;

•	evaluating the independent registered public accounting firm's qualifications, independence and performance;

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•	the compensation, retention, oversight of the work of, and termination of the independent public accounting firm;

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

•	pre-approving all audit and permitted non-audit and tax services to be provided.

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

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

•	overseeing our risk assessment and risk management process with respect to financial reporting, trading in our securities, fraud healthcare compliance, privacy and cyber-security; and

•	reviewing our critical accounting policies and estimates.

All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our board of directors has determined that Ms. Falberg is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC and Nasdaq, members of the audit committee must also meet heightened independence standards. Our board of directors has determined that each of Dr. Bonita, Dr. Hirsch and Ms. Falberg are independent under these heightened audit committee independence standards. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

Compensation Committee

Our board of directors has a compensation committee and our board of directors has adopted a compensation committee charter, which defines the compensation committee’s principal functions, including recommending policies relating to compensation and benefits of our directors, officers and employees. Among other matters, the compensation committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer, evaluate the performance of our Chief Executive Officer in light of those goals and objectives and approves the compensation of the Chief Executive Officer based on such evaluations. The compensation committee also recommends to our board of directors the issuance of stock options and other awards under our stock plans. Each of the members of our compensation committee has been determined to be independent under the applicable rules and regulations of Nasdaq, after considering the additional factors relevant to the independence of compensation committee members under the applicable standards of the SEC and Nasdaq, and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. The compensation committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate.

Nominating and Corporate Governance Committee

Our board of directors has a nominating and corporate governance committee and our board of directors has adopted a nominating and corporate governance committee charter. The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of our board of directors and any of its committees. Among other matters, the nominating and corporate governance committee is responsible for developing and monitoring compliance with our corporate governance guidelines and reporting and making recommendations to our board of directors concerning governance matters. The nominating and corporate governance committee oversees the annual board evaluation process. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

In the process of identifying, screening and recommending director candidates to the full board of directors, the nominating and corporate governance committee takes into consideration the needs of the board of directors

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and the qualifications of the candidates, such as general understanding of various business disciplines (e.g., marketing, finance, etc.), the Company’s business environment, educational and professional background, analytical ability, independence, diversity of experience and viewpoints, and willingness to devote adequate time to board of directors duties. The board of directors evaluates each individual in the context of the board of directors as a whole with the objective of retaining a group that is best equipped to help ensure that the long-term interests of the stockholders are served. While the Company does not have a formal policy on diversity for members of the board of directors, the nominating and corporate governance committee values the need for diversity of director skills and viewpoints when considering new candidates. The nominating and corporate governance committee will consider director candidates recommended by stockholders on the same basis that it evaluates other nominees for director.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2020, none of the members of our compensation committee has, at any time, been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers on our board of directors or compensation committee.

Corporate Governance Guidelines

The board of directors has adopted our Corporate Governance Guidelines which provide the framework for our corporate governance along with our amended and restated certificate of incorporation, amended and restated bylaws, committee charters and other key governance practices and policies. Our Corporate Governance Guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria, and board committee composition. The Corporate Governance Guidelines are available on our website at www.tricida.com by selecting the “Investors” link and then the “Governance” link.

Code of Business Conduct and Ethics

The board of directors has adopted our Code of Business Conduct and Ethics which applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Business Conduct and Ethics is available on our website at www.tricida.com by selecting the “Investors” link and then the “Governance” link. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Stock Ownership by Directors

The board of directors believes that an ownership stake in the Company strengthens the alignment of interests between directors and stockholders. Accordingly, each director is required to own common stock (or equivalents) having a value of at least three times the annual retainer fee, within three years of becoming a director. In the event the annual retainer fee is increased, directors will have one year to meet the new ownership guidelines. The board of directors will evaluate whether exceptions should be made for any director on whom these guidelines would impose a financial hardship. All of the directors currently comply with these guidelines.

Prohibition on Hedging and Pledging of Company Securities

The Company has a policy that prohibits officers, directors and employees from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers, directors and employees of the Company are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with our board of directors or any individual director may send written communications to our board of directors or such director c/o Corporate Secretary, Tricida, Inc., 7000 Shoreline Court, Suite 201, South San Francisco, CA 94080. The communication

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must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such communications to the appropriate director or directors, or committee of our board of directors, based on the subject matter.

Delinquent Section 16(a) Reports

Pursuant to Section 16 of the Securities Exchange Act of 1934, executive officers, directors, and holders of more than 10% of the Company’s common stock are required to file reports of their trading in Company equity securities with the SEC. Based solely on a review of the copies of such reports received by the Company, or written representations from certain reporting persons, the Company believes that all filings required to be made by its reporting persons complied with all applicable Section 16 filing requirements during the last fiscal year with one exception: a Form 4 reporting a December 11, 2020 acquisition of common stock by Robert McKague was filed on December 23, 2020.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Our audit committee is responsible for reviewing and approving, prior to our entry into any such transaction, all related person transactions. In addition, our Code of Business Conduct and Ethics requires that our officers and employees avoid taking for themselves personally opportunities that are discovered through the use of our property, information or position or use of our property, information or position for personal gain.

A related person transaction includes transactions in which:

•	we have been or are to be a participant;

•	the amounts involved exceeded or will exceed $120,000; and

•	any of our directors, executive officers or holders of more than five percent (5%) of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

A related person transaction does not include the compensation arrangements with our directors and executive officers that are described elsewhere in this proxy statement. There have not been any related person transactions since January 1, 2020.

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EXECUTIVE COMPENSATION

Compensation Committee Report

The following report of the compensation committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

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, 2020.

Respectfully submitted by the compensation committee of the board of directors.

Dr. David Bonita, M.D., Chair

Dr. Sandra I. Coufal, M.D.

Dr. David Hirsch, M.D., Ph.D.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations concerning matters that are not historical facts. Words such as “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “may,” “will,” “could,” “should,” “would,” and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements related to risks associated with our compensation programs. Readers are cautioned that these forward-looking statements are based on current expectation and are subject to risks, uncertainties, and assumptions that are difficult to predict. We undertake no obligation to revise or update any forward-looking statements for any reason.

This Compensation Discussion and Analysis provides an overview of our executive compensation program for 2020 and our executive compensation philosophies and objectives.

Our named executive officers consist of our Chief Executive Officer, our Chief Financial Officer, our three other most highly compensated executive officers serving in such roles as of December 31, 2020 and one former executive officer of the Company who separated from the Company during 2020 (collectively, the “Named Executive Officers”). For 2020, our Named Executive Officers were:

Name			Title
Gerrit Klaerner, Ph.D.			President and Chief Executive Officer
Geoffrey M. Parker			Executive Vice President, Chief Financial Officer
Dawn Parsell, Ph.D.			Executive Vice President, Clinical Development
Robert McKague			Executive Vice President, General Counsel & Chief Compliance Officer
Wilhelm Stahl, Ph.D.			Executive Vice President, Chief Technology Officer
Susannah Cantrell, Ph.D.⁽¹⁾			Former Executive Vice President, Chief Commercial Officer

(1)	Dr. Cantrell's employment with the Company terminated as of October 30, 2020.

Executive Summary

Our current executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain and reward executive officers who contribute to our long-term success. We seek to accomplish this goal in a way that is aligned with the long-term interests of our stockholders. Our strategy has been to design the Company’s compensation programs to drive alignment of all

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employees, including our Named Executive Officers. We believe that this approach recognizes that, as a Company, we are all one team with one mission. We believe our executive compensation program effectively aligns the interests of our Named Executive Officers with our objective of creating sustainable long-term value for our stockholders.

2020 Highlights

During 2020, our strategic priorities were impacted by the COVID-19 pandemic and the FDA’s decision to issue a Complete Response Letter, or CRL, for the New Drug Application, or NDA, for our sole drug product candidate, veverimer, which resulted in a delay in expected approval and commercialization. As such, we were unable to fully execute on our strategic priorities. However, we believe that we have made significant progress on several fronts. Highlights from 2020 include:

•	Following the receipt of the CRL, we have made progress with the FDA to understand the deficiencies identified in the CRL and determine a possible path forward for the resubmission of the NDA for veverimer;

•

We laid a strong foundation for the commercial launch of veverimer through an expanded disease education and awareness program, sponsorship of Continuing Medical Education, or CME, programs and over 20 presentations or publications of new data on veverimer, metabolic acidosis, health and economic impacts of metabolic acidosis or the link between metabolic acidosis and CKD progression, and met with 126 payers representing approximately 310 million lives;

•	As of December 31, 2020, the VALOR-CKD trial had randomized 1,363 of 1,600 subjects with an average treatment duration of approximately one year and has accrued 57 of the 511 required subjects with positively adjudicated primary endpoint events;

•

Continued execution on our global IP strategy, resulting in the allowance of a U.S. patent application that, upon issuance in 2021 extended protection for veverimer to 2038 in the U.S., and the issuance of an additional 126 patents in 47 different countries, including Australia, China, Israel, Japan, Russia and numerous European and European extension states; and

•	In order to secure additional capital to fund operations, in May 2020, we issued $200.0 million aggregate principal amount of 3.50% convertible senior notes due 2027, or Convertible Senior Notes, pursuant to which we pay interest semiannually in arrears at a rate of 3.50% per year.

Due to the delay in regulatory approval and commercialization of veverimer, on September 10, 2020, the compensation committee of the board of directors, or Committee, approved the Tricida, Inc. 2020 Reduction in Force Severance Benefit Plan, or 2020 Restructuring Plan. On September 18, 2020, the Company implemented a restructuring under the 2020 Restructuring Plan to streamline the organization and preserve capital that included the elimination of approximately 21.5% of the Company's workforce and other cost reductions. Following the completion of the Company’s End-of-Review Type A meeting with the FDA, on October 25, 2020, the Company's Board of Directors approved and on October 28, 2020, the Company implemented a restructuring under the 2020 Restructuring Plan, or Fourth Quarter 2020 Restructuring, to reduce operating costs and better align its workforce with the needs of its business. Under the Fourth Quarter 2020 Restructuring, the Company reduced its workforce by approximately 60.0% and achieved other cost reductions.

The compensation paid or awarded to our executive officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year as well as our historical compensation practices. In the case of new hire executive officers, their compensation is primarily determined based on the negotiations of the parties as well as our historical compensation practices. In setting compensation, the Committee also considers the competitive market, as discussed further below, and seeks to recognize and reward high performers through meaningful merit adjustments and bonus and equity incentive opportunities. As in prior years, for 2020, the material elements of our executive compensation program were base salary, a cash incentive opportunity and equity-based compensation in the form of stock options. In addition, in September 2020, the Committee approved a retention program in order to motivate employees and to minimize employee departures during the critical 2020 - 2021 time period for achieving resubmission and approval of the Company’s NDA for veverimer and commercial launch. Each continuing employee of the

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Company, including the Named Executive Officers, participated in the retention program. The retention program applicable to the Named Executive Officers was delivered in the form of performance-based stock options, performance-based cash awards and time-based restricted stock units, or RSUs.

Our Executive Compensation Practices

The Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Committee believes reinforces our executive compensation objectives:

•	A significant percentage of target annual compensation delivered in the form of variable compensation tied to performance and/or stock price appreciation.

•	Our Committee performs a market comparison of executive compensation against a relevant peer group.

•	Our Committee retains an independent compensation consultant reporting directly to the Committee and providing no other services to the Company.

•	We do not have tax gross-ups for compensation received in connection with a change in control.

•	We do not have executive perquisites.

•	We do not have excessive severance benefits.

•	We do not allow repricing of underwater stock options under our current equity incentive plan without stockholder approval.

2020 Say-On-Pay Vote

The Company received approximately 99.7% support for its “say on pay” vote at the Company’s 2020 annual meeting of stockholders. After considering these results, the Committee determined that the Company’s executive compensation philosophy, compensation objectives, and compensation elements continued to be appropriate and did not make any specific changes to the Company’s executive compensation program in response to the 2020 “say on pay” vote.

Compensation of Named Executive Officers

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, 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. In 2020, the Committee adjusted annual base salary levels based on a review of market data and individual performance. Mr. McKague’s base salary was determined when he joined the Company based on a review of market data as well as the Company’s historical compensation practices.

The table below sets forth the 2019 and 2020 base salary level for each of our Named Executive Officers:

Named Executive Officer	2019 Annualized Base Salary	2020 Annualized Base Salary
Gerrit Klaerner, Ph.D.	$587,600	$600,000
Geoffrey M. Parker	427,232	437,912
Dawn Parsell, Ph.D.	420,000	436,800
Robert McKague⁽¹⁾	N/A	400,000
Wilhelm Stahl, Ph.D.	417,768	417,768
Susannah Cantrell, Ph.D.⁽²⁾	400,000	418,000

(1)	Mr. McKague joined the Company in March 2020. The amount reported for 2020 reflects his annualized base salary and has not been adjusted to reflect his partial year of service.

(2)	Dr. Cantrell’s employment with the Company terminated in October 2020. The amount reported for 2020 reflects her annualized base salary and has not been adjusted to reflect her partial year of service.

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Cash Incentives

During 2020, we provided our senior leadership team with short-term incentive compensation through our cash bonus plan, the Tricida, Inc. Annual Incentive Plan, or the AIP. Cash incentives hold executives accountable, rewards the executives based on actual business results and helps create a “pay for performance” culture. Our AIP provides cash incentive award opportunities for the achievement of performance goals 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 established by the Committee. The Committee also retains discretion to reduce payouts for any factors it deems appropriate.

The table below sets forth the 2019 and 2020 target bonus opportunities for each of our Named Executive Officers under the AIP:

Named Executive Officer			2019 Target Bonus Opportunities			2020 Target Bonus Opportunities

SEC Form DEF 14A filed by Tricida, Inc.