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


SCHEDULE 14A


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

Filed by the Registrantý x

Filed by a Party other than the Registranto

Check the appropriate box:

o

Preliminary Proxy Statement

o

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

ýx

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12


Trovagene,
Cardiff Oncology, 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):

ýx

No fee required.

o

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:

o

Fee paid previously with preliminary materials.

o

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)

(1)

Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:


Trovagene,


Cardiff Oncology, Inc.
11055 Flintkote Avenue Suite B
San Diego, CaliforniaCA 92121


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 17, 2016

June 20, 2024


Dear Stockholder:


We are pleased to invite you to attend the annual meeting of stockholders (the "Annual Meeting"“Annual Meeting”) of Trovagene,Cardiff Oncology, Inc. ("Trovagene"(“Cardiff” or the "Company"“Company”), which will be held on Tuesday, May 17, 2016June 20, 2024 at 9:00 a.m. Pacific Daylight Timelocal time at our offices, located at 11120 Roselle Street,11055 Flintkote Avenue, San Diego, CaliforniaCA 92121, for the following purposes:


1. To elect six (6)seven (7) members to our Board of Directors;


2. To ratify the appointment of BDO USA, LLPP.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2016;

        3.     To approve, on an advisory basis, the compensation of the Company's named executive officers;

        4.     To2024;


3.To consider and act upon a proposal to approve an amendment to the Company's 2014Company’s 2021 Equity Incentive Plan (the "2014 Plan"“2021 Plan”) to increase the number of shares issuable thereunder to 7,500,0008,150,000 shares from 5,000,0005,150,000 shares;

4. To approve, on an advisory basis, the compensation of the Company’s named executive officers; and


5. To transact such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.

        Trovagene's


Cardiff Oncology's Board of Directors has fixed the close of business on March 21, 2016April 22, 2024 as the record date for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.



If You Plan to Attend


Please note that space limitations make it necessary to limit attendance of the Annual Meeting to our stockholders. Registration and seating will begin at 8:0030 a.m. Shares of common stock can be voted at the Annual Meeting only if the holder thereof is present in person or by valid proxy.


For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver'sdriver’s license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. If you do not plan on attending the Annual Meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided. Even if you do plan to attend the Annual Meeting, we recommend that you vote your shares at your earliest convenience in order to ensure your representation at the Annual Meeting. Your vote is very important.


If you have any questions or need assistance voting your shares, please call Alliance Advisors, LLC at:


Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003

North American Toll Free Phone:
1-(855)-928-4484

Email: CRDF@allianceadvisors.com
Call Collect Outside North America: +1 (209) 692-6141


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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Tuesday, May 17, 2016June 20, 2024 at 9:00 a.m. local time at 11120 Roselle Street,11055 Flintkote Avenue, San Diego, CaliforniaCA 92121.


The proxy statement and annual report to stockholders are available at
http:
https://www.pstvote.com/trovagene2016.

annualgeneralmeetings.com/crdf2024.


By the Order of the Board of Directors



/s/ THOMAS H. ADAMS
Thomas H. Adams,Dr. Rodney S. Markin MD, Ph.D.
Chief Executive Officer and
Dr. Rodney S. Markin MD, Ph.D.
Chairman of the Board of Directors

Dated: March 30, 2016


Dated: April 25, 2024

Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save TrovageneCardiff Oncology the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!




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TROVAGENE, INC.
Contents



Cardiff Oncology, Inc.
11055 FLINTKOTE AVENUE SUITE B
SAN DIEGO, CALIFORNIACA 92121


PROXY STATEMENT FOR THE
2016
2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MAY 17, 2016

JUNE 20, 2024


The Board of Directors (the "Board"“Board”) of Trovagene,Cardiff Oncology, Inc. ("Trovagene"(“Cardiff” or the "Company"“Company”) is soliciting your proxy to vote at the Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) to be held at our offices, located at 11120 Roselle Street,11055 Flintkote Avenue, San Diego, CaliforniaCA 92121, on Tuesday, May 17, 2016,June 20, 2024, at 9:00 a.m. Pacific Daylight Time,local time, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card if you received paper copies of the proxy materials, or follow the instructions below to submit your proxy over the Internet.


In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"“SEC”), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares of our common stock are held in the name of a broker, bank or other agent (i.e., in "street name"“street name”). Accordingly, a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) will be mailed on or about March 30, 2016May 10, 2024 to our beneficial owners and stockholders of record who owned our common stock at the close of business on March 21, 2016.April 22, 2024. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request that a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.



QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING


Why did I Receive a Notice of Internet Availability of Proxy Materials in the Mail instead of a Full Set of Proxy Materials?


We are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to our stockholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet free of charge or to request a paper copy may be found in the Notice. Our stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder'sstockholder’s election to receive proxy materials by mail or electronically will remain in effect until the stockholder changes the stockholder'sstockholder’s election.


What Does it Mean if I Receive More than One Notice?


If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.


How do I attend the Annual Meeting?


The Annual Meeting will be held on Tuesday, May 17, 2016,June 20, 2024, at 9:00 a.m. Pacific Daylight Timelocal time at our offices, located at 11120 Roselle Street,11055 Flintkote Avenue, San Diego, CaliforniaCA 92121. Directions to the Annual Meeting may be found at the back of this Proxy Statement. Information on how to vote in person at the Annual Meeting is discussed below.



Who May Attend the Annual Meeting?

Only record holders and beneficial owners of our common stock, or their duly authorized proxies, may attend the Annual Meeting. If your shares of common stock are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date.

Who is Entitled to Vote?


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The Board has fixed the close of business on March 21, 2016April 22, 2024 as the record date (the "Record Date"“Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. On the Record Date, there were 29,782,81044,710,391 shares of common stock outstanding. Each share of common stock represents one vote that may be voted on each proposal that may come before the Annual Meeting.


What is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)?


If your shares are registered in your name with our transfer agent, PhiladelphiaPacific Stock Transfer Inc.,Company, you are the "record holder"“record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.


If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the "beneficial owner"“beneficial owner” of those shares held in "street“street name."” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

What is the Difference Between the Trovagene Securities that are Traded Under the NASDAQ Trading Symbols "TROV," "TROVU" and "TROVW" and How is Each Voted?

        Our common stock is listed and trades on the NASDAQ Capital Market under the symbol "TROV." The units of securities we sold in our public offering that was closed on June 4, 2012 are listed and trade on the NASDAQ Capital Market under the symbol "TROVU." Each unit consists of two shares of our common stock and one warrant to purchase one share of common stock. A holder of units has one vote for each of the two shares in the unit. The warrants we sold in the public offering are listed and trade on the NASDAQ Capital Market under the symbol "TROVW." The holders of warrants do not have voting rights.

Who May Attend the Annual Meeting?

        Only record holders and beneficial owners of our common stock, or their duly authorized proxies, may attend the Annual Meeting. If your shares of common stock are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date.


What am I Voting on?


There are four (4) matters scheduled for a vote:


1. To elect six (6)seven (7) members to our Board of Directors;


2. To ratify the appointment of BDO USA, LLPP.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2016;

2024;


3. To consider and act upon a proposal to approve an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares issuable thereunder to 8,150,000 shares from 5,150,000 shares; and

4. To approve, on an advisory basis, the compensation of the Company's named executive officers; and

        4.     To consider and act upon a proposal to approve an amendment to the Company's 2014 Equity Incentive Plan (the "2014 Plan") to increase the number of shares issuable thereunder to 7,500,000 shares from 5,000,000 shares.

officers.


What if another matter is properly brought before the Annual Meeting?


The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.


How Do I Vote?


Stockholders of Record


For your convenience, record holders of our common stock have three methods of voting:


1. Vote by Internet.    Internet. The website address for Internet voting is on your vote instruction form.

proxy card.


2. Vote by mail.    mail. Mark, date, sign and promptly mail the enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).


3. Vote in person.    person. Attend and vote at the Annual Meeting.


Beneficial Owners of Shares Held in Street Name


For your convenience, beneficial owners of our common stock have three methods of voting:


1. Vote by Internet.    Internet. The website address for Internet voting is on your vote instruction form.


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2. Vote by mail.    mail. Mark, date, sign and promptly mail your vote instruction form (a postage-paid envelope is provided for mailing in the United States).


3. Vote in person.    person. Obtain a valid legal proxy from the organization that holds your shares and attend and vote at the Annual Meeting.


If you vote by Internet, please DO NOT mail your proxy card.


All shares entitled to vote and represented by a properly completed and executed proxy received before the Annual Meeting and not revoked will be voted at the Annual Meeting as instructed in a proxy delivered before the Annual Meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your properly completed and executed proxy will be voted as the Board recommends on each of the enumerated proposals, with regard to any other matters that may be properly presented at the Annual Meeting and on all matters incident to the conduct of the Annual Meeting. If you are a registered stockholder and attend the Annual Meeting, you may deliver your completed proxy card in person. If you are a street name stockholder and wish to vote at the Annual Meeting, you will need to obtain a proxy form from the institution that holds your shares. All votes will be tabulated by the inspector of elections appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.


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


How Many Votes do I Have?


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



Is My Vote Confidential?


Yes, your vote is confidential. Only the inspector of elections, individuals who help with processing and counting your votes and persons who need access for legal reasons will have access to your vote. This information will not be disclosed, except as required by law.


What Constitutes a Quorum?


To carry on business at the Annual Meeting, we must have a quorum. A quorum is present when a majority of the shares entitled to vote as of the Record Date, are represented in person or by proxy. Thus, 14,891,40622,355,196 shares must be represented in person or by proxy to have a quorum at the Annual Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. Shares owned by us are not considered outstanding or considered to be present at the Annual Meeting. If there is not a quorum at the Annual Meeting, either the chairperson of the Annual Meeting or our stockholders entitled to vote at the Annual Meeting may adjourn the Annual Meeting.


How Will my Shares be Voted if I Give No Specific Instruction?


We must vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction but has authorized us generally to vote the shares, they will be voted as follows:


1. "For"“FOR” the election of each of the six (6)seven (7) members to our Board of Directors;


2. "For"“FOR” the ratification of the appointment of BDO USA, LLPP.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2016;

2024;


3. "For"“FOR” the amendment to the Company's 2014Company’s 2021 Omnibus Equity Incentive Plan (the "2014 Plan"“2021 Plan”) to increase the number of shares issuable thereunder to 7,500,0008,150,000 shares from 5,000,0005,150,000 shares; and


4. "For" the“FOR” approval, on an advisory basis, of ourthe compensation of the Company’s named executive officer compensation.

officers.


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This authorization would exist, for example, if a stockholder of record merely signs, dates and returns the proxy card but does not indicate how its shares are to be voted on one or more proposals. If other matters properly come before the Annual Meeting and you do not provide specific voting instructions, your shares will be voted at the discretion of the proxies.


If your shares are held in street name, see "What“What is a Broker Non-Vote?"Non-Vote?” below regarding the ability of banks, brokers and other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion.


How are Votes Counted?


Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of directors, "For," "Withhold"“FOR,” “WITHHOLD” and broker non-votes; and, with respect to the other proposals, votes "For" and "Against," abstentions“FOR,” “AGAINST,” “ABSTAIN,” and broker non-votes. Broker non-votes will not be included in the tabulation of the voting results of any of the proposals and, therefore, will have no effect on such proposals.


What is a Broker Non-Vote?


If your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you sign your proxy card but do not provide instructions on how your broker should vote on "routine"“routine” proposals, (discussed in the next question), your broker will vote your


shares as recommended by the Board. If you do not provide voting instructions, your shares will not be voted on any "non-routine"“non-routine” proposals. This vote is called a "broker“broker non-vote."” Because broker non-votes are not considered under Delaware law to be entitled to vote at the Annual Meeting, broker non-votes will not be included in the tabulation of the voting results of any of the proposals and, therefore, will have no effect on these proposals.


Brokers cannot use discretionary authority to vote shares on the election of directors if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.

Which Proposals are Considered "Routine" or "Non-Routine"?

        Proposal 2, the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016, is considered a "routine" proposal. All of the other proposals to be voted upon at the Annual Meeting are considered "non-routine", and if you do not provide voting instructions, your shares will be treated as broker non-votes and, therefore, will have no effect on such proposals.


What is an Abstention?


An abstention is a stockholder'sstockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted as shares present and entitled to vote at the Annual Meeting. OurHowever, our By-Laws provide that an action of our stockholders (other than the election of directors) is only approved if a majority of the number of shares of stock present and entitled to vote present thereat vote in favor of such action. Therefore, abstentions will have the same effect as a vote "against" Proposal 2, the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016, "against" Proposal 3, the approval of an amendment to our 2014 Equity Incentive Plan to increase the number of shares issuable thereunder to 7,500,000 shares from 5,000,000 shares, and "against" Proposal 4, the approval, on an advisory basis, of the compensation of our named executive officers.


How Many Votes are Needed for Each Proposal to Pass?

ProposalVote Required
Proposal
Vote RequiredBroker
Discretionary
Vote Allowed

Election of each of the six (6)seven (7) members to our Board of Directors

Plurality of the votes cast (the sixseven directors receiving the most "For"“FOR” votes)No. Our Board of Directors, acting through the Corporate Governance/Nominating Committee, will make a determination whether or not to request the resignation of an incumbent director who failed to receive a majority of the vote cast. We will publicly disclose our Board of Directors' decision and reasoning.

Ratification of the Appointment of BDO USA, LLPP.C. as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2016

2024

A majority of the votes entitled to vote thereon and present at the Annual Meeting

Yes

Approval of an amendment to the Company's 2014Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares issuable thereunder to 7,500,0008,150,000 shares from 5,000,0005,150,000 shares

A majority of the votes entitled to vote thereon and present at the Annual Meeting

No

Approval, on an advisory basis, of the compensation of the Company'sCompany’s named executive officers

A majority of the votes entitled to vote thereon and present at the Annual Meeting

No



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What Are the Voting Procedures?


In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. With regard to other proposals, you may vote in favor of or against the proposal, or you may abstain from voting on the proposal. You should specify your respective choices on the accompanying proxy card or your vote instruction form.


Is My Proxy Revocable?


You may revoke your proxy and reclaim your right to vote at any time before your proxy is voted by giving written notice to the Secretary of Trovagene,Cardiff Oncology, by delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person at the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Trovagene,Cardiff Oncology, Inc., 11055 Flintkote Avenue, Suite B, San Diego, CaliforniaCA 92121, Attention: Secretary, or by facsimile at 858-952-7571. Your most current proxy card or Internet proxy is the one that will be counted.


Who is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?


All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in forwarding solicitation materials.

We have retained Alliance Advisors, LLC as our strategic shareholder advisor and proxy solicitation agent in connection with the solicitation of proxies for the Meeting. If you have any questions or require any assistance with completing your proxy, please contact Alliance Advisors by telephone (toll-free within North America) at 1-(855)-928-4484 or (call collect outside North America) at +1 (209)-692-6141 or by email at CRDF@allianceadvisors.com.


Do I Have Dissenters'Dissenters’ Rights of Appraisal?

        Trovagene


Our stockholders do not have appraisal rights under Delaware law or under Trovagene'sour governing documents with respect to the matters to be voted upon at the Annual Meeting.


How can I Find out the Results of the Voting at the Annual Meeting?


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



When are Stockholder Proposals Due for the 20172025 Annual Meeting?


Any appropriate proposal submitted by a stockholder and intended to be presented at the 20172025 Annual Meeting of Stockholders (the "2017“2025 Annual Meeting"Meeting”) must be submitted in writing to the Company'sour Secretary at 11055 Flintkote Avenue, Suite B, San Diego, CaliforniaCA 92121, and received no later than November 30, 2016,December 28, 2024, to be includable in the Company'sour proxy statement and related proxy for the 20172025 Annual Meeting. However, if the date of the 20172025 Annual Meeting is convened more than 30 days before, or delayed by more than 30 days after, May 17, 2017,June 20, 2025, to be considered for inclusion in proxy materials for our 20172025 Annual Meeting, a stockholder proposal must be submitted in writing to the Company'sour Secretary at 11055 Flintkote Avenue, Suite B, San Diego, CaliforniaCA 92121, a reasonable time before we begin to print and send our proxy materials for the 20172025 Annual Meeting. A stockholder proposal will need to comply with the SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Although the Board will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to vote against, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.


If you wish to submit a proposal that is not to be included in the proxy materials for the 20172025 Annual Meeting, your proposal must be submitted in writing to the Company'sour Secretary at 11055 Flintkote Avenue, Suite B, San Diego, CaliforniaCA 92121 by February 13, 2017.December 28,
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2024. However, if the date of the 20172025 Annual Meeting is convened more than 30 days before, or delayed by more than 30 days after, May 17, 2017,June 20, 2025, to be brought before our 20172025 Annual Meeting, a stockholder proposal must be submitted in writing to the Company'sCompany’s Secretary at 11055 Flintkote Avenue, Suite B, San Diego, CaliforniaCA 92121, a reasonable time before we begin to print and send our proxy materials for the 20172025 Annual Meeting.


Do the Company'sCompany’s Officers and Directors have an Interest in Any of the Matters to Be Acted Upon at the Annual Meeting?


Members of the Board have an interest in Proposal 1, the election to the Board of the sixseven (7) director nominees set forth herein, as each of the nominees is currently a member of the Board.herein. Members of the Board and executive officers of TrovageneCardiff Oncology do not have any interest in Proposal 2, the ratification of the appointment of our independent registered public accounting firm. The executive officers of Trovagene have an interest in Proposal 3, to the extent that the Board will consider the results of the non-binding advisory vote with respect to making determinations about named executive officers' compensation. Additionally, membersMembers of the Board and the executive officers of TrovageneCardiff Oncology are eligible to receive awards under the terms of the 2014 Equity Incentive2021 Plan, and they therefore have a substantialan interest in Proposal 4.



PROPOSAL 1

ELECTION OF DIRECTORS

        At the Annual Meeting, the stockholders will elect six directors to hold office until the 2017 annual meeting of stockholders. Directors are elected by a plurality of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of the Annual Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size3. Members of the Board will be reducedand executive officers of Cardiff Oncology do have an interest in accordance withProposal 4, to the By-Lawsextent such proposal is on a non-binding advisory basis.


CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE

We are committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of the Company.company. Our Corporate Governance Guidelines are available without charge on the investor relations section of our website at www.cardiffoncology.com.

Board Composition and Leadership Structure

    The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected. Antonius Schuh was terminated as CEOpositions of the Company on March 28, 2016 for cause and has not been re-nominated for election to the Board.

        Assuming a quorum is present, the six nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company for the ensuing year. Unless marked otherwise, proxies received will be voted "FOR" the election of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.

Information with Respect to Director Nominees

        Listed below are the current directors who are nominated to hold office until their successors are elected and qualified, and their ages as of March 28, 2016.

Name
Age

Thomas H. Adams, Ph.D. 

73

John Brancaccio

68

Gary S. Jacob, Ph.D. 

69

Dr. Paul Billings

63

Dr. Stanley Tennant

64

Dr. Rodney S. Markin

59

        Thomas H. Adams.    Thomas H. Adams, Ph.D., has been our Chairman of the Board since April 2009. Dr. Adams has served as the Chairman of Clearbridge BioPhotonics, Inc., an imaging solutions company, since April 2013. From June 2005 through 2011, Dr. Adams served as a director of IRIS International, Inc., a diagnostics company, and has served as Chief Technology Officer of IRIS since April 2006. Dr. Adams was the Head of Iris Molecular Diagnostics from 2006 until November 2012 and has served as the President of Iris Personalized Medicine since 2011. In November 2012, IRIS was acquired by Danaher Corporation. Dr. Adams served as Chairman and Chief Executive Officer of Leucadia Technologies, a privately held medical-device company, from 1998 to April 2006, when Leucadia was acquired by IRIS. In 1989, Dr. Adams founded Genta, Inc., a publicly held biotechnology company in the field of antisense technology, and served as its Chief Executive Officer until 1997. Dr. Adams founded Gen-Probe, Inc. in 1984 and served as its Chief Executive Officer and Chairman until its acquisition by Chugai Biopharmaceuticals, Inc. in 1989. Dr. Adams has served as a director of Synergy Pharmaceuticals Inc., a biotechnology company, since July 2009and has served as a director of Gensignia Life Sciences, Inc., a molecular diagnostics company, since October 2014. Dr. Adams holds a Ph.D. in Biochemistry from the University of California, at Riverside. The Board believes that Dr. Adams' executive leadership, particularly in the diagnostic field, and the extensive healthcare expertise he has developed qualifies Dr. Adams to serve as a directorChair of our company.


        John Brancaccio.    John Brancaccio, a retired CPA, has served as a directorBoard of our company since December 2005. Since April 2004, Mr. Brancaccio has been the Chief Financial Officer of Accelerated Technologies, Inc., an incubator for medical device companies. Mr. Brancaccio served as a director of Callisto Pharmaceuticals, Inc. from April 2004 until its merger with Synergy Pharmaceuticals, Inc. in January 2013Directors are held by two different individuals (Dr. Mark Erlander and has been a director of Tamir Biotechnology, Inc. (formerly Alfacell Corporation) since April 2004, as well as a director of Synergy Pharmaceuticals Inc. since July 2008 and ContraVir Pharmaceuticals, Inc. since December 2013. The Board believes that Mr. Brancaccio's chief financial officer experience provides him with valuable financial and accounting expertise that qualifies him to serve as a director ofDr. Rodney Markin, respectively). This structure allows our company.

        Gary S. Jacob.    Gary S. Jacob, Ph.D., has served as a director of our company since February 2009. Since July 2008, Dr. Jacob has been President, Chief Executive Officer and a Director of Synergy Pharmaceuticals Inc., and he has served as its Chairman since September 2013. Dr. Jacob has been Chairman of ContraVir Pharmaceuticals, Inc. since May 2013. Dr. Jacob also served as a director of Callisto Pharmaceuticals, Inc. from October 2004 until its merger with Synergy Pharmaceuticals, Inc. in January 2013. Prior to 1999, Dr. Jacob served as a Monsanto Science Fellow, specializing in the field of glycobiology, and from 1997 to 1998, he was Director of Functional Genomics, Corporate Science & Technology, at Monsanto Company. Dr. Jacob earned a B.S. in Chemistry from the University of Missouri, and holds a Ph.D. in Biochemistry from the University of Wisconsin-Madison. The Board believes that Dr. Jacob's broad management expertise in the pharmaceutical and biotechnology industries provides relevant experience in a number of strategic and operational areas and qualifies him to serve as a director offocus on our company.

        Dr. Paul Billings.    Paul Billings, M.D., Ph.D., was appointed to the Board in October 2013 and has been a member ofday-to-day business while our Scientific Advisory Board since November 2012. Dr. Billings is a board certified internist and clinical geneticist, and has served as Executive-in-Residence at the California Innovation Center of Johnson and Johnson, Inc. from 2014 to 2015. He has also served as the Medical Director of the IMPACT program at Thermo Fisher Scientific, Inc. (TFS) from 2013 to 2015. He recently finished serving as the first and only Chief Medical Officer at Life Technologies Corporation (from 2011 to 2014) and the Genetic Sciences Division of TFS. Dr. Billings has extensive healthcare experience in many aspects of genomics and molecular medicine. He has also served on the Scientific Advisory Board of the U.S. Food and Drug Administration from 2011 to 2014, the Genomic Medicine Advisory Committee at the Department of Veterans Affairs from 2010 to 2014, and the National Academy of Sciences Institute of Medicine's Roundtable on Genomics from 2011 to 2015. In addition to Trovagene, Dr. Billings has served as a director of Rennova Health, Inc. (formerly CollabRx, Inc.) since November 2015 and served as a director of Ancestry.com Inc. from February 2012 to May 2013. He serves as an advisor or director for many companies, including Omicia, Inc., BioScale Inc., Applied Immunology, Inc., Aueon, Inc. and PAX Neuroscience Inc. Dr. Billings holds an M.D. from Harvard Medical School and a Ph.D. in immunology, also from Harvard University. The Board believes that Dr. Billings' medical and managerial experience in the diagnostic field qualifies him to serve as a director ofChair leads our company.

        Dr. Stanley Tennant.    Stanley Tennant, M.D., has served as a director of our company since December 2010. From July 1983 to June 2012, Dr. Tennant was a cardiologist in Greensboro, North Carolina. Since January 1992, Dr. Tennant has served as the president of Five Star Management, a real estate company. Dr. Tennant has served as a director of Oak Ridge Financial Services, Inc. since July 2011. He graduated from Wake Forest University School of Medicine in 1978 and completed postgraduate training in Internal Medicine and Cardiology at Vanderbilt University in 1983. The Board believes that Dr. Tennant's practical experience in the healthcare field qualifies him to serve as a director of our company.


        Dr. Rodney S. Markin.    Rodney S. Markin, M.D., Ph.D., has been a director of our company since February 2014. Dr. Markin has served as Chief Technology Officer and Associate Vice Chancellor for Business Development at the University of Nebraska Medical Center since 2011; as a Professor of Pathology and Microbiology since 1985; as David T. Purtilo Distinguished Professor Pathology and Microbiology since 2005; as Courtesy Professor of Surgery since 1990 and as Courtesy Professor of Psychiatry since 2013. Dr. Markin is also a director on the Board of Children's Hospital and Medical Center Foundation, on the Board of Trustees for Keck Graduate Institute, on the Board of the Make-A-Wish Foundation and on the Board of PerceptiMed since July 2015. Dr. Markin served on the Board of Directors in its fundamental role of Transgenomic, Inc. from March 2007providing advice to December 2014. Theand independent oversight of management. Our Board of Directors believes that Dr. Markin's valuable executive experience insuch separation is appropriate, as it enhances the healthcare business qualifies himaccountability of the Chief Executive Officer to serve as a director of our company.

Information Regarding the Board of Directors and Corporate Governance

Family Relationships and Other Arrangements

        There are no family relationships among our directors and executive officers. There are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

Board Responsibilities and Structure

        The Board oversees, counsels and directs management instrengthens the long-term interest of Trovagene and its stockholders. The Board's responsibilities include establishing broad corporate policies and reviewing the overall performance of Trovagene. The Board is not, however, involved in the operating details on a day-to-day basis.

Board Committees and Charters

        The following table identifies the independent and non-independent Board and Committee members during fiscal year 2015 in accordance with NASDAQ Listing Rule 5605(a)(2):

Name(1)
IndependentAuditCompensationCorporate
Governance/
Nominating

Antonius Schuh, Ph.D.(1)

Thomas H. Adams, Ph.D. 

John Brancaccio

ýý*ý

Gary S. Jacob, Ph.D.(2)

ýý

Dr. Paul Billings

ýý*(3)ý

Dr. Stanley Tennant

ýýý(4)

Dr. Rodney S. Markin(5)

ýýýý*

Carl Feldbaum(6)

ýý
*
Committee Chairman

(1)
Dr. Schuh has not been re-nominated for election to the Board.

(2)
Dr. Jacob served on the Compensation Committee until December 9, 2015. He joined the Corporate Governance/Nominating Committee on December 9, 2015.

(3)
Dr. Billings became Chairman of the Compensation Committee on December 9, 2015.

(4)
Dr. Tennant served as the Chairman of the Compensation Committee until December 9, 2015.

(5)
Dr. Markin joined the Corporate Governance/Nominating Committee as its Chairman on December 8, 2015.

(6)
Mr. Feldbaum served on the Corporate Governance/Nominating Committee and as its Chairman until his resignation from the Board on November 13, 2015.

Meetingsindependence of the Board of Directors and Committees

        During the fiscal year ended December 31, 2015, the Board held a total of five meetings and acted by unanimous written consent three times, the Audit Committee held a total of six meetings and did not take any action by unanimous written consent, the Compensation Committee held a total of seven meetings and acted by unanimous written consent two times and the Corporate Governance/Nominating Committee held a total of four meetings and acted by unanimous written consent one time. None of our incumbent directors attended fewer than 75% of the total number of meetings held by the Board and the committees on which, and for the period during which, the director served during fiscal year 2015.

Policy Regarding Attendance at Annual Meetings of Stockholders

        Trovagene does not have a policy with regard to Board members' attendance at annual meetings. All of the directors serving on the Board as of such time attended our 2015 annual meeting of stockholders.

Board Leadership Structure andfrom management.


Board’s Role in Risk Oversight

        Except as noted below, since April 2009, we have separated the roles

Our Board of Chairman of the Board ("Chairman") and Chief Executive Officer ("CEO"). Although the separation of roles has been appropriate for us during this time period, in the view of the Board, the advisability of the separation of these roles depends upon the specific circumstances and dynamics of our leadership.

        As Chairman, Dr. Adams serves as the primary liaison between the CEO and the independent directors and provides strategic input and counseling to the CEO. With input from other members of the Board, committee chairs and management, he presides over meetings of the Board. Dr. Adams has developed an extensive knowledge of our company, its challenges and opportunities and has a productive working relationship with our senior management team.

        The Board, as a unified body and through committee participation, organizes the execution of its monitoring and oversight roles and does not expect the Chairman to organize those functions. Our primary rationale for separating the positions of Chairman and CEO is the recognition of the time commitments and activities required to function effectively as the Chairman and as the CEO of a company with a relatively flat management structure. The separation of roles has also permitted the Board to recruit senior executives into the CEO position with skills and experience that meet the Board's planning for the position, some of which such individuals may not have extensive public company board experience.

        On March 28, 2016, Antonius Schuh was terminated as CEO of the Company and Dr. Adams was appointed interim CEO of the Company. The BoardDirectors believes that Dr. Adams will serve as CEO and Chairman on a temporary basis until a full-time CEO has been hired.

        The Board has three standing committees—Audit, Compensation and Corporate Governance/Nominating. The membership of each of the committees of the Board is comprised of independent directors, with each of the committees having a separate chairman, each of whom is an independent director. Our non-management members of the Board meet in executive session at each regular Board meeting.


        Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has responsibility for satisfying itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

        The Board believes that establishing the right "tone at the top" and that full and open communication between executive management and the Board areof Directors is essential for effective risk management and oversight. Our CEO communicates frequentlyBoard of Directors meets with our Chief Executive Officer and other members of the senior management team at quarterly Board toof Director meetings, where, among other topics, they discuss strategy and challenges facingrisks in the context of reports from the management team and evaluate the risks inherent in significant transactions. While our company. SeniorBoard of Directors is ultimately responsible for risk oversight, our Board committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management usually attendsin the areas of major financial risk exposures, internal control over financial reporting, disclosure controls and procedures, legal and regulatory compliance and cybersecurity and data privacy. The Compensation Committee assists our regular quarterly Board meetings and is available to address any questions or concerns raisedof Directors in assessing risks created by the incentives inherent in our compensation policies. The Corporate Governance/Nominating Committee assists our Board on risk management-relatedof Directors in fulfilling its oversight responsibilities with respect to the management of corporate, legal and any other matters. Each quarter, the Board receives presentations from senior management on matters involving our key areas of operations.

regulatory risk.


Director Independence

        The Board has determined that

Our common stock is listed on the Nasdaq Capital Market. Under the rules of the Nasdaq Stock Market, independent directors must constitute a majority of a listed company’s Board of Directors. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Corporate Governance/Nominating Committees must be an “independent director.” Under the rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s Board consists of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, Compensation Committee members who are currently "independent" asmust not have a relationship with the listed company that term is defined under NASDAQ Listing Rule 5605(a)(2). The Board considers Drs. Jacob, Billings, Tennant and Markin and Mr. Brancacciomaterial
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to the director’s ability to be "independent".

Auditindependent from management in connection with the duties of a Compensation Committee

        We have a separately-designated standing member.


Audit Committee establishedmembers must also satisfy the independence criteria set forth in accordance with Section 3(a)(58)(A) ofRule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). In order to be considered independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Exchange Act. Audit Committee, the Board of Directors or any other Board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that Drs. Armitage, Markin, Mohindru, Pace, Tannenbaum and Ms. White representing six of our seven incumbent directors, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each directors’ business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any affiliates.

Committee of our Board of Directors

Our Board of Directors has established an Audit Committee, a Compensation Committee and a Corporate Governance/Nominating Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. Each of these committees has a written charter, copies of which are available without charge on our website at https://investors.cardiffoncology.com/under “Corporate Governance'.

Audit Committee

The Audit Committee'sCommittee’s responsibilities include, among other things: (i) 
•selecting and retaining an independent registered public accounting firm to act as our independent auditors, setting the compensation for our independent auditors, overseeing the work done by our independent auditors and terminating our independent auditors, if necessary, (ii) necessary;
•periodically evaluating the qualifications, performance and independence of our independent auditors, (iii) auditors;
•pre-approving all auditing and permitted non-audit services to be provided by our independent auditors, (iv) auditors;
•reviewing with management and our independent auditors our annual audited financial statements and our quarterly reports prior to filing such reports with the Securities and Exchange Commission, or the SEC, including the results of our independent auditors'auditors’ review of our quarterly financial statements, and (v) statements;
•reviewing with management and our independent auditors significant financial reporting issues and judgments made in connection with the preparation of our financial statements. statements; and
•review the processes utilized by management for identifying, evaluating, and mitigating strategic, financial, operational, regulatory, and external risks inherent in the Company’s business, including but not limited to, cybersecurity.

The Audit Committee also prepares the Audit Committee report that is required to be included in our annual proxy statement pursuant to the rules of the SEC.

        The


As of December 31, 2023, the Audit Committee currently consistsconsisted of John P. Brancaccio, chairmanLâle White, chair of the Audit Committee, Dr. Rodney S. Markin and Dr. Stanley Tennant.Mani Mohindru. Under the applicable rules and regulations of NASDAQ,Nasdaq, each member of a company'scompany’s audit committee must be considered independent in accordance with NASDAQNasdaq Listing Rule 5605(c)(2)(A)(i) and (ii) and Rule 10A-3(b)(1) under the Exchange Act. The Board has determined that eachall of Mr. Brancaccio, Dr. Markin and Dr. Tennant is "independent"the members are “independent” as that term is defined under applicable NASDAQNasdaq and SEC rules. Mr. BrancaccioMs. White is our audit committee financial expert. The Board has adopted a written charter setting forth the authority and responsibilities of the Audit Committee, which is available on our website at http://trovagene.investorroom.com/ under "Corporate Governance".


Compensation Committee


The purpose of the Compensation Committee is to discharge the Board'sBoard’s responsibilities relating to compensation of our directors and executive officers. The Compensation Committee has


responsibility for, among other things, (i) things:


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•recommending to the Board for approval the overall compensation philosophy for our company and periodically reviewing the overall compensation philosophy for all employees to ensure it is appropriate and does not incentivize unnecessary and excessive risk taking, (ii) taking;
•reviewing annually and making recommendations to the Board for approval, as necessary or appropriate, with respect to our compensation plans, (iii) plans;
•based on an annual review, determining and approving, or at the discretion of the Compensation Committee, recommending to the Board for determination and approval, the compensation and other terms of employment of each of our officers, (iv) officers;
•reviewing and making recommendations to the Board with respect to the compensation of directors, (v) directors;
•reviewing feedback from our shareholders and engaging with shareholders on as needed basis;
•overseeing our regulatory compliance with respect to compensation matters, (vi) matters;
•reviewing and discussing with management, prior to the filing of our annual proxy statement or annual report on Form 10-K, our disclosure relating to executive compensation, including our Compensation Discussion and Analysis and executive and director compensation tables as required by SEC rules and, (vii) if required, our Compensation Discussion and Analysis; and
•preparing anany required annual report regarding executive compensation for inclusion in our annual proxy statement or our annual report on Form 10-K.

The Compensation Committee has the power to form one or more subcommittees, each of which may take such actions as may be delegated by the Compensation Committee.


The charter of the Compensation Committee grants the Compensation Committee authority to select, retain, compensate, oversee and terminate any compensation consultant to be used to assist in the evaluation of director, chief executive officer, officer and our other compensation and benefit plans and to approve the compensation consultant'sconsultant’s fees and other retention terms. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any internal or external legal, accounting or other advisors and consultants retained by the Compensation Committee. The Compensation Committee may also select or retain advice and assistance from an internal or external legal, accounting or other advisor as the Compensation Committee determines to be necessary or advisable in connection with the discharge of its duties and responsibilities and will have the direct responsibility to appoint, compensate and oversee any such advisor. During the past year,Currently, the Compensation Committee engaged Barney & Barney, LLC ("Barney & Barney"engages the Human Capital Solutions subdivision of Aon plc (“Aon”), as aits compensation consultant. The Compensation Committee regularly evaluates the services Aon provides and has final authority to engage and terminate their services. Our Compensation Committee has assessed Aon's independence consistent with Nasdaq listing standards and has concluded that the engagement of Aon does not raise any conflict of interest.

As part of its engagement,December 31, 2023, the Compensation Committee requested that Barney & Barney develop a comparative group of companies and perform analyses of competitive performance and compensation levels for the comparative group. Barney & Barney, who reports directly to the Compensation Committee and not to our management, is independent from us, has not provided any services to us other than to the Compensation Committee, and receives compensation from us only for services provided to the Compensation Committee. The Compensation Committee assessed the independence of Barney & Barney pursuant to SEC rules and concluded that the work of Barney & Barney has not raised any conflict of interest.

        The Compensation Committee currently consistsconsisted of Dr. Paul Billings, chairmanRenee Tannenbaum, chair of the Compensation Committee, Dr. Rodney MarkinGary W. Pace and Dr. Stanley Tennant.Rodney S. Markin. The Board has determined that all of the members are "independent"“independent” under NASDAQNasdaq Listing Rule 5602(a)5605(a)(2). The Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee, which is available on our website at http://trovagene.investorroom.com/ under "Corporate Governance".

Compensation Committee Interlocks and Insider Participation

        As noted above, the Compensation Committee consists of three directors, each of whom is a non-employee director: Dr. Paul Billings, Dr. Rodney Markin and Dr. Stanley Tennant. Dr. Jacob also served on the Compensation Committee until December 9, 2015. None of the aforementioned individuals was, during 2015, an officer or employee of ours, was formerly an officer of ours or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. No interlocking relationship as described in Item 407(e)(4) of Regulation S-K exists between any of our executive officers or



Compensation Committee members, on the one hand, and the executive officers or compensation committee members of any other entity, on the other hand, nor has any such interlocking relationship existed in the past.


Corporate Governance/Nominating Committee


The Corporate Governance/Nominating Committee has responsibility for assisting the Board in, among other things, (i) things:
•effecting Board organization, membership and function, including identifying qualified board nominees, (ii) nominees;
•effecting the organization, membership and function of the committees of the Board, including the composition of the committees of the Board and recommending qualified candidates for the committees of the Board, (iii) Board;
•evaluating and providing successor planning for the chief executive officer and our other executive officers, (iv) officers;
•identifying and evaluating candidates for director in accordance with certain general and specific criteria, (v) criteria;
•developing and recommending to the Board Corporate Governance Guidelines and any changes thereto, setting forth the corporate governance principles applicable to us, and overseeing compliance with the our Corporate Governance Guidelines, and (vi)Guidelines;
• reviewing potential conflicts of interest involving directors and determining whether such directors may vote on issues as to which there may be a conflict. The Corporate Governance/Nominating Committee is responsible for identifyingconflict; and evaluating candidates for director. Potential nominees are identified by the Board based on the criteria, skills
•oversees corporate environmental and qualifications that are deemed appropriate by the Corporate Governance/Nominating Committee. The Corporate Governance/Nominating Committee believes that candidates for director should have certain minimum qualifications, including high character and integrity, an inquiring mind and vision, willingness to ask hard questions, ability to work well with others, freedom from conflicts of interest, willingness to devote sufficient timesocial responsibility matters as they pertain to the Company's affairs, diligence in fulfilling his or her responsibilitiesCompany’s business and long-term strategy and identify and bring to the capacity and desire to represent the best interestsattention of the Companyfull Board emerging Environmental, Social, and our stockholders as a wholeCorporate Governance ("ESG") trends and not primarily a special interest groupissues that may affect the business operations, performance, external stakeholder relationships or constituency. While our nominating criteria does not prescribe specific diversity standards,reputation of the Company.

As of December 31, 2023, the Corporate Governance/Nominating Committee and its independent members seek to identify nominees that have a variety of perspectives, professional experience, education, difference in viewpoints and skills, and personal qualities that will result in a well-rounded Board.

        The Corporate Governance/Nominating Committee currently consistsconsisted of Dr. Rodney Markin, chairmanGary W. Pace, chair of the Corporate Governance/Nominating Committee, Mr. John Brancaccio, Dr. Gary S. JacobJames O. Armitage and Dr. Paul Billings.Mani Mohindru. The Board has determined that all of the members are "independent"“independent” under NASDAQNasdaq Listing Rule 5605(a)(2). The Board has adopted a written charter setting forth the authority and responsibilities

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Table of the Corporate Governance/Nominating Committee, which is available on our website at http://trovagene.investorroom.com/ under "Corporate Governance".

Security Holder Nominations

        The Board does not have a formal policy regarding the consideration of director candidates recommended by our security holders. However, the Board would consider such recommendations. The Board does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a security holder. Security holders who wish to make such a recommendation should send the recommendation to Secretary, Trovagene, Inc., 11055 Flintkote Avenue, Suite B, San Diego, California 92121. The letter must identify the author as a stockholder, provide a brief summary of the candidate's qualifications and history and be accompanied by evidence of the sender's stock ownership, as well as consent by the candidate to serve as a director if elected. Any director candidate recommendations will be reviewed by the Secretary and, if deemed appropriate, forwarded to the Chairman for further review. If the Chairman believes that the candidate fits the profile of a director nominee as described above, the recommendation will be shared with the entire Board.

Contents


Code of Business Conduct and Ethics


We have adopted a formal Code of Business Conduct and Ethics applicable to all Board members, officers and employees. Our Code of Business Conduct and Ethics can be found on our website (www.trovagene.com)at www.cardiffoncology.com. A copy of our Code of Business Conduct and Ethics may be obtained without charge upon written request to Secretary, Trovagene,Cardiff Oncology, Inc., 11055 Flintkote Avenue, Suite B, San Diego, California 92121. If we make any substantive amendments to our Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website (www.trovagene.com)(www.cardiffoncology.com) and/or in our public filings with the SEC.

Corporate Governance Guidelines

        The Board has


Anti-hedging

We have adopted Corporate Governance Guidelines,an Insider Trading Policy that applies to all of our employees, officers and directors, including our Chief Executive Officer and other executive officers, which prohibits such individuals from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to help Trovagene achieve its goals, govern Trovagene with high standards of integrity and increase stockholder value. These Corporate Governance Guidelines provide a framework for the conduct of the Board's business.

        The Corporate Governance Guidelines also set forth the practices our Board will follow with respect to Board composition and selection, Board meetings and Board committees and Chief Executive Officer performance evaluation and compensation. Our Corporate Governance Guidelines can be found on our website (www.trovagene.com).

Hedging and Pledging Policies

        As part of our Insider Trading Policy, all of our officers, all of our directors, certain of our employees and consultants and family membershedge or others sharing a household withoffset, any of the foregoing are prohibited from engagingdecrease in short sales of our securities, any hedging or monetization transactions involving our securities and in transactions involving puts, calls or other derivative securities based on our securities. Our Insider Trading Policy further prohibits such persons from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our securities as collateral for a loan unless pre-cleared by our Insider Trading Compliance Officer. As of March 21, 2016, none of our directors or executive officers had pledged any sharesmarket value of our common stock.

Stockholder Communications

        Although westock, such as zero cost collars and forward sales contracts and exchange funds.


Family Relationships and Other Arrangements

There are no family relationships among our directors and executive officers. There are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.


Compensation Committee Interlocks and Insider Participation

During fiscal year 2023, Drs. Markin, Pace and Tannenbaum served on our Compensation Committee. None of our current executive officers has served as a member of the Board of Directors, or as a member of the Compensation Committee or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation Committee during the fiscal year ended December 31, 2023.

Board and Committee Meetings and Attendance

The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time. During fiscal year 2023, the Board of Directors held 15 meetings including telephonic meetings; the Audit Committee held 4 meetings; the Compensation Committee held 8 meetings; and the Corporate Governance/Nominating Committee held 4 meetings. During fiscal year 2023, none of the directors attended fewer than 85% of the aggregate of the total number of meetings held by the Board of Directors during his or her tenure and the total number of meetings held by all committees of the Board of Directors on which such director served during his or her tenure. The independent members of the Board of Directors also meet separately without management directors on a regular basis to discuss such matters as the independent directors consider appropriate.

Board Attendance at Annual Stockholders’ Meeting

We invite and encourage each member of our Board of Directors to attend our annual meetings of stockholders. We do not have a formal policy regarding communicationsattendance of our annual meetings of stockholders by the members of our Board of Directors.

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Communication with Directors

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of the Board stockholdersof Directors or a specific member of our Board of Directors (including our Chair) may communicate with the Boarddo so by writing to Trovagene,letters addressed to:

Cardiff Oncology, Inc.,
c/o Secretary
11055 Flintkote Avenue, Suite B, Ave.
San Diego, California, 92121 Attention:

All communications by letter addressed to the attention of our Secretary will be reviewed by the Secretary and provided to the members of the Board of Directors unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the Board of Directors.

Considerations in Evaluating Director Nominees

    The Corporate Governance/Nominating Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons.

The Corporate Governance/Nominating Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies.

Our Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals. The Corporate Governance/Nominating Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to the Board of Directors, ability to contribute to the Board of Directors’ overall effectiveness, and the needs of the Board of Directors and its committees. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Corporate Governance/Nominating Committee considers these factors in the light of the specific needs of the Board of Directors at that time.

In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are no limits on terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Corporate Governance/Nominating Committee considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding Board diversity.

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PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will elect seven (7) directors to hold office until the 2025 Annual Meeting. Directors are elected by a plurality of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of the Annual Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced in accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected.

Assuming a quorum is present, the seven (7) nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company to serve for a one-year term. Unless marked otherwise, proxies received will be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders. Our Board of Directors, acting through the Corporate Governance/Nominating Committee, will make a determination whether or not to request the resignation of an incumbent director who failed to receive a majority of the vote cast. We will publicly disclose our Board of Directors' decision and reasoning.

Information with Respect to Director Nominees

Listed below are the current directors who are nominated to hold office until their successors are elected and qualified, and their ages as of April 22, 2024.
Committee Memberships
NameAgeAuditCompensationGovernance/Nominating
Dr. James O. Armitage, M.D.77X
Mark Erlander, Ph.D.64
Dr. Rodney S. Markin, M.D., Ph.D.67XX
Mani Mohindru, Ph.D.52XX
Gary W. Pace, Ph.D.76XC
Renee P. Tannenbaum, Pharm.D.72C
Lâle White68C


Dr. Thomas H. Adams,James O. Armitage, M.D. - Independent Director

Dr. Armitage has been a director of our company since April 2020. Dr. Armitage has been a Professor of Internal Medicine in the division of Hematology and Oncology at the University of Nebraska Medical Center since 2003, after having served as Chairman of the Department of Internal Medicine, Dean of the College of Medicine, and in various other capacities since joining the Center in 1982. He also holds a hospital appointment at The Nebraska Medical Center. Dr. Armitage has authored or by facsimile to 858-952-7571. Stockholders who would like their submission directed toco-authored more than 600 articles, 108 book chapters and edited or co-edited 27 textbooks. He has previously served as President of the American Society of Clinical Oncology ("ASCO"), and as a member of the ASCO Board may so specify,of Directors. Dr. Armitage received a bachelor of science degree from the University of Nebraska and a medical degree from the University of Nebraska Medical Center and completed his post-graduate training at the University of Nebraska Medical Center and the communication will be forwarded,University of Iowa Hospitals and Clinics. The Board believes that Dr. Armitage's training as appropriate.

Vote Required

        Under applicable Delaware law,a physician, his research, clinical and administrative experience, and his previous service as a director of a publicly traded biopharmaceutical company provide him with the electionqualifications and skills to serve as a director.


Mark Erlander, Ph.D. - Chief Executive Officer and Director

Dr. Erlander has served as our Chief Executive Officer since May 2020, a director since June 2020, and formerly as the Chief Scientific Officer from March 2013 to May 2020. Previously, he was Chief Scientific Officer at bioTheranostics, a subsidiary of each nominee requiresbioMérieux, a molecular diagnostic testing company focused on clinical applications in oncology, where he served from
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2008 to 2013. From 2000 to 2008, Dr. Erlander was Chief Scientific Officer at Arcturus, Inc. (later AviaraDx), which was acquired by bioMérieux in 2008. Dr. Erlander entered therapeutics as a Group Leader and then Research Fellow in drug discovery at Johnson & Johnson from 1994 to 2000. From 1991 to 1994, Dr. Erlander was a Postdoctoral Fellow and then Assistant Professor at Scripps Research. He has 44 issued patents, over 50 pending applications, and has co-authored more than 90 scientific publications. Dr. Erlander holds a B.S. in Biochemistry from the affirmative vote byUniversity of California, Davis, an M.S. degree in Biochemistry from Iowa State University, and a pluralityPh.D. in Neuroscience from the University of California, Los Angeles. The Board believes that Dr. Erlander’s research and clinical experience qualifies him to serve as a director of our company.

Dr. Rodney S.Markin, M.D., Ph.D. - Chair of the voting powerBoard & Independent Director

Dr. Markin has been Chairman of the shares presentBoard of our company since December 2020 and entitled to votea Director since February 2014. Dr. Markin has served as Chief Operating Officer of The University of Nebraska since August 2017. Dr. Markin has served as Chief Technology Officer and Associate Vice Chancellor for Business Development at The University of Nebraska Medical Center since 2011; as Professor of Pathology and Microbiology since 1985; as David T. Purtilo Distinguished Professor Pathology and Microbiology since 2005; as Courtesy Professor of Surgery since 1990 and as Courtesy Professor of Psychiatry since 2013. Dr. Markin is also a director on the electionBoard of directorsChildren's Hospital and Medical Center Foundation, on the Board of Trustees for Keck Graduate Institute, on the Board of the Make-A-Wish Foundation and on the Board of PerceptiMed since July 2015. Dr. Markin served on the Board of Directors for Transgenomic, Inc. from March 2007 to December 2014. The Board believes that Dr. Markin’s valuable executive experience in the healthcare business qualifies him to serve as a director and Chairman of the Board of our company.

Mani Mohindru, Ph.D. - Independent Director

Dr. Mohindru has been a director of our company since June 2021. Dr Mohindru was most recently the CEO of Novasenta, an oncology focused biotech company. In addition to Cardiff Oncology, she also serves as a director of CytomX Therapeutics, Inc., a public biotechnology company. From October 2020 to May 2021, she served as a director of SAB Biotherapeutics, a then private biotech company. From December 2019 to October 2020, Dr. Mohindru served as Chief Executive Officer of CereXis, a biotechnology company. Dr. Mohindru served as Chief Financial Officer and Chief Strategy Officer of Cara Therapeutics, Inc., a public biotechnology company, from August 2017 until December 2019. From March 2016 to July 2017, Dr. Mohindru served as the Chief Strategy Officer at Curis, Inc., a public biotechnology company. From April 2015 to February 2016, Dr. Mohindru served as Senior Vice President of Corporate Strategy and Investor Relations and from June 2013 to March 2015, Dr. Mohindru served as Vice President of Corporate Strategy and Investor Relations, each at Curis, Inc. In 2012, Dr. Mohindru co-founded ImmTox, Inc., a small private biotechnology company. From June 2011 to September 2012, Dr. Mohindru was a Senior Biotechnology Analyst at ThinkEquity, LLC, a research and investment banking firm. Previously, from June 2009 to May 2011, Dr. Mohindru was a Partner at Axon Healthcare Company, a strategic pharmaceutical and biotechnology consultancy firm that she co-founded. Dr. Mohindru was also a Managing Director at Capstone Investments in its investment banking division, a Vice President at Credit Suisse, and an Associate Research Analyst at global financial services firm, UBS. Dr. Mohindru completed her Ph.D. in Neurosciences at Northwestern University and she received both her B.S. in Human Biology and Masters in Biotechnology from the Annual MeetingAll India Institute of Medical Sciences, New Delhi, India. The Board believes that Dr. Mohindru’s years of biopharmaceutical industry leadership as well as Wall Street experience provides her with the qualifications and skills to serve as a director.
Gary W. Pace, Ph.D. - Independent Director

Dr. Pace has been a director of our company since April 2020. In addition, Dr. Pace has been a Director of Pacira Biosciences, Inc. since 2008, as well as a director of several private companies. He previously served on the board of Antisense Therapeutics from 2015 to 2022, Simavita Ltd. from 2016 to 2021, ResMed Inc. from 1994 to 2018, Transition Therapeutics Inc. from 2002 to 2016 and QRxPharma Ltd. from 2001 to 2013. Dr. Pace is a seasoned biopharmaceutical executive with over 40 years of experience in the industry. He has co-founded several early stage life science companies, where he built products from the laboratory to commercialization. Dr. Pace has contributed to the development of the biotechnology industry through honorary university appointments and industry and government committees. In 2003, he was awarded a Centenary Medal by the Australian Government “for service to Australian society in research and development” and was recognized as the 2011 Director of the Year (corporate governance) by the San Diego Directors Forum. He is also a fellow of the Australian Academy of Technological Sciences and Engineering. Dr. Pace holds a B.Sc. (Hons I) from the University of New South Wales and a Ph.D. from the Massachusetts Institute of Technology where he was a Fulbright Fellow and General Foods Scholar. The Board believes that Dr. Pace’s years of experience providing strategic advisory services to complex organizations, including as a public company director provides him with the qualifications and skills to serve as a director.
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Renee P. Tannenbaum, Pharm.D.- Independent Director

Dr. Tannenbaum has been a director of our company since June 2021. Dr. Tannenbaum currently serves as an independent consultant and strategic advisor to several biopharmaceutical, diagnostic and device companies. In March 2024, Dr. Tannenbaum joined Bench International, a global executive search firm as head of Corporate Development. Prior to that, she served as Vice President of Global Partnering at whichHalozyme, Inc. from August 2016 to December 2021, where she was responsible for leading the team that executes business development activities and the company’s alliances through partnerships and collaborations. Dr. Tannenbaum was previously Head of Global Customer Excellence at AbbVie from October 2012 to January 2016, where she was responsible for building commercial capabilities for the organization. Previously, Dr. Tannenbaum served as President of Myrtle Potter & Company, LLC, a quorumglobal life sciences consulting and advisory firm from April 2011 to October 2012 and Executive Vice President and Chief Commercial Officer at Elan Pharmaceuticals, Inc., from May 2009 to January 2011, where she was responsible for revenue generation for Elan’s marketed products, preparing for the commercialization of the company’s pipeline, including its Alzheimer’s portfolio, and strengthening the company’s overall commercial capabilities. Prior to her role at Elan, Dr. Tannenbaum was at Novartis Pharma AG for three years, where she led the Global Commercial Operations organization. Prior to that, Dr. Tannenbaum spent nine years at Bristol Myers Squibb and 16 years at Merck and Company, Inc. where she held a variety of leadership positions in operations and general management. Dr. Tannenbaum serves on the Board of Directors for ANI Pharmaceuticals since March 2022. She served as a director of Zogenix, Inc. from January 2015 to March 2022. Dr. Tannenbaum served as a director to Nordic Nanovector ASA, a publicly-traded company in Norway, and Cipher Pharmaceuticals, Inc. a Canadian publicly-traded company, from April to August 2016, Sharps Compliance Inc. from November 2012 to November 2014 and Immune Pharmaceuticals, Inc., a privately-held company, from August 2011 to October 2012. Dr. Tannenbaum received her Doctor of Pharmacy degree from the Philadelphia College of Pharmacy and Sciences, her MBA from Temple University, and her Bachelor of Science degree in Pharmacy from the University of Connecticut. The Board believes that Dr. Tannenbaum’s extensive experience in the biopharmaceutical industry, including providing strong executive leadership to numerous biopharmaceutical companies provides her with the qualifications and skills to serve as a director.

Lâle White - Independent Director

Ms. White has been a director of our company since April 2020. Ms. White is present.

the Chief Executive Officer of XIFIN, Inc., a financial cloud computing company, with over 25 years of experience in information systems development and medical billing. She lectures extensively on these topics and has consulted for major laboratories and laboratory associations throughout the U.S. Ms. White worked with HCFA and the U.S. Office of the Inspector General to develop the first OIG Model Compliance Program. She is a longstanding member of the California Clinical Lab Association, where for the last eight years she has chaired the state and federal contractor committees that work with the Medicare Administrative Contractors and the Department of Health and Human Services. Ms. White was previously Vice President of Finance of Laboratory Corporation of America, one of the largest clinical reference laboratories in the U.S., and its predecessor National Health Laboratories, where she led the software development of several accounts receivable, inventory, cost accounting and financial management systems for the laboratory industry. Ms. White previously was on the Board of bioTheranostics while it was a BioMerieux subsidiary and CombiMatrix Corporation, until its acquisition by Invitae Corporation in 2017. Ms. White has a BA in finance and an MBA from Florida International University. The Board believes that Ms. White’s significant executive experience with the strategic, financial, and operational requirements of health care organizations, particularly in the area of billing and reimbursement provides her with the qualifications and skills to serve as a director.


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Board Diversity

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.

Board Diversity Matrix as of April 22, 2024
Total number of directors7
Part 1: Gender IdentityFemaleMaleNon-BinaryDecline to Disclose
Directors34——
Part 2: Demographic BackgroundFemaleMaleNon-BinaryDecline to Disclose
African American or Black————
Alaskan Native or Native American————
Asian2———
Hispanic or Latinx————
Native Hawaiian or Pacific Islander————
White14——
Two or More Races or Ethnicities————
LGBTQ+—
Did Not Disclose Demographic Background—

Board Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD SET FORTH IN THIS PROPOSAL 1.



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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of April 22, 2024 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

Name of Beneficial OwnerShares of Common
Stock Beneficially Owned		Percentage (2)
Executive officers and directors(1):
Dr. James O. Armitage144,764 (3)*
Mark Erlander, Ph.D.1,085,451 (4)2.4
Fairooz Kabbinavar, M.D., FACP141,667 (5)*
James Levine501,719 (6)1.1
Dr. Rodney S. Markin, M.D., Ph.D.183,101 (7)*
Mani Mohindru, Ph.D.98,501 (8)*
Gary W. Pace, Ph.D.815,035 (9)1.8
Renee P. Tannenbaum, Pharm.D.108,501 (10)*
Lâle White202,204 (11)*
All Officers and Directors as a Group (10 persons)3,499,357 7.8
5% Stockholders:
Pfizer, Inc.2,411,575 (12)5.4
*less than 1%

(1)The address of each person is c/o Cardiff Oncology, Inc., 11055 Flintkote Avenue, San Diego, CA 92121 unless otherwise indicated herein.

(2)The calculation in this column is based upon 44,710,391 shares of common stock outstanding on April 22, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of April 22, 2024 are deemed to be beneficially owned by the person for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.

(3)Includes 117,274 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024. Dr. Armitage has direct ownership of 14,490 shares of common stock, and indirect ownership of 13,000 shares of Common Stock through the Shirley Young Revocable Trust, Shirley Young is the wife of Dr. Armitage.

(4)Includes 1,060,970 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024.

(5)Includes 141,667 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024.

(6)Includes 441,719 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024.

(7)Includes 152,041 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024. Dr. Markin has direct ownership of 7,181 shares of common stock, and indirect ownership of 23,879 shares of Common Stock through Prairie Ventures LLC.

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(8)Includes 98,501 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024.

(9)Includes 117,274 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024.

(10)Includes 98,501 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024.

(11)Includes 88,416 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after April 22, 2024.

(12)Based on a Schedule 13G filed with the SEC on November 19, 2021, reporting beneficial ownership as of November 18, 2021. Pfizer, Inc. has sole voting and dispositive power over all 2,411,575 shares. The address of Pfizer, Inc. is 235 East 42nd Street, New York, New York 10017.

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PROPOSAL 2


RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
DECEMBER 31, 2016

2024

The Board has appointed BDO USA, LLP ("BDO"P.C. (“BDO”) to serve as our independent registered public accounting firm for the year ending December 31, 2016.2024. BDO has acted as our principal accountant since April 5, 2007 and served as our independent registered public accounting firm for the fiscal year ended December 31, 2015.

2023.


A representative of BDO is expected to be present via telephone conference at the Annual Meeting. He or she will have the opportunity to make a statement if desired and is expected to be available to respond to appropriate questions.


Our Audit Committee retains our independent registered public accounting firm and approves in advance all audit and non-audit services performed by this firm and any other auditing firms. Although management has the primary responsibility for the financial statements and the reporting process including the systems of internal control, the Audit Committee consults with management and our independent registered public accounting firm regarding the preparation of financial statements and the adoption and disclosure of our critical accounting estimates and generally oversees the relationship of the independent registered public accounting firm with Trovagene.Cardiff Oncology. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America,accounting principles, relating to their judgments as to the quality, not just the acceptability, of Trovagene'sCardiff Oncology's accounting principles, and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards.


It is the responsibility of Trovagene'sour management to determine that Trovagene'sour financial statements and disclosures are complete and accurate and in accordance with accounting principles generally accepted in the United States of America.accounting principles. It is the responsibility of Trovagene'sour independent registered public accounting firm to conduct the audit of Trovagene'sour financial statements and disclosures. In giving its recommendation to the Board that Trovagene'sour audited financial statements for the year ended December 31, 20152023 be included in Trovagene'sour Annual Report on Form 10-K for the year ended December 31, 2015,2023, the Audit Committee has relied on: (1) management'smanagement’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles generally accepted in the United States of America;States; and (2) the report of Trovagene'sour independent registered public accounting firm with respect to such financial statements.


Principal Accountant Fees and Services


The aggregate fees billed to the Companyus by BDO, the Company'sour independent registered public accounting firm, for the indicated services for each of the last two fiscal years were as follows:

 
 2015 2014 

Audit fees(1)

 $278,803 $192,318 

Tax fees(2)

  10,568  11,764 

Other fees(3)

  8,488  — 
​​​ ​ ​​ ​ ​

Total fees

 $297,859 $204,082 
​​​ ​ ​​ ​ ​
​​​​​​​​
​​​ ​ ​​ ​ ​

20232022
Audit fees (1)$468,144 $400,177 
Tax fees (2)34,550 85,659 
$502,694 $485,836 
(1)
Audit fees consist of fees for professional services performed by BDO for the audit and review of our financial statements, preparation and filing of our registration statements, including issuance of comfort letters.


(2)
Tax fees consist of fees for professional services performed by BDO with respect to tax compliance.

(3)
Other fees consist of fees for professional services performed by BDO in connection with consultations, due diligence procedures and related matters.


Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors


Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis. Our Audit Committee has established a policy regardingapproval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided by our independent registered public accounting firm.


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Vote Required


The selection of our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for ratification. However, Trovagene iswe are submitting this matter to the stockholders as a matter of good corporate governance. Even if the appointment is ratified, the Board may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Trovageneus and itsour stockholders. If the appointment is not ratified, the Board will reconsider whether or not to retain BDO.


The affirmative vote of a majority of the shares (by voting power) present in person at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting is required to approve the ratification of the appointment of BDO USA, LLPP.C. as Trovagene'sour independent registered public accounting firm for the fiscal year ending December 31, 2016.

2024.


Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF BDO USA, LLPP.C. AS THE COMPANY'SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

2024.



AUDIT COMMITTEE REPORT


The following Audit Committee Report shall not be deemed to be "soliciting“soliciting material,"” deemed "filed"“filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”). Notwithstanding anything to the contrary set forth in any of the Company'sCompany’s previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall not be incorporated by reference into any such filings.


The Audit Committee is comprised of three independent directors (as defined under NASDAQNasdaq Listing Rule 5605(a)(2)). The Audit Committee operates under a written charter, which is available on our website at http://trovagene.investorroom.com/cardiffoncology.com/ under "Corporate Governance".

“Corporate Governance.”


We have reviewed and discussed with management and the Company'sCompany’s auditors, the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2015.

2023.


We have discussed with BDO USA, LLP,P.C., the Company'sCompany’s independent registered public accounting firm, the matters as required to be discussed by the Public Company Accounting Oversight Board (the "PCAOB"“PCAOB”) Auditing Standard No. 161301 (Communications with Audit Committees).



We have received the written disclosures and the letter from BDO USA, LLPP.C. required by applicable requirements of the PCAOB regarding BDO USA, LLP'sP.C.’s communications with the Audit Committee concerning independence, and have discussed with BDO USA, LLP,P.C., their independence from management and the Company.


Based on the review and discussions referred to above, we recommended to the Board that the financial statements referred to above be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 20152023 for filing with the Securities and Exchange Commission.


Submitted by the Audit Committee
John Brancaccio, Chairman
Lâle White, Chair
Dr. Rodney S. Markin
Dr. Stanley TennantMani Mohindru

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PROPOSAL 3

ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION

        The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act entitle Trovagene's stockholders to vote to approve, on an advisory basis, the compensation of Trovagene's Named Executive Officers as disclosed in this Proxy Statement pursuant to SEC rules. In accordance with these requirements, at our 2013 Annual Meeting of Stockholders, a majority of our stockholders voted in favor of holding an advisory vote to approve executive compensation every three years. The Board considered the voting results on that proposal and determined to hold future advisory votes on the compensation of our named executive officers every three years.

        Trovagene's executive compensation programs are designed to (1) motivate and retain executive officers, (2) reward the achievement of Trovagene's short-term and long-term performance goals, (3) establish an appropriate relationship between executive pay and short-term and long-term performance, and (4) align executive officers' interests with those of Trovagene's stockholders. Under these programs, Trovagene's executive officers are rewarded for the achievement of specific financial operating goals established by the Compensation Committee and the realization of increased stockholder value. Please read the section of this Proxy Statement entitled "Executive Compensation" for additional details about Trovagene's executive compensation programs, including information about the fiscal year 2015 compensation of Trovagene's Named Executive Officers.

        The Compensation Committee continually reviews the compensation programs for Trovagene's executive officers to ensure they achieve the desired goals of aligning Trovagene's executive compensation structure with Trovagene's stockholders' interests and current market practices.

        Trovagene is asking Trovagene's stockholders to indicate their support for Trovagene's Named Executive Officer compensation as disclosed in this Proxy Statement and the accompanying Annual Report on Form 10-K for the fiscal year ended December 31, 2015. This proposal, commonly known as a "say-on-pay" proposal, gives Trovagene's stockholders the opportunity to express their views on Trovagene's executive compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of Trovagene's Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement and the accompanying Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Accordingly, Trovagene asks its stockholders to vote "FOR" the following resolution at the Annual Meeting:

        "RESOLVED, that the compensation paid to Trovagene's Named Executive Officers, as disclosed in Trovagene's Proxy Statement for the 2016 Annual Meeting of Stockholders and the accompanying Annual Report on Form 10-K for the fiscal year ended December 31, 2015 pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."

        The say-on-pay vote is advisory, and therefore not binding on Trovagene, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of Trovagene's stockholders and to the extent there is any significant vote against the Named Executive Officers' compensation as disclosed in this Proxy Statement and the accompanying Annual Report on Form 10-K for the fiscal year ended December 31, 2015, Trovagene will consider Trovagene's stockholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE COMPENSATION OF TROVAGENE'S NAMED EXECUTIVE OFFICERS AS DESCRIBED UNDER THE HEADING "EXECUTIVE COMPENSATION.".



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 21, 2016 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers (as defined in "Summary Compensation Table" below), and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

Beneficial Owner(1)
 Shares of Common
Stock Beneficially
Owned		 Percentage(2) 

Named executive officers and directors:

       

Thomas H. Adams, Ph.D. 

  726,945(3) 2.4%

Antonius Schuh, Ph.D. 

  1,209,583(4) 3.9%

Dr. Paul Billings

  55,154(5) * 

John Brancaccio

  149,125(6) * 

Dr. Gary S. Jacob

  260,763(7) * 

Dr. Stanley Tennant

  340,844(8) 1.1%

Dr. Rodney S. Markin

  40,154(9) * 

Stephen Zaniboni

  270,496(10) * 

Mark Erlander, Ph.D. 

  292,500(11) 1.0%

Matthew L. Posard

  152,500(12) * 

All Executive Officers and Directors as a Group (10 persons)

  3,498,064  10.7%

5% or greater holders:

       

Bridger Management, LLC

  3,290,587(13) 11.0%

Gabriele M. Cerrone

  
1,852,438
(14)		 
6.1
%

Blackrock, Inc. 

  1,546,221(15) 5.2%
*
less than 1%

(1)
The address of each person is c/o Trovagene, Inc., 11055 Flintkote Avenue, Suite B, San Diego, CA 92121 unless otherwise indicated herein.

(2)
The calculation in this column is based upon 29,782,810 shares of common stock outstanding on March 21, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock that are currently exercisable or exercisable within 60 days of March 21, 2016 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.

(3)
Includes (i) 354,773 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016, and (ii) 45,686 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after March 21, 2016.

(4)
Includes 1,189,583 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016. Dr. Schuh was terminated as CEO for cause on March 28, 2016.


(5)
Consists solely of shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016.

(6)
Includes (i) 121,459 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016, and (ii) 13,833 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after March 21, 2016.

(7)
Includes (i) 127,263 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016, and (ii) 10,500 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after March 21, 2016.

(8)
Includes (i) 73,082 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016, and (ii) 75,000 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after March 21, 2016.

(9)
Consists solely of shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016.

(10)
Includes 249,167 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016. Mr. Zaniboni was terminated as CFO for cause on March 28, 2016.

(11)
Consists solely of shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016.

(12)
Includes 137,500 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days after March 21, 2016.

(13)
Bridger Management, LLC filed a Schedule 13G/A on February 16, 2016 reporting that it had shared voting and dispositive power with respect to an aggregate of 3,290,587 shares of common stock. Swiftcurrent Offshore Master Ltd., Swiftcurrent Partners L.P. and Bridger Healthcare Ltd. are the owners of record of these shares and each entity has beneficial ownership of less than 5% of the common stock. Bridger Management LLC is the investment adviser to Swiftcurrent Offshore Master Ltd., Swiftcurrent Partners L.P. and Bridger Healthcare Ltd. Mr. Roberto Mignone is the manager of Bridger Management, LLC. Each of Bridger Management, LLC and Mr. Mignone may be deemed to share beneficial ownership of these shares. Bridger Management, LLC's address is 90 Park Avenue, 40th Floor, New York, NY 10016.


(14)
Gabriele M. Cerrone filed a Schedule 13G/A on July 31, 2015 reporting that he had sole voting and dispositive power with respect to an aggregate of 385,378 shares of common stock (which included 298,928 shares of common stock issuable upon exercise of stock options and 6,250 shares of common stock issuable upon exercise of warrants to purchase shares of common stock) and shared voting and dispositive power with respect to an aggregate of 1,467,060 shares of common stock (which included 287,416 shares of common stock issuable upon exercise of warrants held by Panetta Partners Ltd., or Panetta). Mr. Cerrone is a member of the board of directors of Panetta and in such capacity holds voting and dispositive power over our securities held by such entity. Mr. Cerrone's address is c/o Panetta Partners Ltd., Via Sant' Andrea 18, Milan, Italy 20121.

(15)
Blackrock, Inc. filed a Schedule 13G on January 28, 2016 reporting that it had sole dispositive power with respect to an aggregate of 1,546,221 shares in its capacity as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Exchange Act. BlackRock's address is 55 East 52nd Street, New York, New York 10055.


PROPOSAL 4

APPROVAL OF AN INCREASE TO THE NUMBER OF AUTHORIZED SHARES
ISSUABLE UNDER THE 2014CARDIFF ONCOLOGY 2021 OMNIBUS EQUITY INCENTIVE PLAN

        The


On April 23, 2021, the Company’s Board of Directors adopted the 2014Cardiff Oncology, Inc. 2021 Omnibus Equity Incentive Plan in June 2014(the “2021 Plan”), an omnibus equity incentive plan pursuant to which the Company may grant equity and cash and equity-linked awards to certain management, directors, consultants and others. The shareholders approved the 2014adoption of the 2021 Plan was approved by our stockholders at our 2014 Annual Meeting. The Board initially authorized the issuance of up to 2,500,000 shares of common stock under the 2014 Plan, and on June 10, 2015 at2021. At the 2015June 9, 2022 Annual Meeting of Stockholders, ourthe stockholders approved anthe increase of authorized shares in the number of shares authorized under the 2014 Plan2021 plan to 5,000,000 shares.

5,150,000.


On September 9, 2015,March 14, 2024, the Board approved an amendment to the 20142021 Plan, subject to approval by our stockholders. The Board amended the 20142021 Plan to provide for, and submits to our stockholders for approval, an increase in the number of shares of common stock that may be issued under the 20142021 Plan by 2,500,0003,000,000 shares. The additional shares will increase the total shares of common stock reserved for issuance under the 20072021 Plan to an aggregate of 7,500,0008,150,000 shares.


As of February 29, 2016,April 22, 2024, excluding the requested share increase, and the options to purchase an aggregate of 996,000 shares granted to our executive officers and non-employee directors that are subject to stockholder approval of this Proposal 4 (as described below), there were 505,132307,279 shares of common stock available for issuance under the 20142021 Plan.


Reasons for the Proposed Amendment


As described above, we are seeking stockholder approval of an amendment to increase the number of shares issuable pursuant to the 20142021 Plan by 2,500,0003,000,000 shares. In determining the amount of the increase contemplated by the proposed amendment to the 20142021 Plan, the Board has taken into consideration the fact that, excluding the requested share increase, and the options to purchase an aggregate of 996,000 shares granted to our executive officers and non-employee directors that are subject to stockholder approval of this Proposal 4, as of February 29, 2016,April 22, 2024, there were approximately 44,519,43144,710,391 and 56,123,787 shares of our common stock outstanding on a basic and fully-diluted basis, respectively, and the Board believes that this fully-diluted number, rather than the number of outstanding shares of the Company, is the relevant number in determining the appropriate number of shares available under the 20142021 Plan. Assuming the approval of this increase, the total number of shares of our common stock available for issuance under the 20142021 Plan will be 3,005,132,8,150,000, which represents approximately 6.8%18.2% and 13.8% of our common stock as calculated on a basic and fully-diluted basis.

basis, respectively.


The purpose of this increase is to continue to be able to attract, retain and motivate executive officers and other employees, non-employee directors and certain consultants.consultants in a highly competitive market for employee talent. Upon stockholder approval of the amendment, additional shares of common stock will be reserved for issuance under the 20142021 Plan, which will enable us to continue to grant equity awards to our officers, employees, consultants and non-employee directors at levels determined by the Board to be necessary to attract, retain and motivate the individuals who will be critical to our success in achieving its business objectives and thereby creating greater value for all our stockholders. Due to the limited number of shares remaining available for issuance under the 2014 Plan, our executive officers and non-employee directors received stock options in January 2016 for an aggregate of 996,000 shares that are subject to stockholder approval of this Proposal 4. Our chief executive officer received a stock option grant for 450,000 shares, our three other executive officers each received a stock option grant for 150,000 shares and each of our non-employee directors received a stock option grant for 16,000 shares, in each case subject to stockholder approval of this Proposal 4. No portion of the foregoing option grants is exercisable unless and until stockholder approval of this Proposal 4 has been obtained. If our stockholders do not approve an amendment to increase the number of shares issuable pursuant to the 2014 Plan to at least 7,500,000 shares by January 4, 2017, these grants to our executive officers and


non-employee directors will be automatically cancelled. Additional information about these grants is set forth below in this Proposal 4 under the "New Plan Benefits Table."

Furthermore, we believe that equity compensation aligns the interests of our management and other employees with the interests of our other stockholders. Equity awards are a key component of our incentive compensation program. We believe that option grants have been critical in attracting and retaining talented employees and officers, aligning their interests with those of stockholders, and focusing key employees on our long-term growth. We anticipate that optionare currently issuing new-hire grants and other forms of equity awards such as restricted stock awards may become an increasing component in similarly motivating our consultants. We have been growing very rapidly and we have exceeded our internal growth projections. In orderannual grants to attract and retain qualified employees, we have had to grant stock options in excess of our historical equity burn rate.

all employees.


Approval of the amendment to the 20142021 Plan will permit us to continue to use stock-based compensation to align stockholder and employee interests and to motivate employees and others providing services to us or any subsidiary.

Equity awards are an essential compensation component to attract and retain top talent. If the amendment is not approved, we might need to use cash to incentivize employees or might not be able to execute on our corporate strategy and retain personnel.


The terms of the 20142021 Plan are summarized below.


We Manage Our Equity Incentive Award Use Carefully and Dilution Is Reasonable


The Compensation Committee carefully monitors our total dilution and equity expense to ensure that we maximize stockholder value by granting only the appropriate number of equity awards necessary to attract, retain and motivate employees.


•
As of the record date, 307,279 shares remained available for future equity grants under the 2021 Plan.Based on our historical equity usage and our internal growth plans, we expect thatthis represents less than one year of available shares.Accordingly, the proposed 3,000,000 increase of shares to be reserved for issuance under the 20142021 Plan to 7,500,000 8,150,000
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would be sufficient for grants of awards untilfor approximately January 2017,one to two years, assuming we continue to grant awards consistent with our historical usage and current practices, as reflected in our recent historical burn rate discussed below, and noting that future circumstances may require us to change our current equity grant practices. If the adoption of the amendment to increase the number of shares reserved for issuance under the 20142021 Plan is approved, the share reserve under the 20142021 Plan could last for a longer or shorter period of time, depending on our future equity grant practices, which we cannot predict with any degree of certainty at this time.


The following table shows certain key equity metrics over the past three fiscal years:

Key Equity Metrics
 2015 2014 2013 

Equity burn rate(1)

  10.3% 7.5% 6.7%

Overhang(2)

  27.9% 33.2% 32.1%

Key Equity Metrics202320222021
Equity burn rate(1)
4.8 %4.0 %4.9 %
Equity overhang(2)
19.4 %18.3 %14.4 %
(1)
Equity burn rate is calculated by dividing the number of shares subject to equity awards granted during the fiscal year by the weighted-average number of shares outstanding during the period.

(2)
OverhangEquity overhang is calculated by dividing the sum of (x) the number of shares subject to equity awards outstanding at the end of the fiscal year and (y) the number of shares available for future grants, by the number of common shares outstanding at the end of the fiscal year.

    •
    If the adoption of the amendment to increase the number of shares reserved for issuance under the 20142021 Plan is approved, the issuance of the shares to be reserved under the 20142021 Plan would dilute existing stockholders by an additional 8.8%5% on a fully diluted basis, based on the number of shares of our common stock outstanding as of December 31, 2015.
April 22, 2024.

$13,080,000.

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the competitive labor markets in which we compete, the Board has determined that the proposed adoption of the increase in the number of shares authorized for issuance under the 20142021 Plan is reasonable and appropriate at this time. The Board will not create a subcommittee to evaluate the risks

Highlights of Key Corporate Governance Practices and benefits for issuing the sharesProvisions under the 2014 Plan.

Forecasted Utilization Rates

        Our Compensation2021 Plan


No repricing without stockholder approval. Neither the Board nor the Committee reviewed certain actuals and forecasts of grant utilization for different categories of grants overshall have the periods indicated, as summarized below. These actuals and forecasts included grantsauthority to executive and employee new hires, annual performance grants to existing eligible employees, grants to consultants and initial and annual grants for non-employee directors.

 
 Fiscal Year
2015
Actual		 2016
Grants(1)(2)		 Fiscal Year
2016
Forecast		 Fiscal Year
2017
Forecast		 

New hires, performance and consultants

  2,576,500  1,995,950  679,000  1,370,000 

Non-employee directors

  112,000  96,000  8,333  112,000 
​​​ ​ ​​​ ​​ ​ ​​​ ​

Total

  2,688,500  2,091,950  687,333  1,482,000 
​​​ ​​​ ​ ​​ ​ ​​ ​ ​
​​​​​​​​​​​​​​
​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​
(1)
Option grants issued prior to March 21, 2016.

(2)
Includes the options to purchase an aggregate of 996,000 shares of common stock granted to our executive officers and non-employee directors on January 4, 2016, subject to stockholder approval of this Proposal 4. If our stockholders do not approve an amendment to increase the number of shares issuable pursuant to the 2014 Plan to at least 7,500,000 shares by January 4, 2017, these grants to our executive officers and non-employee directors will be automatically cancelled.

 
 Fiscal
Year 2015
Actual		 Fiscal
Year 2016
Forecast(1)		 Fiscal
Year 2017
Forecast(1)		 

Equity Burn Rate as a % of Outstanding(2)

  10.3  9.3  5.0 
(1)
For purposes of this calculation, we have assumed that the number of weighted-average common shares outstanding for fiscal year 2016 and 2017 is the number of shares outstanding as of March 21, 2016.

(2)
Equity burn rate is calculated by dividing the number of shares subject to equity awards granted during the fiscal year by the weighted-average number of shares outstanding during the period.

Note Regarding Forecasts and Forward-Looking Statements

        We do not as a matter of course make public forecasts as to our total shares outstanding and utilization of various equity awards due to the unpredictability of the underlying assumptions and estimates. In particular, the forecasts set forth above in this Proposal 4 include embedded assumptions regarding option exercise, employee turnover and competitive grant guidelines which are highly dependent on the public trading price of our common stock and other factors, which we do not control,


and, as a result, we do not as a matter of practice provide forecasts. In evaluating these forecasts, our Compensation Committee recognized the high variability inherent in these assumptions.

        However, we have included above a summary of these forecasts to give our stockholders access to certain information that was considered by our Compensation Committee for purposes of evaluatingreprice any Award without first obtaining the approval of the amendmentCompany's stockholders.


No evergreen. The 2021 Plan does not have any evergreen provisions.

No tax gross-ups. The 2021 Plan does not allow for any tax gross-ups.

No dividends. A participant shall have no rights to increase the number of shares reserved for issuance under the 2014 Plan. These forecasts reflect various assumptions regarding our future operations.

        The inclusion of the forecasts set forth above should not be regarded as an indication that these forecasts will be predictive of actual future outcomes, and the forecasts should not be relied upon as such. Neither we nordividends, dividend equivalents or distributions or any other person makes any representation to anyrights of our stockholders regarding actual outcomes compared to the information contained in the forecasts set forth above. Although presented with numerical specificity, the forecasts are not fact and reflect numerous assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the forecasts were prepared and other factors such as industry performance and general business, economic, regulatory, market and financial conditions, as well as factors specific to our business, all of which are difficult to predict and many of which are beyond the control of our management. In addition, the utilization forecastsa stockholder with respect to our equity awards dothe shares subject to an option.


No reload options. The 2021 Plan does not take into account any circumstances or events occurring afterallow for a participant to receive reload options.

No liberal share recycling. The 2021 Plan does not provide for liberal share recycling.

Awards require a minimum vesting period. The 2021 Plan requires a minimum vesting period of one year, except that up to five percent of shares available for grant under the date that they were prepared and, accordingly, do not give effect to any changes to our operations or strategy that2021 Plan may be implementedgranted without regard to this requirement.

Clawback. All awards under the 2021 Plan are subject to recoupment or clawback under certain circumstances.

Director Compensation Limits. The combined compensation limit for any single director for cash fees paid plus the Fair Market Value of equity-based Awards at the grant date shall not exceed $500,000 during any calendar year. This limit is increased to $750,000 in the future. Accordingly, actual outcomes may be, and likely will be, materially different than those reflected in the forecasts. We do not intend to update or otherwise revise the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events even if any or allcalendar year of the assumptions underlying the forecasts are shown to be in error. The forecasts are forward-looking statements within the meaningdirectors initial service as a non-employee director.

23
Table of Section 27A of the Securities Act of 1933, as amended, and Section 21A of the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties that could cause actual outcomes to differ materially from those in the forward-looking statements, including our ability to attract and retain talent, achievement of performance metrics, if any, with respect to certain equity awards, the extent of option exercise activity, and others described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Contents

Description of Our 20142021 Omnibus Equity Incentive Plan


Set forth below is a summary of the 20142021 Plan, but this summary is qualified in its entirety by reference to the full text of the 20142021 Plan, as amended, a copy of which is included asAppendix A to this proxy statement.


Shares Available


The 2014 Plan currently authorizes the issuancemaximum number of 5,000,000 shares of common stock. Asstock reserved and available for issuance under the 2021 Plan will be equal to the sum of February 29, 2016, excluding(i) 8,150,000 shares of common stock; (ii) the options to purchase an aggregatenumber of 996,000 shares granted to certain of our executive officers and non-employee directors that are subject to stockholder approval of this Proposal 4, awards covering an aggregate of 4,494,868 shares were grantedcommon stock reserved, but unissued under the 2014 Plan, and 505,132(iii) the number of shares were available for futureof common stock underlying forfeited awards under the 2014 Plan.

Plan; provided that shares of common stock issued under the 2021 Plan with respect to an Exempt Award will not count against the share limit.We use the term “Exempt Award” to mean (i) an award granted in assumption of, or in substitution for, outstanding awards previously granted by another business entity acquired by us or any of our subsidiaries or with which we or any of our subsidiaries merge, or (ii) an award that a participant purchases at fair market value.


Administration


The 20142021 Plan is administered by the Board or by one or more committees of directors appointed by the Board (the "Administrator"“Administrator”). The Board may delegate different levels of authority to different committees with administrative and grant authority under the 20142021 Plan. Any committee delegated administrative authority under the 20142021 Plan may further delegate its authority under the Plan to another committee of directors, and any such delegate shall be deemed to be an Administrator of the 20142021 Plan. The Administrator comprised solely of directors may also delegate, to the extent permitted


by Section 157 of the Delaware General Corporation Law and any other applicable law, to one or more officers of the Company, its powers under this Plan (a) to designate Eligible Persons who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. It is anticipated that the Administrator (either generally or with respect to specific transactions) will be constituted so as to comply, as necessary or desirable, with the requirements of Code Section 162(m) and Rule 16b-3 promulgated under the Exchange Act.


Eligibility


Awards may be granted pursuant to the 20142021 Plan only to persons who are eligible persons. Under the 20142021 Plan, "Eligible Person"“Eligible Person” means any person who is either: (a) an officer (whether or not a director) or employee of the Company or one of its subsidiaries; (b) a director of the Company or one of its subsidiaries; or (c) a consultant who renders bona fide services to the Company or one of its subsidiaries; provided, however, that ISOsIncentive Stock Options (“ISOs”) may be granted only to employees.


Awards


The 20142021 Plan permits the grant of: (a) stock options, which may be intended as ISOs or as nonqualified stock options (options not meeting the requirements to qualify as ISOs); (b) stock appreciation rights ("SARs"(“SARs”); (c) restricted stock; (d) restricted stock units; (e) cash incentive awards; or (f) other awards, including: (i) stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the common stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (ii) any similar securities with a value derived from the value of or related to the common stock and/or returns thereon.


Consideration for Awards


The purchase price for any award granted under the 20142021 Plan or the common stock to be delivered pursuant to any such award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods:


•
services rendered by the recipient of such award;

•
cash, check payable to the order of the Company, or electronic funds transfer;

•
notice and third party payment in such manner as may be authorized by the Administrator;

•
the delivery of previously owned and fully vested shares of common stock;

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•
by a reduction in the number of shares otherwise deliverable pursuant to the award; or

•
subject to such procedures as the Administrator may adopt, pursuant to a "cashless exercise"“cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.


Certain Federal Tax Consequences


The following summary of the federal income tax consequences of the 20142021 Plan transactions is based upon federal income tax laws in effect as of March 30, 2016.April 22, 2024. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences.


Nonqualified Stock Options. The grant of a nonqualified stock option under the 20142021 Plan will not result in any federal income tax consequences to the participant or to the Company. Upon exercise of a


nonqualified stock option, the participant will recognize ordinary compensation income equal to the excess of the fair market value of the shares of Common stockStock at the time of exercise over the option exercise price. If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the income recognized by the participant, subject to possible limitations imposed by theSection 162(m) of Internal Revenue Code including Section 162(m)of 1986, as amended (the “Code”), thereof. Any gain or loss on the participant'sparticipant’s subsequent disposition of the shares will be treated as long-term or short-term capital gain or loss, depending on the sales proceeds received and whether the shares are held for more than one year following exercise. The Company does not receive a tax deduction for any subsequent capital gain.


Incentive Options. The grant of an ISO under the 20142021 Plan will not result in any federal income tax consequences to the participant or to the Company. A participant recognizes no federal taxable income upon exercising an ISO (subject to the alternative minimum tax rules discussed below), and the Company receives no deduction at the time of exercise. In the event of a disposition of stock acquired upon exercise of an ISO, the tax consequences depend upon how long the participant has held the shares. If the participant does not dispose of the shares within two years after the ISO was granted, nor within one year after the ISO was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The Company is not entitled to any deduction under these circumstances.


If the participant fails to satisfy either of the foregoing holding periods (referred to as a "disqualifying disposition"“disqualifying disposition”), he or she will recognize ordinary compensation income in the year of the disposition. The amount of ordinary compensation income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the stock at the time of exercise and the exercise price. Such amount is not subject to withholding for federal income and employment tax purposes, even if the participant is an employee of the Company. Any gain in excess of the amount taxed as ordinary income will generally be treated as a short-term capital gain. The Company, in the year of the disqualifying disposition, is entitled to a deduction equal to the amount of ordinary compensation income recognized by the participant, subject to possible limitations imposed by the Code, including Section 162(m) thereof.


The "spread"“spread” under an ISO—ISO — i.e., the difference between the fair market value of the shares at exercise and the exercise price—price — is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant'sparticipant’s alternative minimum tax liability exceeds such participant'sparticipant’s regular income tax liability, the participant will owe the alternative minimum tax liability.


Restricted Stock. Restricted stock is generally taxable to the participant as ordinary compensation income on the date that the restrictions lapse (i.e. the date that the stock vests), in an amount equal to the excess of the fair market value of the shares on such date over the amount paid for such stock (if any). If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the ordinary income recognized by the participant, subject to possible limitations imposed by the Code, including Section 162(m) thereof. Any gain or loss on the participant'sparticipant’s subsequent disposition of the shares will be treated as long-term or short-term capital gain or loss treatment depending on the sales price and how long the stock has been held since the restrictions lapsed. The Company does not receive a tax deduction for any subsequent gain.


Participants receiving restricted stock awards may make an election under Section 83(b) of the Code ("(“Section 83(b) Election"Election”) to recognize as ordinary compensation income in the year that such restricted stock is granted, the amount equal to the excess of the fair market value on the date of the issuance of the stock over the amount paid for such stock. If such an election is made, the recipient recognizes no further amounts of compensation income upon the lapse of any restrictions and any
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gain or loss on subsequent disposition will be long-term or short-term capital gain or loss to the recipient. The Section 83(b) Election must be made within 30 days from the time the restricted stock is issued.



Other Awards. Other awards (such as restricted stock units) are generally treated as ordinary compensation income as and when common stock or cash are paid to the participant upon vesting or settlement of such awards. If the participant is an employee, this income is subject to withholding for income and employment tax purposes. The Company is generally entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient, subject to possible limitations imposed by the Code, including Section 162(m) thereof.


Section 162(m) of the Internal Revenue Code.    Under CodeLimitation. In general, under Section 162(m), no deduction is allowedincome tax deductions of publicly-held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid) for certain executive officers exceeds $1 million (less the amount of any “excess parachute payments” as defined in Section 280G of the Code) in any one year. Prior to the Tax Cuts and Jobs Act of 2017 (the “TCJA”), covered employees generally consisted of our Chief Executive Officer and each of the next three highest compensated officers serving at the end of the taxable year other than our Chief Financial Officer, and compensation that qualified as “performance-based” under Section 162(m) was exempt from this $1 million deduction limitation. As part of the CompanyTCJA, the ability to rely on this exemption was, with certain limited exceptions, eliminated; in addition, the definition of covered employees was expanded to generally include all named executive officers. Certain awards under the 2014 Plan granted prior to November 2, 2017 may be grandfathered from the changes made by the TCJA under certain limited transition relief, however, for grants after that date and any grants which are not grandfathered, we will no longer be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee. There is no guarantee that we will be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee under the Company's "covered employees."2014 Plan.

New Plan Benefits

All awards under the 2021 Plan are made at the discretion of the Administrator. Therefore, the benefits and amounts that will be received or allocated under the 2021 Plan to the named executive officers, the executive officers as a group, and all employees who are not executive offices as a group are not determinable at this time.





SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes information about our equity compensation plans as of December 31, 2023:

Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options, Warrants and RightsWeighted- Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
(a)(b)(c)
Equity Compensation Plans Approved by Stockholders5,215,698 $4.192,013,871 
Equity Compensation Plans Not Approved by Stockholders(1)
1,435,256 4.55— 
Total6,650,954 2,013,871 

(1)These options were granted in accordance with Nasdaq Listing Rule 5635(c)(4).

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The following table summarizes information about our equity compensation plans as of March 31, 2024:

Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options, Warrants and RightsWeighted- Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
(a)(b)(c)
Equity Compensation Plans Approved by Stockholders6,917,044 $3.99307,279 
Equity Compensation Plans Not Approved by Stockholders(1)
1,380,248 4.59— 
Total(2)
8,297,292 307,279 
(1)These options were granted in accordance with Nasdaq Listing Rule 5635(c)(4).
(2)The weighted-average remaining contractual term of our outstanding equity compensation plans was approximately 8.1 years.

As of March 31, 2024, the number of shares of common stock outstanding was 44,710,391. Equity overhang was 19.2% as of March 31, 2024.

Vote Required

The affirmative vote of a majority of the shares (by voting power) present in person at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting is required to approve the amendment to the 2021 Plan.

Board Recommendation

THE BOARD RECOMMENDS A "covered employee"VOTE “FOR” APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2021 PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM 5,150,000 TO 8,150,000 SHARES.

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PROPOSAL 4

APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote to provide advisory approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. In accordance with these requirements, at our 2023 Annual Meeting of Stockholders, a majority of our stockholders voted in favor of holding an advisory vote to approve executive compensation every year. At that time, our Board of Directors considered the voting results on that proposal and determined to hold future advisory votes on the compensation of our named executive officers every year. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on us or our Board of Directors.

The Compensation Committee continually reviews the Company'scompensation programs for our executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with stockholders' interests and current market practices. Our executive compensation program is designed to attract, retain and motivate individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create stockholder value. Our executive officers are compensated for the achievement of annual goals established by our Compensation Committee in our performance-based annual cash incentive program and through stock option grants that are at risk of having no value unless our stock price appreciates. The Executive Compensation section of this proxy statement provides additional details about our 2023 executive compensation program, including information about the 2023 compensation of our named executive officers.

The Compensation Committee and the Board of Directors believe that our executive compensation program fulfills the above-described goals and is reasonable, competitive, and aligned with our performance and the performance of our executives.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Although the vote is non-binding, our Compensation Committee and Board of Directors value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions.

Accordingly, we ask that our stockholders vote “FOR” the following resolution:

“RESOLVED, that Cardiff Oncology, Inc.’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Cardiff Oncology, Inc.’s Proxy Statement for the 2024 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including the Executive Compensation, the Summary Compensation Table and the other related tables and disclosure.”
Vote Required

The affirmative vote of a majority of the shares (by voting power) present in person at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting will be required to approve the advisory vote regarding the compensation of the named executive officers.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.
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EXECUTIVE COMPENSATION


Summary of Compensation Practices

This summary of compensation practices explains the strategy, design, and decision-making related to our compensation programs and practices for our Principal Executive Officer and our other executive officers. This section is intended to provide perspective on the information contained in the tables that follow this discussion.

For fiscal 2023, our Principal Executive Officer and our other named executive officers were:


NameAgePosition
Mark Erlander; Ph.D.64Chief Executive Officer, PEO
Fairooz Kabbinavar, MD, FACP67Chief Medical Officer, non PEO NEO
James Levine53Chief Financial Officer, non PEO NEO

The following is a brief biography of each of our current PEO and NEOs:

Mark Erlander, Ph.D. - Chief Executive Officer

Dr. Erlander has served as our Chief Executive Officer since May 2020, a director since June 2020 and formerly as the Chief Scientific Officer from March 2013 to May 2020. Previously, he was Chief Scientific Officer at bioTheranostics, a subsidiary of bioMérieux, a molecular diagnostic testing company focused on clinical applications in oncology, where he served from 2008 to 2013. From 2000 to 2008, Dr. Erlander was Chief Scientific Officer at Arcturus, Inc. (later AviaraDx), which was acquired by bioMérieux in 2008. Dr. Erlander entered therapeutics as a Group Leader and then Research Fellow in drug discovery at Johnson & Johnson from 1994 to 2000. From 1991 to 1994, Dr. Erlander was a Postdoctoral Fellow and then Assistant Professor at Scripps Research. He has 44 issued patents, over 50 pending applications, and has co-authored more than 90 scientific publications. Dr. Erlander holds a B.S. in Biochemistry from the University of California, Davis, an M.S. degree in Biochemistry from Iowa State University, and a Ph.D. in Neuroscience from the University of California, Los Angeles. The Board believes that Dr. Erlander’s research and clinical experience qualifies him to serve as a director of our company.

Fairooz Kabbinavar, MD, FACP - Chief Medical Officer

Dr. Kabbinavar has served as our Chief Medical Officer since 2023. Following a 25-year academic career at UCLA as a medical oncologist, Dr. Kabbinavar joined Genentech Inc. in November 2016 as a Principal Medical Director in the atezolizumab (TECENTRIQ®) immuno-oncology program in the lung cancer team. He was the medical lead for the small cell lung cancer (SCLC) registrational study & head & neck cancer programs at Roche/Genentech. Subsequently he led the clinical development programs as a Senior VP at Tocagen, Inc., PUMA Biotechnology and more recently as Global Head of R&D at HUYABIO International.

Dr. Kabbinavar’s research interests are in novel therapeutics. He served as the lead investigator for two practice- changing trials of bevacizumab (Avastin®) combinations leading to the approval of bevacizumab in metastatic colorectal cancer (mCRC), and he led the clinical development of atezolizumab (TECENTRIQ®) in extensive stage-SCLC.

Dr. Kabbinavar is a Harvard and UCLA trained academic oncologist. He was awarded his B.Sc., M.B.B.S. and M.D. degrees from Nagpur University in India. In UCLA’s Division of Hematology/Oncology, he completed his postdoctoral research fellowship and a clinical Hematology-Oncology fellowship, with his internship and residency at Harvard University’s Beth Israel Deaconess Medical Center in Boston. Dr. Kabbinavar joined the David Geffen School of Medicine at UCLA in 1994 as Clinical Instructor and became Assistant Professor in 1997, Associate Professor in 2003, and Professor of Medicine in 2008, the year in which he was also appointed as the holder of the distinguished Henry Alvin and Carrie L. Meinhardt Endowed Chair in Oncology. His other professional titles while at UCLA include Medical Director of the Institute of Urologic Oncology, Director Medical Oncology Programs in Genitourinary and Lung & Head & Neck Cancers, Chairman Medical IRB, Director of the Hematology/Oncology Fellowship Program Division of Hematology/Oncology, David Geffen School of Medicine.
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Dr. Kabbinavar is a licensed physician in California and Massachusetts and is board-certified by the American Board of Internal Medicine and in Medical Oncology. Dr. Kabbinavar has participated in over 100 clinical trials either as a principal investigator or a sub-investigator and has published over 100 peer-reviewed research papers and authored more than 150 abstracts. Dr. Kabbinavar is responsible for two book chapters and his work has been published in NEJM (senior author), JCO (lead author), Clinical Cancer Research, and EJC.

James Levine - Chief Financial Officer

Mr. Levine has served as Chief Financial Officer since 2021. Mr. Levine has extensive corporate and investment banking experience with both private and public biotechnology and pharmaceutical companies. Prior to joining Cardiff Oncology, Mr. Levine served as CFO of Cidara Therapeutics, where he led the financial aspects of important pre-clinical and clinical collaborations with Janssen Pharmaceuticals (part of Johnson & Johnson) and Mundipharma with a combined value of over $1.3 billion. Previously, Mr. Levine was the president and chief executive officer of Sapphire Energy Inc., a private industrial biotechnology company that was sold to two private investor groups. He also previously served in the same roles at Verenium Corp., where he negotiated six product commercialization partnerships and asset sales, before selling the company to BASF. He also previously was a managing director in the investment banking division of Goldman Sachs & Co., serving in its healthcare and energy groups.

Mr. Levine earned an MBA in finance from the Wharton School of the University of Pennsylvania and a BA in economics from Brandeis University.

Compensation Objectives and Philosophy

We are a pre-revenue, oncology-focused biotechnology company based in San Diego. We compete with many other biotech companies in seeking to attract and retain a skilled work force. To meet this challenge, we have developed an approach to employee compensation that enables our Board of Directors and management to implement compensation programs aligned with our strategic and finanical objectives, manage these programs to align employee compensation with long-term value creation, and effectively communicate the goals of these programs to our employees and stockholders.

Our compensation philosophy is to offer our employees compensation and benefits that are competitive and that meet our goals of attracting, retaining and motivating highly skilled employees so that we can achieve our financial and strategic objectives.

Utilizing this philosophy, our compensation programs are designed to:
•be “market-based” and reflect the competitive environment for personnel;
•stress our “pay for performance” approach to setting compensation levels;
•share risks and rewards with employees at all levels;
•be affordable, within the context of our operating expense model;
•evaluate share usage and burn rate when assessing equity opportunities;
•align the interests of our employees with those of our stockholders;
•reflect our values; and
•be fairly and equitably administered.

In addition, as we administer our compensation programs, we plan to:
•evolve and modify our programs to reflect the competitive environment and our changing business needs;
•focus on simplicity, flexibility and choice wherever possible;
•openly communicate the details of our programs with our employees and managers to ensure that our programs and their goals are understood;
•provide our managers and employees with the tools they need to administer our compensation programs; and
•update our stockholders on a regular basis about any changes to our compensation philosophy, approach, and the next three mostcompensation decisions we make each year.

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Chief Executive Officer’s Compensation

In 2023, 61.6% of our Chief Executive Officer’s compensation was performance based, which is aligned with the Company's pay for performance philosophy:

549755860153
Stockholder Engagement and Use of Stockholder Feedback

We regularly engage with our stockholders through open dialogue and direct individual communication on topics related to our business, strategic vision, financial performance, executive compensation and environmental, social and corporate governance (ESG) matters. Stockholder feedback is important, and the information we glean from these engagements is highly compensatedvalued. As stewards of good corporate governance, our Compensation Committee evaluates the design of our executive compensation program based on market conditions, stockholder views and other governance considerations.

We reached out to 19 stockholders representing over 15% of our shares outstanding to gather feedback from our stockholders with respect to our compensation program. We offered to discuss each stockholder's feedback by email or by video call, as the stockholders preferred. We received feedback by email to our outreach from over 20% of the stockholders we have contacted, and none felt that a video call was necessary to communicate their feedback.

Role of the Compensation Committee

The duties and responsibilities of the Compensation Committee are described in the section “Committee of our Board of Directors” on page 10 of this Proxy Statement and detailed in the charter of the Compensation Committee. The full text of the Committee Charter is available on our website at http://investors.cardiffoncology.com/.

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Role of Independent Compensation Consultant

The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2023, the Compensation Committee engaged the Human Capital Solutions subdivision of Aon plc (“Aon”) as its independent executive and Board compensation consultant. Aon reports directly to the Compensation Committee and does not report to management. Aon is independent from Cardiff Oncology and its Board of Directors. Aon has not provided any services to us other than to the Compensation Committee, and receives compensation from us only for services provided to the Compensation Committee. The Compensation Committee assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that the work of Aon has not raised any conflict of interest.

Aon reviews and advises on all principal aspects of the executive and Board compensation program. Its main responsibilities are to:

•advise on alignment of pay and performance;
•review and advise on executive total compensation, including base salaries, short- and long-term incentives, associated performance goals and retention;
•advise on trends in executive compensation;
•advise on Board and Board committee compensation;
•provide recommendations regarding the composition of our peer group;
•analyze peer group proxy statements, compensation survey data, and other publicly available data (and apply its experience with other companies to this analysis); and
•perform any special projects requested by the Compensation Committee.

Aon has attended the Compensation Committee's meetings, including executive sessions at which management is not present. Aon communicates regularly with the Compensation Committee's Chair outside of Compensation Committee meetings, and also meets with management to gather information and review proposals. Aon is expected to remain the Compensation Committee's independent consultant until determined otherwise by the Compensation Committee or Aon.

Roles of Management in Determining Executive Compensation

The Compensation Committee periodically meets with our Chief Executive Officer and/or other executive officers and Aon to obtain recommendations with respect to compensation programs for executives and other employees. On an annual basis, Aon provides the company with compensation data based on our selected peer group. Our Chief Executive Officer then makes recommendations to the Compensation Committee on the base salaries, target cash bonuses and performance measures, and equity compensation for our named executive officers and other members of the Companyexecutive team. The Compensation Committee considers, but is not bound to accept, management’s recommendations with respect to executive compensation. Our Chief Executive Officer and certain other executives attend most of the Compensation Committee’s meetings, but the Compensation Committee also holds private sessions outside the presence of members of management and non-independent directors. The Compensation Committee discusses our Chief Executive Officer’s compensation package with him but makes decisions with respect to his compensation without him present. The Compensation Committee has delegated to management the authority to make certain decisions regarding compensation for employees other than the chief financial officer. An exception to this rule applies to "qualified performance based compensation," which generally includes stock options and stock appreciation rights granted under a stockholder approved plan,named executive officers and other formsexecutives. The Compensation Committee has not delegated any of equity incentives, the vesting or payment of which is contingent upon the satisfaction of certain stockholder approved performance goals. The Company intends that the 2014 Plan allow for the grant of options and stock appreciation rights that may be treated as "qualified performance based compensation" that is exempt from the limitations of Code Section 162(m), and for the grant of other performance-based awards that may be treated as "qualified performance based compensation," but it makes no assurance that either such type of award will be so treated.

New Plan Benefits

        The following table presents certain informationits authority with respect to the compensation of the named executive officers and other executives.


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Pay Positioning and Compensation Peers

In setting compensation, the Compensation Committee compares base salaries, annual incentive opportunities and long-term compensation for each of our executive officers to those of a peer group of similarly sized companies. A key objective of our executive compensation program is to ensure that the overall compensation packages we offer our executives are competitive with the packages offered by companies with which we compete for executive talent. The Compensation Committee consults with Aon to develop a peer group of companies to serve as the basis for comparing our executive compensation program to the market. The Compensation Committee and Chief Executive Officer also solicit information from Aon to evaluate compensation for non-executive employees to ensure compensation levels across the entire company are consistent and competitive.

Competitive market data is only one of several resources made available to the Compensation Committee to assist in setting executive compensation. When setting fiscal 2023 executive compensation, our Compensation Committee considered the peer group compensation data, along with employee skills and experience, individual performance, scope of responsibilities, and other factors. The Compensation Committee does not use a formula to determine compensation.

In developing our 2023 peer group, the Compensation Committee considered the following key qualitative and quantitative considerations:

•Sector & Stage— focus on US-based, public oncology companies in Phase I and Phase II of clinical trials;
•Market Capitalization—between approximately $25 and $400 million (as of the date the peer group was determined and based on our market capitalization of $107 million at the time the analysis was conducted);
•Headcount—generally under 100 employees; and
•Geography – companies headquartered in San Diego and other biotech hubs such as SF/Bay Area and Boston/Cambridge area.


2023 Peer Group

The companies in our peer group analysis in 2023 included the following:

Actinium PharmaceuticalsCymaBay TherapeuticsMEI PharmaTRACON Pharmaceuticals
Aldeyra TherapeuticsFrequency TherapeuticsMustang BioViking Therapeutics
Ampio PharmaceuticalsGenprexOlema PharmaceuticalsXOMA
BioAtlaHarpoon TherapeuticsOncternal Therapeutics
Calithera BiosciencesInfinity PharmaceuticalsSurface Oncology
CurisKezar Life SciencesTCR2 Therapeutics
Effective for 2023, the Compensation Committee approved the following changes to the peer group:

•removed AnaptysBio, Cogent Biosciences, Crinetics Pharmaceuticals, CTI BioPharma, Sierra Oncoloy, and Syndax Pharmaceuticals due to misalignment with the peer selection criteria or due to acquisition; and
•added BioAtla, Genprex, Harpoon Therapeutics, Olema Pharmaceuticals, Surface Oncology and TRACON Pharmaceuticals.


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Elements of Compensation

The Company’s executive compensation program consists of three primary elements: base salaries, annual cash incentives and long-term equity awards.

Element of PayStructureHighlights
Base Salary
•Set to be competitive within our industry and is important in attracting and retaining talented executives.
•Fixed pay set with consideration for responsibilities, market data, individual experience and contribution.
•Reviewed annually and adjusted when appropriate, based on scope of responsibility, performance, experience, and competitive market for executive talent.
•We generally target the 50th percentile for base salary within our peer group, and allow for adjustments based on factors specific to the individual executive
•Fiscal year 2023 salaries were selectively increased to strengthen alignment with peer group market practices, to recognize performance and contribution to our overall business success, and to better align salaries with overall leadership responsibilities.
Annual Cash Incentive Bonuses
•Our annual cash incentive award plan is intended to motivate and reward our executives for the achievement of certain short-term strategic and business goals for the Company.
•Variable compensation paid in cash creates “pay for performance” culture.
•Performance metrics evaluated annually for alignment with strategy.
•We generally target the 50th percentile for annual cash incentive bonus target levels within our peer group, and allow for adjustments based on factors specific to the individual executive
•In 2023, corporate performance goals were based on demonstrating the value of our lead onvansertib clinical program in RAS mutated mCRC including launching a trial in first-line, strengthening the onvansertib pipeline with additional indications and further optimizing onvansertib chemistry, manufacturing and controls.
Long-Term Equity Incentives
•Long-term equity incentives are awarded to encourage executives and other employees to focus on long-term company performance, to promote retention, and to reward outstanding company and individual performance.
•Stock options align Management's interest with long-term stockholder value creation because value is only created if our stock price increases.
•We generally target the 60th percentile for long term equity incentives within our peer group, and allow for adjustments based on factors specific to the individual executive.
•In 2023 our Compensation Committee approved stock option grants to our executive officers. The options vest over a 4 year period. 25% vest at the anniversary of the grant date and the remainder over 36 monthly equal installments. The Committee believes that options represent an efficient method of linking executive and stockholder experiences while promoting long term growth in stockholder value.



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Base Salary

Annual base salaries compensate our executive officers for fulfilling the requirements of their respective positions and provide them with a level of cash income predictability and stability with respect to a portion of their total compensation. We believe that the level of an executive officer’s base salary should reflect the executive’s performance, experience and breadth of responsibilities, our understanding of salaries for similar positions within our industry and peer group and any other factors relevant to that particular position.

Base salaries are typically negotiated at the outset of an executive’s employment. Salary levels are considered annually as part of our performance review process, but also in cases including promotion or other changes in the job responsibilities of an executive officer. For named executive officers, initial base salaries generally are established in connection with negotiation of an offer of employment and an employment agreement. Following initial setting of base salaries, they are typically reevaluated in connection with promotion or increased responsibilities, employee’s merit and Company-wide general increases.

Named Executive Officers Change in Base Salary

Name and Position2023 Salary ($)2022 Salary ($)Change from 2022 (%)
Mark Erlander, CEO592,800570,0004%
Fairooz Kabbinavar, CMO(1)
480,000N/AN/A
James Levine, CFO457,470439,8754%
(1) Dr. Kabbinavar's employment began at the end of January 2023, the above reflects his annual salary.

Annual Performance Cash Bonuses

We design our annual cash incentive programs to be competitive in relation to the market. We monitor the market and adjust our cash incentive programs as needed. Our cash incentive programs are designed to motivate employees to achieve overall company goals and individual goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved and to be easy to understand and administer.

Each year, the Compensation Committee recommends, and the Board approves and establishes, the target cash incentive opportunity for each executive officer assuming full achievement of certain significant corporate goals and individual goals that are also reviewed and approved by the Board. The following table shows the possible cash bonus incentive for each of our current named executive officers for fiscal 2023, (each expressed as a percentage of annual base salary) and the actual dollar awarded, based on the Compensation Committee's assessment that we achieved 86% of our corporate goals and the achievement of individual goals:

Name and PositionYearBonus PotentialCash incentive % of Annual Salary Actually EarnedCash Incentive Bonus Actually Earned ($)
Mark Erlander, CEO202355%47%$280,394
202255%47%$266,475
Fairooz Kabbinavar, CMO202345%37%$177,120
James Levine, CFO202345%40%$182,805
202245%38%$168,252

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The 2023 annual performance cash bonus was approved by the Compensation Committee based on our achievement of a set of measurable, detailed goals. In the table below, we present an abbreviated list of the 2023 corporate goals to align with our current public disclosure, as well as the Compensation Committee’s assessment of our goal attainment:

Abbreviated Goal% AvailableCompensation Committee assessment
Create Short to Mid-Term Value: Demonstrate the value of lead onvansertib first-line RAS mutated mCRC clinical program
•Clinical operations
•Regulatory activities
•Trial reporting
46%The Compensation Committee’s assessment of goal achievement was based on FDA interactions and first-line trial start-up as well as clinical data releases and the release of the clinical development plan in August and September 2023.
Create Long-Term Value: Strengthen onvansertib pipeline with additional indications
•Evaluate additional indications
•Initiate new clinical trials
19%The Compensation Committee’s assessment of goal achievement was based on a detailed review of initiation and enrollment in clinical trials outside of mCRC, and additional preclinical activity.
Building the Future: Optimize onvansertib chemistry, manufacturing and controls (CMC) and lifecycle plan23%The Compensation Committee’s assessment of goal achievement was based on progress made in CMC-related programs.
Maintain Ongoing Operations: Conduct the internal and external investor-focused and partner-focused operations to maximize shareholder value.12%The Compensation Committee's assessment of the goal achievement was based on defined parameters for investor and partner interactions, and Total Shareholder Return over the year.
100%

Based on the above assessment, the Compensation Committee determined that we achieved 86% of our corporate goals for 2023. The actual bonus payout for executives was calculated based on the achievement of corporate goals as well as individual goals.

Long-term Equity Incentive Awards

We grant stock options, pursuant to the 2021 Omnibus Equity Incentive Plan ("2021 Plan") to our employees within a competitive range of the market to complement cash salaries and cash incentives, incentivize all employees to achieve our corporate and strategic goals, and align executive compensation with the long-term interests of our stockholders. We historically provided stock option grants to our named executive officers upon their initial hiring, as negotiated in their employment agreements or offer letters, and on an annual basis thereafter. The Compensation Committee has the discretion to grant stock option awards and restricted stock awards to promote high performance and achievement of our corporate objectives by our executives at any time of the year. The Compensation Committee does not currently have a policy for the automatic awarding of equity awards to the named executive officers or our other employees, nor do we have any formal plan that requires us to award equity or equity-based compensation to any executive on a year-to-year basis. However, it has been our practice to grant awards annually in the first quarter of the fiscal year. The grant date is established when the Compensation Committee approves the grant and all key terms have been determined.

In granting these awards, the Compensation Committee may establish any conditions or restrictions it deems appropriate in accordance with the 2021 Omnibus Equity Incentive Plan, as the case may be. Our Chief Executive Officer typically provides recommendations to the Compensation Committee for equity grants to the executive officers, taking into account each executive’s performance, achievements, and other criteria deemed relevant. The Compensation Committee, working closely with Aon, reviews the proposed grants, but reserves the right to reject or modify such recommendations.

We size equity grants based on market data that expresses the awards as a percent of common shares outstanding. This sizing approach is helpful to ensure that the dilutive effects of the grants are balanced against the desire to provide employees with appropriate incentives for long-term value creation. The exercise price of the stock options will equal the closing price of our common stock published by Nasdaq on the date of the grant and the term of the options will be 10 years from the date of the grant. The options have a vesting term of four years, with 25% vesting at the first anniversary of the date of grant and the remaining amount vesting in 36 equal monthly installments thereafter.

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Equity awards granted to our named executive officers for fiscal 2023 and certain prior years are reported in the Summary Compensation Table included under the heading “Summary Compensation Table” on page 37 of this Proxy Statement.

Inducement Grants

Since 2021, we have utilized inducement grants in accordance with Nasdaq Listing Rule 5635(c)(4) at the time of hire for named executive officers and non-employee directorsother key hires. The size of the inducement grants is based on competitive market data provided to us by Aon, and is negotiated as part of the executives offer letter or employment agreement. The vesting terms and expiration date of the inducement grants generally are the same as options granted under the 2021 Plan.

In connection with Dr. Kabbinavar joining Cardiff Oncology, the Company’s Board of Directors approved the grant of non-qualified stock options to purchase 425,000 shares of Cardiff Oncology common stock outside of the Cardiff Oncology 2021 Omnibus Equity Incentive Plan. The stock option was granted as an inducement material to Dr. Kabbinavar becoming an employee of Cardiff Oncology in accordance with Nasdaq Listing Rule 5635(c)(4). The option was granted as of January 4, 2016,30, 2023, and has an exercise price of $1.75 per share, the closing price on the grant date. The option vests over four years with 25% vesting after 12 months and the remaining shares vesting monthly over the following 36-months, subject to stockholder approvalDr. Kabbinavar’s continued employment with Cardiff Oncology on such vesting dates.

Benefit Plans

In addition to financial compensation, we also provide all employees, including the executive officers, with benefits including group life insurance, and health, vision and dental care insurance. All such benefits terminate at the time each individual is no longer employed with the Company or as otherwise provided in the applicable employment agreement. All of our named executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees. We maintain a 401(k) defined contribution plan, which is our primary retirement benefit for employees, including executives. Although permitted under the plan, we have not matched employee contributions to the 401(k) plan. We do not provide our executive officers with any type of defined-benefit retirement plan or the opportunity to defer compensation pursuant to a non-qualified deferred compensation plan. We do not offer our named executive officers any material compensation in the form of perquisites.

Other Compensation Practices

Clawback Policy

In 2023, the Compensation Committee resolved to adopt a recoupment or “clawback” policy for annual cash incentive awards, long-term incentive awards (including stock options and restricted stock) and any other incentive awards paid to executive officers under certain circumstances. Our clawback policy provides that in the event the Company determines it must restate its financial results as reported in a Form 10-K, Form 10-Q or other report filed with the Securities and Exchange Commission to correct an accounting error due to material noncompliance with any financial reporting requirement under the U. S. federal securities laws (a Restatement), the Company will seek to recover, at the direction of the Compensation Committee after it has reviewed the facts and circumstances that led to the requirement for the Restatement and the costs and benefits of seeking recovery, incentive compensation (cash and equity-based) awarded or paid within one year following the filing of the financial report giving rise to the Restatement to a covered officer whose intentional misconduct caused or contributed to the need for the Restatement for a fiscal period if a lower award or payment would have been made to such covered officer based upon the restated financial results. The Committee will determine in its discretion the amount, if any, the Company will seek to recover from such covered officer.


Summary Compensation Table

The following table provides certain summary information concerning compensation awarded to, earned by or paid to our NEO's for fiscal year 2023.
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Name and Principal Position  Year  Salary ($)
Option Awards ($) (2)
 
Non-Equity Incentive Plan Compensation ($)(1)
 Total ($)
Mark Erlander, CEO2023594,400 672,978 280,394 1,547,772 
  2022  570,600 753,272  266,475  1,590,347 
Fairooz Kabbinavar, CMO2023443,865 601,468 (3)212,120 1,257,453 
James Levine, CFO2023459,236 275,678 182,805 917,719 
2022440,475 350,752 168,252 959,479 

(1)The amounts in this Proposal 4.

Name and Position(s)
 Dollar
value ($)(1)		 Number of
Shares of
Subject to
Option(2)		 

Antonius Schuh, Ph.D., Former Chief Executive Officer and Director

 $1,509,307  450,000(3)

Stephen Zaniboni, Former Chief Financial Officer

  503,102  150,000(4)

Mark Erlander, Ph.D., Chief Scientific Officer

  503,102  150,000(4)

Matthew L. Posard, Executive Vice President and Chief Commercial Officer

  503,102  150,000(4)

Executive Officer Group

  3,018,613  900,000 

Non-Employee Director Group

  311,057  96,000(5)

Non-Executive Officer Employee Group

  —  — 
column relate to he Annual Performance Cash Bonuses, described above in the summary of compensation practices, earned by the Named Executive Officers in 2023 and 2022.
(1)

(2)Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts represent the aggregate grant date fair value of stock option awards determined in accordance with Financial Accounting Standards Board ("FASB"(“FASB”) Accounting Standards Codification ("ASC"(“ASC”) Topic 718. The valuation assumptions used in determining these2023 and 2022 amounts are described in Note 5 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Our named executive officers and non-employee directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options on the date the options are exercised.

(2)
Each stock option has an exercise price of $5.18 per share and an expiration date of January 4, 2026 and was granted subject to stockholder approval of the amendment to the 2014 Plan to increase the number of shares authorized for issuance pursuant to the 2014 Plan. If our stockholders do not approve an amendment to increase the number of shares issuable pursuant to

    the 2014 Plan to at least 7,500,000 shares by January 4, 2017, these grants to our executive officers and non-employee directors will be automatically cancelled.

(3)
9,375 shares subject to the option vest each month following the grant date, subject in each case to Dr. Schuh continuing to provide services to us through each such vesting date.

(4)
3,125 shares subject to the option vest each month following the grant date, subject in each case to the executive officer continuing to provide services to us through each such vesting date.

(5)
Represents stock options to purchase an aggregate of 16,000 shares that were granted to each of our non-employee directors. Each stock option will vest in full on January 4, 2017, the one year anniversary of the date of grant, subject in each case to the non-employee director continuing to provide services to us through such vesting date.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

        The following table summarizes information about our equity compensation plans as of December 31, 2015.

 
 Number of
Shares of
Common
Stock to be
Issued upon
Exercise of
Outstanding
Options		 Weighted-
Average
Exercise
Price of
Outstanding
Options		 Number of
Options Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (excluding
securities
reflected in
column (a))		 
 
 (a)
 (b)
 (c)
 

Equity Compensation Plans Approved by Stockholders

  6,894,464 $5.47  1,361,832 

Equity Compensation Plans Not Approved by Stockholders(1)

  54,166  3.35  — 
​​​ ​ ​​ ​ ​​ ​ ​

Total

  6,948,630  5.45  1,361,832 
​​​ ​ ​​ ​​​ ​ ​
​​​​​​​​​​​
​​​ ​ ​​ ​ ​​​ ​
(1)
Represents the following options to purchase common stock granted on November 17, 2010: (a) an option to purchase 8,333 shares with an exercise price of $3.00 per share, (b) an option to purchase 33,333 shares with an exercise price of $3.00 per share, and (c) an option to purchase 12,500 shares with an exercise price of $4.50 per share. All the options were vested in full on the date of grant and will expire on November 17, 2020.

Vote Required

        The affirmative vote of a majority of the shares (by voting power) present in person at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting is required to approve the amendment to the 2014 Plan.

Board Recommendation

THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2014 PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM 5,000,000 TO 7,500,000 SHARES.


Executive Officers

        The names of our executive officers and their ages as of March 30, 2016, positions, and biographies are set forth below. Dr. Adams' background is discussed under the section "Information with Respect to Director Nominees".

Name
AgePosition

Thomas H. Adams, Ph.D. 

73Chief Executive Officer and Chairman

Mark Erlander, Ph.D. 

56Chief Scientific Officer

Matthew L. Posard

48Executive Vice President and Chief Commercial Officer

        Mark Erlander, Ph.D.    Mark Erlander, Ph.D., has been our Chief Scientific Officer since March 2013. Dr. Erlander has more than 18 years of experience directing and leading research and development for gene discovery, with a strong focus on molecular diagnostics. Prior to joining Trovagene, Dr. Erlander was Chief Scientific Officer at bioTheranostics (a bioMerieux company) a molecular diagnostic testing company that is focused on clinical applications in oncology, from September 2008 to February 2013. From March 2013 to March 2014, Dr. Erlander served as Chief Scientific Officer of Gensignia Life Sciences, Inc., a molecular diagnostics company. Previously, Dr. Erlander was a group leader and subsequently a research fellow at the R.W. Johnson Pharmaceutical Research Institute (Johnson & Johnson). He was also an assistant member and postdoctoral fellow at The Scripps Research Institute in the Department of Molecular Biology. Dr. Erlander holds a BS degree in Biochemistry from the University of California, Davis; an MS degree in Biochemistry from Iowa State University; and a Ph.D. in Neuroscience from the University of California, Los Angeles. Dr. Erlander is an accomplished researcher with 32 issued U.S. patents and 38 U.S. patent applications, and is a lead or contributing author on more than 70 scientific papers and review articles.

        Matthew L. Posard.    Matthew L. Posard joined us as our Chief Commercial Officer (and Executive Vice President) in March 2015 with current responsibilities for commercial and technical operations. Reporting to Mr. Posard are the Chief Technical Officer, VP of Marketing, VP of Sales, and VP of Corporate Development. Prior to joining Trovagene, Mr. Posard held multiple executive leadership roles at Illumina, Inc. from 2006 to 2015. Mr. Posard served in commercial roles including VP of marketing and then VP of global sales where he led Illumina to its first $1 billion in revenue. Mr. Posard also served as senior vice president and general manager of Illumina's new and emerging market opportunities business as well as the general manager of its translational and consumer genomics business. From 1999 to 2006, Mr. Posard held commercial leadership roles in sales and marketing at Biosite Inc., where he was instrumental in the successful introduction of the company's B-type natriuretic peptide (BNP) congestive heart failure biomarker and its BNP co-marketing collaboration with Beckman Coulter. Additionally, Mr. Posard held various positions in strategic and product marketing at Gen-Probe, Inc. from 1992 to 1999, helping the company attain leading market positions in DNA probe-based infectious disease diagnostics and aiding its introduction into blood banking. Mr. Posard currently serves on the board of directors of both Halozyme Therapeutics, Inc. Envision Genomics, Inc., and Slip Chip Corporation. Mr. Posard holds a bachelor's degree in quantitative economics and decision science from the University of California, San Diego.



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

        Based on a review of the copies of such forms received, we believe that during 2015, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.



EXECUTIVE COMPENSATION

Compensation Committee Report

The following Compensation Committee Report shall not be deemed to be "soliciting material," deemed "filed" with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Compensation Committee Report shall not be incorporated by reference into any such filings.

        The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based on this review and these discussions, the Compensation Committee recommended to the Board of Directors that the following Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee
Dr. Paul Billings
Dr. Rodney S. Markin
Dr. Stanley Tennant
Gary S. Jacob, Ph.D.

Compensation Discussion and Analysis

Overview

        We compete with many other medical diagnostic companies in seeking to attract and retain a skilled work force. To meet this challenge, we have developed our compensation structure to enable our management to make decisions regarding our compensation programs, to manage these programs, and to effectively communicate the goals of these programs to our employees and stockholders.

        Our compensation philosophy is to offer our employees compensation and benefits that are competitive and that meet our goals of attracting, retaining and motivating highly skilled employees so that we can achieve our financial and strategic objectives.

        Utilizing this philosophy, our compensation programs are designed to:

    •
    be "market-based" and reflect the competitive environment for personnel;

    •
    stress our "pay for performance" approach to managing pay levels;

    •
    share risks and rewards with employees at all levels;

    •
    be affordable, within the context of our operating expense model;

    •
    align the interests of our employees with those of our stockholders;

    •
    reflect our values; and

    •
    be fairly and equitably administered.

        In addition, as we administer our compensation programs, we plan to:

    •
    evolve and modify our programs to reflect the competitive environment and our changing business needs;

    •
    focus on simplicity, flexibility and choice wherever possible;

    •
    openly communicate the details of our programs with our employees and managers to ensure that our programs and their goals are understood; and

    •
    provide our managers and employees with the tools they need to administer our compensation programs.

Role of Compensation Consultant

        The Compensation Committee has the power to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2015, the Compensation Committee engaged Barney & Barney, LLC ("Barney & Barney") as its independent executive and Board compensation consultant. Barney & Barney, who reports directly to the Compensation Committee and not to management, is independent from us, has not provided any services to us other than to the Compensation Committee, and receives compensation from us only for services provided to the Compensation Committee. The Compensation Committee assessed the independence of Barney & Barney pursuant to SEC rules and concluded that the work of Barney & Barney has not raised any conflict of interest.

        Barney & Barney reviews and advises on all principal aspects of the executive and Board compensation program. Its main responsibilities are to:

    ���
    advise on alignment of pay and performance;

    •
    review and advise on executive total compensation, including base salaries, short- and long-term incentives, associated performance goals, and retention and severance arrangements;

    •
    advise on trends in executive compensation;

    •
    advise on Board and Board committee compensation;

    •
    provide recommendations regarding the composition of our peer group;

    •
    analyze peer group proxy statements, compensation survey data and other publicly available data (and apply its experience with other companies to this analysis); and

    •
    perform any special projects requested by the Compensation Committee.

        Barney & Barney has attended the Compensation Committee's meetings, including executive sessions at which management is not present. Barney & Barney communicates regularly with the Compensation Committee's Chairman outside of Compensation Committee meetings, and also meets with management to gather information and review proposals. Barney & Barney is expected to remain the Compensation Committee's independent consultant until determined otherwise by the Compensation Committee or Barney & Barney.

The Compensation Setting Process

        We conducted a say-on-pay vote at our 2013 Annual Meeting of Stockholders and approximately 98% of the votes cast on the say-on-pay proposal were voted for approval of the 2012 executive compensation. In determining our 2015 executive compensation program, the Compensation Committee reviewed the results of the say-on-pay vote and concluded that changes to the program were not desired by our stockholders for 2015. Therefore, our 2015 executive compensation approach was overall generally in line with the executive officer compensation approach previously approved by our stockholders.

Elements of Our Compensation Program

        As a total rewards package, we design our compensation program to enable us to attract and retain talented personnel. The individual elements of our compensation program serve to satisfy this larger goal in specific ways as described below.


        We design base pay to provide the essential reward for an employee's work, and our base pay levels are intended to be competitive in attracting talent. Once base pay levels are initially determined, increases in base pay are provided to recognize an employee's specific performance achievements. Consistent with our compensation philosophy, we implement a "pay for performance" approach that provides higher levels of compensation to individual employees whose results merit greater rewards. Our managers typically make performance assessments throughout the year and provide ongoing feedback to employees, provide resources and maximize individual and team performance levels.

        We design equity-based compensation, including stock options, to ensure that we have the ability to retain talent over a longer period of time and to provide optionees with a form of reward that aligns their interests with those of our stockholders.

        We also utilize various forms of variable compensation, including cash bonuses, that allow us to remain competitive with other companies while providing upside potential to those employees who achieve outstanding results.

        Core benefits, such as our basic health benefits, are designed to provide a stable array of support to employees and their families.

        The four key elements of our compensation structure are:

    •
    base pay;

    •
    variable pay;

    •
    equity-based pay; and

    •
    benefits.

        Consistent with our compensation philosophy, we have structured each element of our rewards package as follows:

    Base Pay

        We create a set of base pay structures that are both affordable and competitive in relation to the market. We continuously monitor base pay levels within the market and make adjustments to our structures as needed. In general, an employee's base pay level should reflect the employee's overall sustained performance level and contribution to our company over time. We seek to structure the base pay for our top performers to be aggressive in relation to the market.

        In setting 2015 base pay for our named executive officers (other than Mr. Posard, who joined us in March 2015), the Compensation Committee had available a compensation assessment prepared by Barney & Barney in December 2014 (the "December 2014 Study"). The competitive market data was obtained from the SEC filings of a peer group comprised of the 22 publicly-traded companies listed below, with a focus on companies in the life sciences industry with an emphasis on medical diagnostics, had fewer than 150 employees, had revenues of less than $50 million and had a market capitalization of


less than $300 million as of December 2014. The following were identified as comparable peer companies for the December 2014 Study:

Argos Therapeutics,
Inc.		BIND Therapeutics,
Inc.		CareDx, Inc.Cellular Dynamics
International, Inc.
Curis, Inc.CytRx CorporationEndocyte, Inc.EPIRUS
Biopharmaceuticals, Inc.
GenMark
Diagnostics, Inc.		Hemispherx
Biopharma, Inc.		Idera
Pharmaceuticals, Inc.		Imprimis
Pharmaceuticals, Inc.
Loxo Oncology, Inc.Mirati
Therapeutics, Inc.		NanoString
Technologies, Inc.		OncoGenex
Pharmaceuticals
Oncothyreon Inc.Roka BioScience, Inc.Sorrento
Therapeutics, Inc.		StemCells, Inc.
T2 Biosystems, Inc.Veracyte, Inc.

        The Compensation Committee considers compensation data from the peer companies to the extent the executive positions at these companies are considered comparable to Trovagene positions and informative of the competitive environment. Compensation data for the peer group were collected from available proxy-disclosed data. This information was gathered and analyzed for the 25th, 50th and 75th percentiles for annual base salary, short-term incentive pay elements and long-term incentive pay elements.

        Based on a review of Dr. Schuh's individual performance since joining us in October 2011 and the competitive market base pay data for CEOs included in the peer group in the December 2014 Study, the Compensation Committee set Dr. Schuh's 2015 base pay at $470,000 (slightly above $446,200, the 50th percentile of the peer group CEOs).

        After considering the competitive market base pay data for CFOs included in the peer group in the December 2014 Study and Mr. Zaniboni's contributions to the Company since joining us in January 2012, the Compensation Committee set Mr. Zaniboni's 2015 base pay at $325,000 (slightly above $313,400, the 50th percentile of the peer group CFOs).

        In setting Dr. Erlander's 2015 base pay, the Compensation Committee considered his unique background and expertise and the significant contributions Dr. Erlander has made since joining us in March 2013 After considering these factors, the Compensation Committee set Dr. Erlander's 2015 base pay at $360,000 (above $336,400, the 75th percentile of the peer group executives with positions similar to chief scientific officer).

        Mr. Posard joined us in March 2015 and therefore the December 2014 Study did not include an analysis of peer group compensation for positions similar to chief scientific officer. Mr. Posard's 2015 base pay of $325,000 was based on negotiations between the Company and Mr. Posard, with the Company taking into account his background and qualifications and the nature of his position.

    Variable Pay

        We design our variable pay programs to be both affordable and competitive in relation to the market. We monitor the market and adjust our variable pay programs as needed. Our variable pay programs, such as our bonus program, are designed to motivate employees to achieve overall goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved and to be easy to understand and administer.


    2015 Bonuses

        In March 2015, the Compensation Committee adopted the following performance objectives for the 2015 bonus program for our named executive officers:

    •
    Validation of CLIA assay tests for at least 11 indications;

    •
    Achievement of at least $500,000 of recognizable revenue;

    •
    Publication of 3 manuscripts;

    •
    Business development progress;

    •
    Commercialization progress; and

    •
    Company financings resulting in aggregate gross proceeds to the Company of $20 million.

        In making its determination as to whether our named executive officers achieved their performance objectives for awarding 2015 bonuses under our bonus program, the Compensation Committee looked at the above-mentioned performance objectives in totality and what the achievement of those performance objectives meant to us and our business. The Compensation Committee did not assign actual levels of achievement to each objective, but determined that, on a whole, 90% of the corporate goals were met during 2015. Accordingly, on December 8, 2015, the Compensation Committee approved the following bonuses for our named executive officers:

    •
    a bonus of $211,500 for Dr. Schuh,

    •
    a bonus of $146,250 for Mr. Zaniboni,

    •
    a bonus of $162,000 for Dr. Erlander, and

    •
    a bonus of $116,199 for Mr. Posard.

        The bonus amounts awarded to each of our named executive officers for 2015 were equal to 45% of the named executive officer's base compensation (90% of each named executive officer's target bonus of 50% of his base compensation).

    Equity-Based Rewards

        We design our equity programs to be both affordable and competitive in relation to the market. We monitor the market and applicable accounting, corporate, securities and tax laws and regulations and adjust our equity programs as needed. Stock options and other forms of equity compensation are designed to reflect and reward a high level of sustained individual performance over time. We design our equity programs to align employees' interests with those of our stockholders.

        We did not grant any equity awards to our Chief Executive Officer, Chief Financial Officer or Chief Scientific Officer in fiscal 2015. In February 2015, we approved an option to purchase 500,000 shares of our common stock to Mr. Posard, our Executive Vice President and Chief Commercial Officer, in connection with Mr. Posard agreeing to an offer letter with the Company See "Grants of Plan-Based Awards During Fiscal Year 2015" below for additional detail regarding this option grant.

    Benefits Programs

        We design our benefits programs to be both affordable and competitive in relation to the market while conforming with local laws and practices. We monitor the market, local laws and practices and adjust our benefits programs as needed. We design our benefits programs to provide an element of core benefits and, to the extent possible, offer options for additional benefits, be tax-effective for employees in each country and balance costs and cost sharing between us and our employees.


        In order to encourage a long-term perspective and to encourage key employees to remain with us, our stock options typically have annual vesting over a four-year period and a term of ten years. Generally, vesting and exercise rights cease three months after termination of services. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents.

    Timing of Equity Awards

        Only the Compensation Committee may approve stock option grants to our executive officers. Stock options are generally granted at predetermined meetings of the Compensation Committee. On limited occasions, a grant may be made pursuant to a unanimous written consent of the Compensation Committee, which occurs primarily for the purpose of approving a compensation package for a newly hired or promoted executive. The exercise price of a newly granted option is the closing price of our common stock on the date of grant.

    Executive Equity Ownership

        We encourage our executives to hold a significant equity interest in our company. However, we do not have specific share retention and ownership guidelines for our executives.

    Performance-Based Compensation and Financial Restatement

        We have not considered or implemented a policy regarding retroactive adjustments to any cash or equity-based incentive compensation paid to our executives and other employees where such payments were predicated upon the achievement of certain financial results that were subsequently the subject of a financial restatement.

    Severance and Change in Control Arrangements

        Several of our executives have employment and other agreements which provide for severance payment arrangements and/or acceleration of stock option vesting that would be triggered by an acquisition or other change in control of our company. See "Employment, Severance, Separation and Change in Control Agreements—Chief Executive Officer Compensation for Fiscal Year 2015—Schuh Employment Agreement", "Employment, Severance, Separation and Change in Control Agreements—Employment Agreements with Other Executive Officers" and "—Potential Payments Upon Termination or Change in Control" below for a description of the severance and change in control arrangements for our named executive officers.

    Effect of Accounting and Tax Treatment on Compensation Decisions

        In the review and establishment of our compensation programs, we consider the anticipated accounting and tax implications to us and our executives.

        Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), imposes a limit on the amount of compensation that we may deduct in any one year with respect to our chief executive officer and each of our next three most highly compensated executive officers, excluding the chief financial officer, unless certain specific and detailed criteria are satisfied. Performance-based compensation, as defined in the Code, is fully deductible if the programs are approved by stockholders and meet other requirements. In general, we have determined that we will not seek to limit executive compensation so that it is deductible under Section 162(m) of the Code. However, from time to time, we monitor whether it might be in our interests to structure our compensation programs to satisfy the requirements of Section 162(m) of the Code. We seek to maintain flexibility in compensating our executives in a manner designed to promote our corporate goals and, therefore, our Compensation Committee has not adopted a policy requiring that any or all compensation to be deductible. Our


Compensation Committee will continue to assess the impact of Section 162(m) of the Code on our compensation practices and determine what further action, if any, is appropriate.

    Role of Executives in Executive Compensation Decisions

        The Board and our Compensation Committee generally seek input from our Chief Executive Officer when discussing the performance of, and compensation levels for, executives other than himself. The Compensation Committee also works with our CEO and our Chief Financial Officer to evaluate the financial, accounting, tax and retention implications of our various compensation programs. Neither our CEO nor any of our other executives participates in deliberations relating to his compensation.

Compensation Risk Management

        We have considered the risk associated with our compensation policies and practices for all employees, and we believe we have designed our compensation policies and practices in a manner that does not create incentives that could lead to excessive risk taking that would have a material adverse effect on us for the following reasons:

    •
    We structure our compensation to consist of base pay, variable pay, equity-based pay and benefits. The base portion of compensation is designed to provide a steady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business measures. Our variable pay and equity-based pay programs are designed to reward both short- and long-term corporate performance. For short-term performance, our variable pay programs are designed to motivate employees to achieve overall goals. For long-term performance, our stock option awards generally vest over four years and are only valuable if our stock price increases over time. We believe that these variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior short- and long-term corporate results, while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so.

    •
    Our bonus program has been structured around attainment of overall corporate goals for the past several years and we have seen no evidence that it encourages unnecessary or excessive risk taking.


    SUMMARY COMPENSATION TABLE

            The following table provides certain summary information concerning compensation awarded to, earned by or paid to our Principal Executive Officer, our Principal Financial Officer and the two other highest paid executive officers whose total annual salary and bonus exceeded $100,000 (collectively, the "named executive officers") for fiscal year 2015.

    Summary Compensation Table 
    Name and Principal Position
    		 Year Salary ($) Non-Equity
    Incentive Plan
    Compensation
    ($)(1)    		 Option
    Awards
    ($)(2)    		 Total ($) 

    Dr. Antonius Schuh, Former CEO(3)

    		  2015  470,000  211,500  —  681,500 

    		  2014  385,000  154,000  399,999  938,999 

    		  2013  323,125  210,000  1,212,964  1,746,089 

    Stephen Zaniboni, Former CFO(4)

    		  
    2015    		  
    317,708    		  
    146,250    		  
    —    		  
    463,958    		 

    		  2014  242,000  96,800  263,400  602,200 

    		  2013  201,750  132,000  492,727  826,477 

    Dr. Mark Erlander, CSO(5)

    		  
    2015    		  
    372,246    		  
    162,000    		  
    —    		  
    534,246    		 

    		  2014  298,769  131,200  921,400  1,351,369 

    		  2013  169,692  100,000  1,366,187  1,635,879 

    Matthew Posard, CCO(6)

    		  
    2015    		  
    256,250    		  
    116,199    		  
    1,818,826    		  
    2,191,275    		 
    (1)
    The amounts in this column relate to amounts earned by the Named Executive Officers in 2015, 2014 and 2013, as applicable, pursuant to our variable pay program described above under "Elements of our Compensation Program—Variable Pay".

    (2)
    Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts represent the aggregate grant date fair value of stock option awards determined in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. The valuation assumptions used in determining 2015, 2014 and 2013 amounts are described in Note 56 to our financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2015, 20142023 and 2013. Our named executive officers will only realize compensation2022. The exercise price and number of stock options granted to NEO's for fiscal 2023 and certain prior years are reported in the extentOutstanding Equity Awards Table included under the trading priceheading “Outstanding Equity Awards at Fiscal Year-End” on page 39 of our commonthis Proxy Statement.

    (3)Dr. Kabbinavar was hired in January 2023, and, as part of Dr. Kabbinavar's employment agreement, he was awarded a new-hire inducement grant of 425,000 non-qualified stock is greater than theoptions, with an exercise price of such stock$1.75. These options will vest over four years. The number of options granted was based on the date the options are exercised.

    (3)
    Dr. Schuh was terminated as CEO for cause on March 28, 2016.

    (4)
    Mr. Zaniboni was terminated as CFO for cause on March 28, 2016.

    (5)
    Dr. Erlander was appointed CSO on March 4, 2013.

    (6)
    Mr. Posard agreed to an offer letter with the Company on February 9, 2015.
    competitive market at time of hire.




    38

    Table of Contents
    GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2015

            The following table shows for fiscal year 2015, certain information regarding grants of plan-based awards to one of our Named Executive Officers:


    Grants of Plan-Based

    Outstanding Equity Awards in 2015

    Named Executive Officer(1)
    		 Grant
    Date    		 All Other Option
    Awards: Number of
    Securities Underlying
    Options (#)    		 Exercise Price
    Per Share ($/Sh)    		 Grant Date Fair
    Value of
    Option Awards
    ($)(2)    		 

    Matthew Posard

    		  2/17/2015  500,000(3)$5.39 $1,818,826 
    at Fiscal Year-End
    (1)
    During 2015, no grants of plan-based awards were made to any of our named executive officers other than Mr. Posard.

    (2)
    Amount shown in this column does not reflect dollar amounts actually received by our named executive officer. Instead, this amount represents the aggregate grant date fair value of the stock option awards determined in accordance with FASB ASC Topic 718. The valuation assumptions used in determining the amount is described in Note 5 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Our named executive officer will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options on the date the options are exercised.

    (3)
    125,000 of the shares of common stock subject to the option vested or will vest on each of March 16, 2016, March 16, 2017, March 16, 2018 and March 16, 2019.



    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    The following table sets forth information for the named executive officers regarding the number of shares subject to both exercisable and unexercisable stock options as well as the exercise prices and expiration dates thereof, as of December 31, 2015.2023. Except for the options set forth in the table below, no other equity awards were held by any of our named executive officers as of December 31, 2015.

    Outstanding Equity Awards at December 31, 2015
     
    		 Option Awards(1)
    Name
    		 Option
    Award
    Grant Date    		 Number of
    Securities
    Underlying
    Unexercised
    Options (#)
    Exercisable    		 Number of
    Securities
    Underlying
    Unexercised
    Options (#)
    Unexercisable    		 Option
    Exercise
    Price ($)    		 Option
    Expiration
    Date

    Dr. Antonius Schuh

    		 10/4/2011  633,333  — $3.00 10/4/2021

    		 6/24/2013  100,000  100,000 $6.00 6/24/2023

    		 12/11/2013  25,000  25,000 $5.53 12/11/2023

    		 12/11/2014  43,750  131,250 $4.39 12/11/2024

    Stephen Zaniboni

    		 

    2/1/2012

    		  
    125,001    		  
    41,666    		 
    $
    3.60    		 

    2/1/2022

    		 6/24/2013  30,000  30,000 $6.00 6/24/2023

    		 12/11/2013  25,000  25,000 $5.53 12/11/2023

    		 12/11/2014  15,000  45,000 $4.39 12/11/2024

    Dr. Mark Erlander

    		 

    9/13/2012

    		  
    5,000    		  
    —    		 
    $
    2.84    		 

    9/13/2022

    		 12/10/2012  10,000  — $4.87 12/10/2022

    		 1/28/2013  100,000  100,000 $7.04 1/28/2023

    		 12/11/2013  50,000  50,000 $5.53 12/11/2023

    		 7/16/2014  50,000  150,000 $3.29 7/16/2024

    		 12/11/2014  15,000  45,000 $4.39 12/11/2024

    Matthew Posard

    		 

    2/17/2015

    		  
    —    		  
    500,000    		 
    $
    5.39    		 

    2/17/2025

    2023.
       
    Option Awards(1)
    NameNew Hire or Promotion-based Grant  Number of Securities
    Underlying Unexercised Options (#)
    Exercisable    		 Number of Securities
    Underlying Unexercised Options (#)
    Unexercisable    		 Option
    Exercise Price ($)    		 Option
    Expiration Date
    Mark Erlander  2,778  —  236.88  7/16/2024
       834  —  316.08  12/11/2024
       2,084  —  372.96  1/4/2026
    5,348 — 61.20 8/22/2027
    9,336 — 21.60 1/23/2028
    134,203 — 2.48 6/20/2029
    221,241 — 2.60 6/17/2030
    X271,920 163,152 (2)7.98 6/10/2031
    161,931 208,197 (3)2.50 3/9/2032
    — 482,064 (4)1.72 3/15/2033
    Fairooz KabbinavarX— 425,000 (5)1.75 1/30/2033
    James LevineX235,625 154,375 (6)6.55 7/12/2031
    74,382 95,634 (7)2.50 3/9/2032
    — 197,472 (8)1.72 3/15/2033
    (1)
    For each named executive officer, the shares listed in this table are subject to a single stock option award carrying the varying exercise prices as set forth herein. For unvested stock options, the shares subject to each stock option vest over a four-year period, with 25% of the shares subject to the option vesting on each anniversary of the grant date, with partial or full vesting under certain circumstances upon a change in control of Trovagene or various events specified in the named executive officer's employment agreement, if applicable. The option awards remain exercisable until they expire ten years from the date of grant, subject to earlier expiration following termination of employment.


    (2)9,064 will vest monthly from January 10, 2023 through June 10, 2025. The employee was promoted to CEO in 2020 and subsequently received a higher stock option grant in 2021.

    (3)7,711 will vest monthly from April 9, 2023 through March 9, 2026.

    (4)120,516 Stock Options will vest on March 15, 2024, and 10,043 will vest monthly from April 15, 2024 through March 15, 2027.

    (5)106,250 Stock Options will vest on January 30, 2024, and 8,854 will vest monthly from February 29, 2024 through January 30, 2027.

    (6)8,125 will vest monthly from January 12, 2023 through July 12, 2025.

    (7)42,504 Stock Options will vest on March 9, 2023, and 3,542 will vest monthly from April 9, 2023 through March 9, 2026.

    (8)49,638 Stock Options will vest on March 15, 2024, and 4,114 will vest monthly from April 15, 2024 through March 15, 2027.

    39
    Table of Contents
    OPTION EXERCISES AND STOCK VESTED

            During fiscal 2015, none of our named executive officers exercised any options and no stock awards vested.


    PENSION BENEFITS-NONQUALIFIED DEFINED CONTRIBUTION AND
    OTHER NONQUALIFIED DEFERRED COMPENSATION

            No pension benefits were paid to any of our named executive officers during fiscal 2015. We do not currently sponsor any non-qualified defined contribution plans or non-qualified deferred compensation plans.


    Employment Severance, Separation and Change in Control Agreements

    Chief Executive Officer Compensation for Fiscal Year 2015

    Prior Executive


    Mark Erlander Employment Agreement

            In 2011,


    On February 22, 2021, we entered into an executive agreement with Antonius Schuh, Ph.D. in which he agreed to serve as our Chief Executive Officer (the "Schuh Executive Agreement"). Under the Schuh Executive Agreement, Dr. Schuh's 2015 base salary was $470,000 per yearamended and he was eligible to receive a cash bonus of up to 50% of his base salary per year based on meeting certain performance objectives and bonus criteria. The Schuh Executive Agreement also provided that Dr. Schuh was eligible to receive a realization bonus upon the occurrence of certain events.

    Schuh Employment Agreement

            On January 1, 2016, we entered into anrestated employment agreement with Dr. SchuhErlander (the "Schuh“Erlander Employment Agreement"Agreement”), which replaced the Schuh Executive Agreement.. The term of the SchuhErlander Employment Agreement commenced on January 1, 2016February 22, 2021 and will continue until January 1, 2020,February 21, 2024, following which time the SchuhErlander Employment Agreement will be automatically renewed for successive one year periods at the end of each term, unless either party delivers written notice to the other party of their intent to not renew the agreement. Pursuant to the SchuhErlander Employment Agreement, Dr. Schuh's currentErlander’s base compensation is $488,000$533,000 per year. Dr. SchuhErlander is eligible to receive a cash bonus of up to 50%55% of his base salary per year based on meeting certain performance objectives and bonus criteria. Upon entering into the Schuh Employment Agreement, Dr. Schuh was granted 800,000 stock options, which have an exercise price of $5.18 per share. 350,000 of the options were vested upon grant and were granted in consideration for Dr. Schuh agreeing to eliminate the realization bonus provisions included in the Schuh Executive Agreement. 450,000 of the options vest on a monthly basis over 48 months from date of grant.


    If Dr. Schuh'sErlander’s employment is terminated by us for cause or as a result of Dr. Schuh'sErlander’s death or permanent disability, or if Dr. SchuhErlander terminates his employment agreement voluntarily, Dr. SchuhErlander will be entitled to receive a lump sum equal to (i) any portion of unpaid base compensation then due for periods prior to termination, (ii) any bonus earned but not yet paid or any options earned but not yet granted through the date of his termination, and (iii) all business expenses reasonably and necessarily incurred by Dr. SchuhErlander prior to the date of termination. If Dr. Schuh'sErlander’s employment is terminated by us without cause or by Dr. SchuhErlander for good reason, Dr. SchuhErlander will be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Dr. SchuhErlander of his employment voluntarily, in addition to (provided that Dr. SchuhErlander executes a written release with respect to certain matters) a severance payment equal to his base compensation for 2412 months from the date of termination and the bonus and any benefits that Dr. SchuhErlander would be eligible for during such 24-month12 month period. In addition, if Dr. Schuh'sErlander’s employment is terminated: (a) by us without cause within 12 months prior to a change of control (as defined in the SchuhErlander Employment Agreement) that was pending during such 12 month period, (b) by Dr. SchuhErlander for good reason within 12 months after a change of control, or (c) by us without cause at any time upon or within 12 months after a change of control, Dr. Schuh wouldErlander will be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Dr. SchuhErlander of his employment voluntarily, in addition to the severance payments due if Dr. Schuh'sErlander’s employment is terminated by us without cause or by Dr. SchuhErlander for good reason, and all of Dr. Schuh'sErlander’s unvested stock options and other equity awards would immediately vest and become fully exercisable (x) in the event a change of control transaction is pending, for a period of six months following the date of termination, and (y) in the event a change of control transaction is not then pending, for the period of time set forth in the applicable agreement evidencing the award.

            Dr. Schuh's employment agreement with the Company was terminated for cause on March 28, 2016.



    Employment Agreements with Other Executive Officers

    Agreements with Mr. Zaniboni

    Prior Executive Agreement with Mr. Zaniboni

            In 2012, we entered into an executive agreement with Steve Zaniboni in which he agreed to serve as our Chief Financial Officer (the "Zaniboni Executive Agreement"). Under the Zaniboni Executive Agreement, Mr. Zaniboni's 2015 base salary was $325,000 per year and he was eligible to receive a cash bonus of up to 50% of his base salary per year based on meeting certain performance objectives and bonus criteria.

    Fairooz Kabbinavar Employment Agreement with Mr. Zaniboni


    On January 1, 2016,30, 2023, we entered into an employment agreement with Mr. ZaniboniDr. Kabbinavar (the "Zaniboni“Kabbinavar Employment Agreement"Agreement”), which replaced the Zaniboni Executive Agreement.. The term of the ZaniboniKabbinavar Employment Agreement commenced on January 1, 201630, 2023 and will continue until January 1, 2020,February 2026, following which time the ZaniboniKabbinavar Employment Agreement will be automatically renewed for successive one year periods at the end of each term, unless either party delivers written notice to the other party of their intent to not renew the agreement. Pursuant to the ZaniboniKabbinavar Employment Agreement, Mr. Zaniboni's currentDr. Kabbinavar’s base compensation is $357,500$480,000 per year. Mr. ZaniboniDr. Kabbinavar is eligible to receive a cash bonus of up to 50%45% of his base salary per year based on meeting certain performance objectives and bonus criteria. Upon entering into the Zaniboni Employment Agreement, Mr. ZaniboniDr. Kabbinavar was granted 150,000awarded a new-hire inducement grant of 425,000 non-qualified stock options, which havewith an exercise price of $5.18 per share and$1.75. These options will vest over four years. The number of options granted was based on a monthly basis over 48 months from datethe competitive market at time of grant.

    hire.


    If Mr. Zaniboni'sDr. Kabbinavar’s employment is terminated by us for cause or as a result of Mr. Zaniboni'sDr. Kabbinavar’s death or permanent disability, or if Mr. ZaniboniDr. Kabbinavar terminates his employment agreement voluntarily, Mr. ZaniboniDr. Kabbinavar will be entitled to receive a lump sum equal to (i) any portion of unpaid base compensationBase Compensation then due for periods prior to termination,the effective date of termination; (ii) any bonusBonus and Options earned butand not yet paid or granted, as applicable, through the date of his termination,termination; and (iii) all business expenses reasonably and necessarily incurred by Mr. ZaniboniDr. Kabbinavar prior to the date of termination. If Mr. Zaniboni'sDr. Kabbinavar’s employment is terminated by us without cause or by Mr. ZaniboniDr. Kabbinavar for good reason, Mr. ZaniboniDr. Kabbinavar will be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Mr. ZaniboniDr. Kabbinavar of his employment voluntarily, in addition to (provided that Mr. ZaniboniDr. Kabbinavar executes a written release with respect to certain matters) a severance payment equal to his base compensation for 12 months from the date of termination and the bonus and any benefits that Mr. ZaniboniDr. Kabbinavar would be eligible for during such 12-month12 month period. In addition, if Mr. Zaniboni'sDr. Kabbinavar’s employment is terminated: (a) by us without cause within 12 months prior to a change of control (as defined in the ZaniboniKabbinavar Employment Agreement) that was pending during such 12 month period, (b) by Mr. ZaniboniDr. Kabbinavar for good reason within 12 months after a change of control, or (c) by us without cause at any time upon or within 12 months after a change of control, Mr. ZaniboniDr. Kabbinavar will be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Mr. ZaniboniDr. Kabbinavar of his employment voluntarily,
    40
    Table of Contents
    in addition to the severance payments due if Mr. Zaniboni'sDr. Kabbinavar’s employment is terminated by us without cause or by Mr. ZaniboniDr. Kabbinavar for good reason, and all of Mr. Zaniboni'sDr. Kabbinavar’s unvested stock options and other equity awards would immediately vest and become fully exercisable (x) in the event a change of control transaction is pending, for a period of six months following the date of termination, and (y) in the event a change of control transaction is not then pending, for the period of time set forth in the applicable agreement evidencing the award.

            Mr. Zaniboni's employment agreement with the Company was terminated for cause on March 28, 2016.



    Offer Letter with Dr. Erlander

            In January 2013,

    James Levine Employment Agreement

    On July 12, 2021, we entered into an offer letteremployment agreement with Mark Erlander, Ph.D., inMr. Levine (the “Levine Employment Agreement”). The term of the Levine Employment Agreement commenced on July 12, 2021 and will continue until July 12, 2024, following which he agreedtime the Levine Employment Agreement will be automatically renewed for successive one year periods at the end of each term, unless either party delivers written notice to serve as Chief Scientific Officer. Dr. Erlander's initial salary was $200,000the other party of their intent to not renew the agreement. Pursuant to the Levine Employment Agreement, Mr. Levine’s base compensation is $425,000 per year and was most recently increased to $374,400 per year in December 2015. Dr. Erlanderyear. Mr. Levine is eligible to receive a cash bonus of up to 50%45% of his base salary per year at the discretion of the Compensation Committee based on goals mutually agreed uponmeeting certain performance objectives and bonus criteria.

    If Mr. Levine’s employment is terminated by Dr. Erlander, the CEO and the Board. In connection with the commencementus for cause or as a result of Mr. Levine’s death or permanent disability, or if Mr. Levine terminates his employment on January 28, 2013, Dr. Erlander was granted a stock option to purchase 200,000 shares of common stock at an exercise price of $7.04. On December 11, 2013, we granted Dr. Erlander an additional stock option to purchase 100,000 shares of common stock at an exercise price of $5.53. We granted Dr. Erlander an additional stock option to purchase 200,000 shares of common stock at an exercise price of $3.29 on July 16, 2014. On December 11, 2014, we granted Dr. Erlander an additional stock option to purchase 60,000 shares of common stock at an exercise price of $4.39 per share. Each of the foregoing options vests annually over a four year period commencing on the grant date. If we terminate Dr. Erlander's employment without cause, he is entitled to severance benefits equal to six months of his base salary; provided that Dr. Erlander executes a written release.

    Offer Letter withagreement voluntarily, Mr. Posard

            In February 2015, we entered into an offer letter with Matthew Posard, in which he agreed to serve as Chief Commercial Officer commencing in March 2015. Mr. Posard's initial salary was $325,000 per year and was most recently increased to $338,000 per year in December 2015. Mr. Posard is eligible to receive a cash bonus of up to 50% of his base salary per year at the discretion of the Compensation Committee based on goals mutually agreed upon by Mr. Posard, the CEO and the Board. In connection with the commencement of his employment, on February 17, 2015, Mr. Posard was granted a stock option to purchase 500,000 shares of common stock at an exercise price of $5.39. The option vests in annually over a four year period commencing March 16, 2016. If we terminate Mr. Posard without cause, heLevine will be entitled to receive a lump sum equal to (i) any portion of unpaid Base Compensation then due for periods prior to the effective date of termination; (ii) any Bonus and Options earned and not yet paid or granted, as applicable, through the date of termination; and (iii) all business expenses reasonably and necessarily incurred by Mr. Levine prior to the date of termination. If Mr. Levine’s employment is terminated by us without cause or by Mr. Levine for good reason, Mr. Levine will be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Mr. Levine of his employment voluntarily, in addition to (provided that Mr. Levine executes a written release with respect to certain matters) a severance paypayment equal to his base compensation for 12 months from the date of termination and the bonus and any benefits that Mr. Levine would be eligible for during such 12 month period. In addition, if Mr. Levine’s employment is terminated: (a) by us without cause within 12 months prior to a change of control (as defined in the Levine Employment Agreement) that was pending during such 12 month period, (b) by Mr. Levine for good reason within 12 months after a change of control, or (c) by us without cause at any time upon or within 12 months after a change of control, Mr. Levine will be entitled to receive the amounts due upon termination of his employment by us for cause or as a result of his death or permanent disability, or upon termination by Mr. Levine of his employment voluntarily, in addition to the severance payments due if Mr. Levine’s employment is terminated by us without cause or by Mr. Levine for good reason, and all of Mr. Levine’s unvested stock options and other equity awards would immediately vest and become fully exercisable (x) in the event a change of control transaction is pending, for a severance period of up to 12six months or 50%following the date of termination, and (y) in the time he was employed by us, whatever periodevent a change of control transaction is less. Mr. Posard will only be eligible to receive severance paymentsnot then pending, for suchthe period of time as he remains unemployed following his termination without cause.


    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    set forth in the applicable agreement evidencing the award.


    Potential Payments Upon Termination or Change In Control

    Other than the provisions of the executive severance benefits to which our Named Executive Officersnamed executive officers would be entitled to at December 31, 20152023 as set forth above, we have no liabilities under termination or change in control conditions. We do not have a formal policy to determine executive severance benefits. Each executive severance arrangement is negotiated on an individual basis.


    The tablestable below estimateestimates the current value of amounts payable to our named executive officersofficer in the event that a termination of employment occurred on December 31, 2015.2023. The closing price of our common stock, as reported on the NASDAQNasdaq Capital Market, was $5.40$1.48 on December 31, 2015.29, 2023. The following tables excludetable excludes certain benefits, such as accrued vacation,Paid Time Off ("PTO"), that are available to all employees generally. The actual amount of payments and benefits that would be provided can only be determined at the time of a change in control and/or the named executive officer'sofficer’s qualifying separation from Trovagene.

    our Company. The table is merely an illustrative example of the impact of a hypothetical termination of employment or change in control and qualifying termination. The amounts that would actually be paid upon a termination of employment can only be determined at the time of such termination, based on the fact and circumstances then prevailing.


    Antonius Schuh, Ph.D.(1)

     
    		 Termination 
     
    		 By Trovagene Without
    Cause Outside a Change
    In Control    		 By Trovagene Without
    Cause or by Dr. Schuh
    for Good Reason in
    Connection with a
    Change In Control(2)    		 

    Value of Option Shares Accelerated

    		 $— $420,883(3)

    Cash Payments

    		 $235,000 $470,000 
    ​​​​ ​​ ​ ​

    Total Cash Benefits and Payments

    		 $235,000 $890,883 
    ​​​ ​ ​​ ​ ​
    ​​​​​​​​
    ​​​ ​ ​​ ​ ​
    41
    Table of Contents
    Mark Erlander
     Termination
    By Cardiff Oncology Without
    Cause Outside a Change
    In Control    		 
    By Cardiff Oncology Without
    Cause or by Dr. Erlander for
    Good Reason in Connection
    with a Change In Control(1)
    Value of Equity Securities Accelerated$— $965,018 
    Cash Payments937,719 937,719 
    Total Cash Benefits and Payments$937,719 $1,902,737 
    (1)
    Dr. Schuh was terminated by the Company for cause on March 28, 2016.

    (2)
    Relates to the termination of the Schuh ExecutiveErlander Employment Agreement: (a) by us without cause within 612 months prior to a change of control that was pending during such 612 month period, (b) by Dr. SchuhErlander for good reason within 12 months after a change of control, or (c) by us without cause at any time upon or within 12 months after a change of control. Effective as of January 1, 2016, the Schuh Executive Agreement was replaced by the Schuh Employment Agreement, which provides for certain severance benefits to Dr. Schuh as described in "—Employment, Severance, Separation and Change in Control Agreements—Chief Executive Officer Compensation for Fiscal Year 2015—Schuh Employment Agreement".

    (3)
    Relates to 131,250 unvested options that would be subject to accelerated vesting. Excludes the value of 125,000 unvested out-of-the-money stock options as of December 31, 2015 that would be subject to accelerated vesting.

    Stephen Zaniboni(1)

     
    		 Termination By Trovagene Without Cause or by
    Mr. Zaniboni for Good Reason    		 
     
    		 By Trovagene Without
    Cause Outside a Change
    In Control    		 By Trovagene Without
    Cause or by Mr. Zaniboni
    for Good Reason in
    Connection with a
    Change In Control(2)    		 

    Value of Option Shares Accelerated

    		 $— $244,869(3)

    Cash Payments

    		 $162,500 $325,000 
    ​​​ ​ ​​ ​ ​

    Total Cash Benefits and Payments

    		 $162,500 $569,869 
    ​​​ ​ ​​ ​ ​
    ​​​​​​​​
    ​​​ ​ ​​ ​ ​

    Fairooz Kabbinavar


     Termination
    By Cardiff Oncology Without
    Cause Outside a Change
    In Control    		 
    By Cardiff Oncology Without
    Cause or by Mr. Levine for
    Good Reason in Connection
    with a Change In Control(1)
    Value of Equity Securities Accelerated$— $453,400 
    Cash Payments714,879 714,879 
    Total Cash Benefits and Payments$714,879 $1,168,279 
    (1)
    Mr. Zaniboni was terminated by the Company for cause on March 28, 2016.

    (2)
    Relates to the termination of the Zaniboni ExecutiveKabbinavar Employment Agreement: (a) by us without cause within 612 months prior to a change of control that was pending during such 612 month period, (b) by Mr. ZaniboniDr. Kabbinavar for good reason within 12 months after a change of control, or (c) by us without cause at any time upon or within 12 months after a change of control. Effective as of January 1, 2016, the Zaniboni Executive Agreement was replaced by the Zaniboni Employment Agreement, which provides for certain severance benefits to Mr. Zaniboni as described in "—Employment, Severance, Separation and Change in Control Agreements—Employment Agreements with Other Executive Officers—Agreements with Mr. Zaniboni—Employment Agreement with Mr. Zaniboni".


    (3)
    James Levine

     Termination
    By Cardiff Oncology Without
    Cause Outside a Change
    In Control    		 
    By Cardiff Oncology Without
    Cause or by Mr. Levine for
    Good Reason in Connection
    with a Change In Control(1)
    Value of Equity Securities Accelerated$— $506,479 
    Cash Payments690,215 690,215 
    Total Cash Benefits and Payments$690,215 $1,196,694 
    (1)Relates to 86,666 unvested optionsthe termination of the Levine Employment Agreement: (a) by us without cause within 12 months prior to a change of control that would be subject to accelerated vesting. Excludes the valuewas pending during such 12 month period, (b) by Mr. Levine for good reason within 12 months after a change of 55,000 unvested out-of-the-money stock options ascontrol, or (c) by us without cause at any time upon or within 12 months after a change of December 31, 2015 that would be subject to accelerated vesting.control.

    Mark Erlander, Ph.D.


    Director Compensation
     
    		 Termination By
    Trovagene Without
    Cause    		 

    Cash Payments

    		 $180,000 
    ​​​ ​ ​

    Total Cash Benefits and Payments

    		 $180,000 
    ​​​ ​ ​
    ​​​​​
    ​​​ ​ ​

    Matthew Posard

     
    		 Termination By
    Trovagene Without
    Cause    		 

    Cash Payments

    		 $128,646(1)
    ​​​ ​​

    Total Cash Benefits and Payments

    		 $128,646 
    ​​​ ​​
    ​​​​​
    ​​​​ ​

    (1)
    Assumes that Mr. Posard does not commence employment with another employer during the period from January 1, 2016 through May 25, 2016.

    DIRECTOR COMPENSATION

    Under our non-employee director compensation policy, a new non-employee director receives an initial grant of options to purchase 24,000a number of shares of our common stock (subject to adjustmentthat considers competitive market for recapitalizations, stock split, stock dividends and the like).comparable companies. These options vest in equal annual installments over 3 years. In addition, each non-employee director receives the following annual compensation for his or her service: (i)


    42
    Table of Contents
    Committee membership
    Annual retainer non-employee board memberAuditCompensationCorporate Governance/Nominating
    Chair$40,000$16,000$10,000$8,000
    Member$65,000$8,000$6,000$4,000

    In addition, each non-employee director receives an annual retainer fee of $36,000, payable quarterly, and an equity grant of options to purchase 16,000a number of shares of our common stock that considers the market for comparable companies. As a result, the 2023 option grant for continuing directors was equal to 27,700 stock options, that vest on the one-year anniversary of the date of the grant, and had an exercise price of $1.59 (subject to adjustment for recapitalizations, stock split, stock dividends and the like), all of which vest on the one year anniversary of the date of grant, (ii) an additional annual retainer fee of $30,000, payable quarterly, if such non-employee director serves as the Chairman of the Board of Directors, (iii) an additional annual retainer fee of $16,000, $10,000 and $8,000 payable quarterly, if such non-employee director serves as the chair of the Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee, respectively, and (iv) an additional annual retainer fee of $8,000, $6,000 and $4,000 to such non-employee director if he or she serves as a non-chair member of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee, respectively, per committee. We also reimburse all of our directors for out-of-pocket expenses incurred in connection with the rendering of services as a director.

    .


    The following table sets forth summary information concerning the total compensation paid to our non-employee directors in 20152023, paid quarterly in arrears, for services to our company.

    Director Compensation for 2015 
    Name
    		 Fees Earned
    or Paid in
    Cash ($)    		 Option
    Awards
    ($)(1)    		 All Other
    Compensation
    ($)    		 Total
    ($)    		 

    Thomas H. Adams(2)

    		  73,000  73,548  114,000(3) 260,548 

    John P. Brancaccio(4)

    		  64,000  73,548     137,548 

    Gary S. Jacob(5)

    		  50,000  73,548     123,548 

    Stanley Tennant(6)

    		  62,000  73,548     135,548 

    Paul Billings(7)

    		  54,000  73,548     127,548 

    Rodney Markin(8)

    		  58,000  73,548     131,548 

    Carl Feldbaum(9)

    		  44,256  —     44,256 
    company:

    Name  Fees Earned or Paid in Cash ($) 
    Option Awards ($)(1)
    		 Total ($)
    Dr. James O. Armitage, M.D.(2)
    		69,000 35,434 104,434 
    Dr. Rodney S. Markin, M.D., Ph.D.(3)
    		  119,000  35,434  154,434 
    Mani Mohindru, Ph.D.(4)
    		77,000 35,434 112,434 
    Gary W. Pace, Ph.D.(5)
    		79,000 35,434 114,434 
    Renee P. Tannenbaum, Pharm.D.(6)
    		75,000 35,434 110,434 
    Lâle White(7)
    		81,000 35,434 116,434 
    (1)
    Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts represent the aggregate grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718. The valuation assumptions used in determining 20152023 amounts are described in Note 56 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Our non-employee directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options on the date the options are exercised.

    2023.

    (2)
    As of December 31, 2015, 358,8492023, 117,274 stock options were outstanding, of which 332,08689,574 were exercisable.


    (3)
    Represents fees earned by Dr. Adams for consulting services provided to the Company.

    (4)
    As of December 31, 2015, 137,7012023, 152,327 stock options were outstanding, of which 110,938124,627 were exercisable.

    (5)

    (4)As of December 31, 2015, 131,3392023, 98,501 stock options were outstanding, of which 104,57656,134 were exercisable.

    (6)

    (5)As of December 31, 2015, 77,1582023, 117,274 stock options were outstanding, of which 50,39589,574 were exercisable.

    (7)

    (6)As of December 31, 2015, 67,2302023, 98,501 stock options were outstanding, of which 35,07756,134 were exercisable.

    (8)

    (7)As of December 31, 2015, 52,2302023, 88,416 stock options were outstanding, of which 12,07760,716 were exercisable.

    (9)

    Pay Versus Performance

    The following table reports the compensation of our Principal Executive Officer ("PEO") and our other highest paid executive officers as reported in the Summary Compensation Table, as well as compensation actually paid ("CAP") for fiscal year 2023, 2022 and 2021:

    Year(1)
    		  Summary Compensation Table Total for PEO ($)
    Compensation Actually Paid to PEO ($)(2)
    		 Average Summary Compensation Table Total for Non-PEO NEOs ($)
    Average Compensation Actually Paid to Non-PEO NEOs ($)(2)
    		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) 
    Net Loss attributable to common stockholders($ in thousands)
    20231,547,772 1,440,564 1,087,586 993,531 8 (41,465)
    2022  1,590,347 91,869  1,523,156 222,550 8  (38,728)
    20213,635,198 (1,401,408)2,148,786 539,237 33 (28,315)

    43
    Table of Contents
    (1)Mr. Feldbaum resignedErlander served as our PEO during each year shown. The Non-PEO NEO's presented in the table represent the two highest paid NEO's during the respective years as follows:
    •2023: Fairooz Kabbinavar and James Levine
    •2022: James Levine and Tod Smeal
    •2021: Vicki Kelemen and James Levine

    (2)The 2023 Summary Compensation Table totals reported for the PEO and the average of the Other NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

    202320222021
    PEO ($)Average for Other NEO's ($)PEO ($)Average for Other NEO's ($)PEO ($)Average for Other NEO's ($)
    Summary Compensation Table1,547,772 1,087,586 1,590,347 1,523,156 3,635,198 2,148,786 
    Adjustments
    Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table(i)
    		(672,978)(438,573)(753,272)(919,022)(2,851,972)(1,701,431)
    Increase/(decrease) for the Inclusion of "Rule 402(v) Equity Values" (i)
    		565,770 344,518 (745,206)(381,584)(2,184,634)91,882 
    Compensation Actually Paid1,440,564 993,531 91,869 222,550 (1,401,408)539,237 

    (i)Compensation Actually Paid excludes the Stock Awards and Option Awards columns from the Board on November 13, 2015. He did not hold any stock optionsrelevant fiscal year’s Summary Compensation Table total. The Rule 402(v) Equity Values instead reflect the aggregate of the following components, as applicable: (i) the fair value as of December 31, 2015.the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, calculated as follows:


    44

    Table of Contents
    CERTAIN RELATIONSHIPS AND

    202320222021
    “Inclusion of Rule 402(v) Equity Values”PEO ($)Average for Other NEO's ($)PEO ($)Average for Other NEO's ($)PEO ($)Average for Other NEO's ($)
    Add: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year528,548 334,957 446,788 253,637 1,992,010 1,380,605 
    Add: Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards12,311 620 (288,112)(457,723)(2,270,502)(701,257)
    Add: Awards that are granted and vest in the same year, the fair value as of the vesting date— — — — — — 
    Change in Fair Value of Prior Years’ Equity Awards that Vested During the Year24,911 8,941 (903,882)(177,498)(1,906,142)(587,466)
    Subtract: Awards Granted in any prior fiscal year that failed to vest Change in Value of Prior Years’ Equity Awards that Forfeited During the Year— — — — — — 
    Increase/(decrease) for the “Inclusion of Rule 402(v) Equity Values” (i)565,770 344,518 (745,206)(381,584)(2,184,634)91,882 

    45

    TRANSACTIONS WITH RELATED TRANSACTIONS

    PERSONS


    The following is a description of transactions or series of transactions since January 1, 2015,2023, or any currently proposed transaction, to which we were or are to be a participant and in which the amount involved in the transaction or series of transactions exceeds $120,000, and in which any of our directors, executive officers or persons who we know hold more than five percent of any class of our capital stock, including their immediate family members, had or will have a direct or indirect material interest, other than compensation arrangements with our directors and executive officers.


    The Company did not have any related party transactions during the covered period.

    We have entered into indemnification agreements with our directors and executive officers under which we agreed to indemnify those individuals under the circumstances and to the extent provided for in the agreements, for expenses, damages, judgments, fines, settlements and any other amounts they may be required to pay in actions, suits or proceedings which they are or may be made a party or threatened to be made a party by reason of their position as a director, officer or other agent of ours, and otherwise to the fullest extent permitted under Delaware law and our By-Laws. We also have an insurance policy covering our directors and executive officers with respect to certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, or otherwise.


    Our board has adopted a written related party transaction policy to set forth the policies and procedures for the review, approval and ratification of related party transactions. This policy covers any financial transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which we are or are to be a participant, the amount involved will or may be expected to exceed $50,000 since the beginning of our last completed fiscal year, and a related party has or will have a direct or indirect material interest. A related party is any individual who is, or who has been since the beginning of our last fiscal year, an executive officer, director or nominee for election as a director, or any person known to be the record or beneficial owner of more than 5% of any class of our voting securities, any immediate family member of any of the foregoing persons or any entity which is owned or controlled by any of the foregoing persons, or any entity in which one of the foregoing persons has a substantial ownership interest in or control over such entity. Transactions involving the employment or compensation of our executive officers or compensation to our directors, transactions with another company at which a related party'sparty’s only relationship is as a director and/or beneficial owner of less than 10% of such company'scompany’s equity interests, transactions in which all of our stockholders receive proportional benefits, certain regulated transactions and certain banking-related services are not considered related-person transactions under this policy. Under our Audit Committee Charter and our related party transaction policy, our Audit Committee is responsible for reviewing and approving in advance any related party transaction. In connection with its review of a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party'sparty’s interest in the related party transaction.



    46

    Table of Contents



    OTHER MATTERS

            Trovagene


    Cardiff Oncology has no knowledge of any other matters that may come before the Annual Meeting and does not intend to present any other matters. However, if any other matters shall properly come before the Annual Meeting or any adjournment or postponement thereof, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.


    We will bear the cost of soliciting proxies in the accompanying form. In addition to the use of the mailings, proxies may also be solicited by our directors, officers or other employees, personally or by telephone, facsimile oremail, none of whom will be compensated separately for these solicitation activities. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies. We will pay a fixed fee plus reasonable out-of-pocket charges.

    If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, TrovageneCardiff Oncology will cancel your previously submitted proxy.




    ADDITIONAL INFORMATION


    Householding


    The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Proxy Availability Notice or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for companies. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards.


    This year, a number of brokers with account holders who are our stockholders will be "householding"“householding” our proxy materials. A Notice or proxy materials will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice or proxy materials, please notify your broker or call our Secretary at (858) 952-7570, or submit a request in writing to our Secretary, c/o Trovagene,Cardiff Oncology, Inc., 11055 Flintkote Avenue, Suite B, San Diego, CaliforniaCA 92121. Stockholders who currently receive multiple copies of the Notice or proxy materials at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Notice or proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered.


    Annual Reports and Form 10-K


    Additional copies of Trovagene'sCardiff Oncology’s Annual Report on Form 10-K for the fiscal year ended December 31, 20152023 may be obtained without charge by writing to the Secretary, Trovagene,Cardiff Oncology, Inc., 11055 Flintkote Avenue, Suite B, San Diego, CaliforniaCA 92121.

    By Order of the Board of Directors



    		/s/ THOMAS H. ADAMS
    Thomas H. Adams,Dr. Rodney S. Markin MD, Ph.D.
    Chief Executive Officer and
    Dr. Rodney S. Markin MD, Ph.D.
    Chairman of the Board of Directors

    March 30, 2016


    April 25, 2024





    47

    Directions to the Annual Meeting of Stockholders of Trovagene,Cardiff Oncology, Inc.

    Trovagene,


    Cardiff Oncology, Inc.
    11120 Roselle Street
    11055 Flintkote Avenue
    San Diego, CaliforniaCA 92121


    From theNorth (Los Angeles/Orange County/Carlsbad)
    Take 5 Fwy South. Take CARMEL MOUNTAIN ROAD exit.
    Turn Left on CARMEL MOUNTAIN ROAD—go 0.3 miles
    Turn Right on VISTA SORRENTO PARKWAY—go 1.4 miles
    Turn Right on SORRENTO VALLEY BOULEVARD—goBOULEVARD —go 0.2 miles
    Turn Right on ROSELLE STREET—STREET —go 0.3 miles
    Turn Left on DUNHILL STREET — go 0.50.2 miles
    Arrive at 11120 ROSELLE STREET,11055 FLINTKOTE AVENUE, on the LEFT

    RIGHT


    From theSouth (La Jolla/San Diego International Airport Airport/Chula Vista)
    Take 5 Fwy North. Take SORRENTO VALLEY ROAD exit.
    Turn Left on ROSELLE STREET—STREET —go 0.3 miles
    Turn Left on DUNHILL STREET — go 0.60.2 miles
    Arrive at 11120 ROSELLE STREET,11055 FLINTKOTE AVENUE, on the LEFT

    RIGHT




    48

    Table of Contents
    Appendix


    APPENDIX A

    TROVAGENE,


    CARDIFF ONCOLOGY, INC.
    2014
    2021 OMNIBUS EQUITY INCENTIVE PLAN


    Section 1.     PURPOSE OF PLAN

    1.1Purpose of Plan.

    The purposename of this 2014the Plan is the Cardiff Oncology, Inc. 2021 Omnibus Equity Incentive Plan (this "(the “Plan"”). The purposes of Trovagene, Inc., a Delaware corporation (the "Corporation"), isthe Plan are to promote(i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the CorporationCompany, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To accomplish these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or any combination of the foregoing.
    Section 2.Definitions.
    For purposes of the Plan, the following terms shall be defined as set forth below:
    (a)“Administrator” means the Board, or, if and to increase stockholder valuethe extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.
    (b)“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons.

    2.     ELIGIBILITY

    2.1   The Administrator (as such termor is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An "Eligible Person" is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) a consultant who renders bona fide services (other than services in connectioncommon control with, the offeringPerson specified as of any date of determination.

    (c)“Applicable Laws” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal and state securities laws, including the Code, any stock exchange or salequotation system on which the Common Stock is listed or quoted and the applicable laws of securities of the Corporationany other country or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator;provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation's eligibility to use Form S-8 to registerjurisdiction where Awards are granted under the Securities Act of 1933,Plan, as amended (the "Securities Act"),are in effect from time to time.
    (d)“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award granted under the offeringPlan.
    (e)“Award Agreement” means any written notice, agreement, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and sale of shares issuable under this Plan by the Corporation, or the Corporation's complianceconditions with any other applicable laws. An Eligible Person who has been grantedrespect to an award (a "participant") may, if otherwise eligible, be granted additional awards ifAward as the Administrator shall so determine. As used herein, "Subsidiary" meansdetermine, consistent with the Plan.
    (f)“Beneficial Owner” (or any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly byvariant thereof) has the Corporation; and "meaning defined in Rule 13d-3 under the Exchange Act.
    (g)“Board"” means the Board of Directors of the Corporation.

    3.     PLAN ADMINISTRATION

    3.1    The Administrator.    This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The "Administrator" means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by Section 157 of the Delaware General Corporation Law and any other applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to designate Eligible Persons who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided inCompany.

    (h)“Bylaws” mean the bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the affirmative vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute due authorization of an action by the acting Administrator.

            With respect to awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986,Company, as amended (the "Code"), this Plan shallmay be administered by a committee consisting solely of two or more outside directors (as this requirement


    is applied under Section 162(m) of the Code);provided, however, that the failure to satisfy such requirement shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants, and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable stock exchange, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable stock exchange). Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of the Corporation and shall be administered exclusively by a committee consisting solely of independent directors.

    3.2    Powers of the Administrator.    Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

            (a)   determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive awards under this Plan;

            (b)   grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards;

            (c)   approve the forms of award agreements (which need not be identical either as to type of award or among participants);

            (d)   construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;

            (e)   cancel, modify, or waive the Corporation's rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;

            (f)    accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;

            (g)   adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with applicable stock exchange requirements, Sections 4 and 8.6 and the applicable requirements of Code Section 162(m) and treasury regulations thereunder with respect to awards that are intended to satisfy the requirements for performance-based compensation under Section 162(m), and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant,


    exchange or other means) of the per share exercise or base price of any stock option or stock appreciation right or other award granted under this Plan, and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional taxes or interest under Section 409A of the Code;

            (h)   determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator's action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);

            (i)    determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution, acceleration or succession of awards upon the occurrence of an event of the type described in Section 7;

            (j)    acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration; and

            (k)   determine the Fair Market Value (as defined in Section 5.6) of the Common Stock or awards under this Planrestated from time to time and/ortime.

    (i)“Cause” has the manner in which such value will be determined.

    3.3    Binding Determinations.    Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, legal fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.

    3.4    Reliance on Experts.    In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including professional advisors to the Corporation. The Administrator shall not be liable for any such action or determination taken or made or omitted in good faith based upon such advice.

    3.5    Delegation of Non-Discretionary Functions.    In addition to the ability to delegate certain grant authority to officers of the Corporation as set forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.

    4.     SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT

    4.1    Shares Available.    Subject to the provisions of Section 7.1, the capital stock available for issuance under this Plan shall be shares of the Corporation's authorized but unissued Common Stock. For purposes of this Plan, "Common Stock" shall mean the common stock of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become subjectmeaning assigned to such awards, pursuant to an adjustment made under Section 7.1.

    4.2    Share Limit.    The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan may not exceed 5,000,000 shares of Common Stock (the "Share Limit").

            The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.


    4.3    Awards Settled in Cash, Reissue of Awards and Shares.    The Administrator may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in accordance with this Section 4.3. Shares shall be counted against those reserved to the extent such shares have been delivered and are no longer subject to a substantial risk of forfeiture. Accordingly, (i) to the extent that an award under the Plan, in whole or in part, is canceled, expired, forfeited, settled in cash, settled by delivery of fewer shares than the number of shares underlying the award, or otherwise terminated without delivery of shares to the participant, the shares retained by or returned to the Corporation will not be deemed to have been delivered under the Plan and will be deemed to remain or to become available under this Plan; and (ii) shares that are withheld from such an award or separately surrendered by the participant in payment of the exercise price or taxes relating to such an award shall be deemed to constitute shares not delivered and will be deemed to remain or to become available under the Plan. The foregoing adjustments to the Share Limit of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended as performance-based compensation thereunder.

    4.4    Reservation of Shares; No Fractional Shares.    The Corporation shall at all times reserve a number of shares of Common Stock sufficient to cover the Corporation's obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan.

    5.     AWARDS

    5.1    Type and Form of Awards.    The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:

    5.1.1    Stock Options.    A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an "ISO") or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.

    5.1.2    Additional Rules Applicable to ISOs.    To the extent that the aggregate Fair Market Value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporationindividual service, employment or one of its Subsidiaries (or any parentseverance agreement or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only


    be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term "subsidiary" is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginningAward Agreement with the Corporation and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be an "incentive stock option" as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted.

    5.1.3    Stock Appreciation Rights.    A stock appreciation right or "SAR" is a right to receive a payment, in cash and/or Common Stock, equal to the number of shares of Common Stock being exercised multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the date the SAR is exercised, over (ii) the Fair Market Value of a share of Common Stock on the date the SAR was granted as specified in the applicable award agreement (the "base price"). The maximum term of a SAR shall be ten (10) years.

    5.1.4    Restricted Shares.

                (a)    Restrictions.    Restricted shares are shares of Common Stock subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of this Plan and the applicable award agreement relating to the restricted stock, a participant granted restricted stock shall have all of the rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Administrator).

                (b)    Certificates for Shares.    Restricted shares granted under this Plan may be evidenced in such manner as the Administrator shall determine. If certificates representing restricted stock are registered in the name of the participant, the Administrator may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such restricted stock, that the Corporation retain physical possession of the certificates, and that the participant deliver a stock power to the Corporation, endorsed in blank, relating to the restricted stock. The Administrator may require that restricted shares are held in escrow until all restrictions lapse

                (c)    Dividends and Splits.    As a condition to the grant of an award of restricted stock, subject to applicable law, the Administrator may require or permit a participant to elect that any cash dividends paid on a share of restricted stock be automatically reinvested in additional shares of restricted stock or applied to the purchase of additional awards under this Plan. Unless otherwise determined by the Administrator, stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock with respect to which such stock or other property has been distributed.


    5.1.5    Restricted Share Units.

                (a)    Grant of Restricted Share Units.    A restricted share unit, or "RSU", represents the right to receive from the Corporation on the respective scheduled vesting or payment date for such RSU, one Common Share. An award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Administrator may determine, subject to the provisions of this Plan. At the time an award of RSUs is made, the Administrator shall establish a period of time during which the restricted share units shall vest and the timing for settlement of the RSU.

                (b)    Dividend Equivalent Accounts.    Subject to the terms and conditions of the Plan and the applicable award agreement, as well as any procedures established by the Administrator, prior to the expiration of the applicable vesting period of an RSU, the Administrator may determine to pay dividend equivalent rights with respect to RSUs, in which case, the Corporation shall establish an account for the participant and reflect in that account any securities, cash or other property comprising any dividend or property distribution with respect to the shares of Common Stock underlying each RSU. Each amount or other property credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates. The participant shall have the right to be paid the amounts or other property credited to such account upon vesting of the subject RSU.

                (c)    Rights as a Shareholder.    Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable award agreement, each participant receiving RSUs shall have no rights as a shareholder with respect to such RSUs until such time as shares of Common Stock are issued to the participant. No shares of Common Stock shall be issued at the time a RSU is granted, and the Company will not be required to set aside a fund for the payment of any such award. Except as otherwise provided in the applicable award agreement, shares of Common Stock issuable under an RSU shall be treated as issued on the first date that the holder of the RSU is no longer subject to a substantial risk of forfeiture as determined for purposes of Section 409A of the Code, and the holder shall be the owner of such shares of Common Stock on such date. An award agreement may provide that issuance of shares of Common Stock under an RSU may be deferred beyond the first date that the RSU is no longer subject to a substantial risk of forfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

    5.1.6    Cash Awards.    The Administrator may, from time to time, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant cash bonuses (including without limitation, discretionary awards, awards based on objective or subjective performance criteria, awards subject to other vesting criteria or awards granted consistent with Section 5.2 below). Cash awards shall be awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.

    5.1.7    Other Awards.    The other types of awards that may be granted under this Plan include: (a) stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject to the requirements of Section 5.1.1 and in compliance with applicable laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon.

    5.2    Section 162(m) Performance-Based Awards.    Without limiting the generality of the foregoing, any of the types of awards listed in Sections 5.1.4 through 5.1.7 above may be, and options and SARs granted with an exercise or base price not less than the Fair Market Value of a share of Common


    Stock at the date of grant ("Qualifying Options" and "Qualifying SARs," respectively) typically will be, granted as awards intended to satisfy the requirements for "performance-based compensation" within the meaning of Section 162(m) of the Code ("Performance-Based Awards"). The grant, vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using the Business Criteria provided for below for the Corporation on a consolidated basis or for one or more of the Corporation's subsidiaries, segments, divisions or business units, or any combination of the foregoing. Such criteria may be evaluated on an absolute basis or relative to prior periods, industry peers, or stock market indices. Any Qualifying Option or Qualifying SAR shall be subject to the requirements of Section 5.2.1 and 5.2.3 in order for such award to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code. Any other Performance-Based Award shall be subject to all of the following provisions of this Section 5.2.

    5.2.1    Class; Administrator.    The eligible class of persons for Performance-Based Awards under this Section 5.2 shall be officers and employees of the Corporation or one of its Subsidiaries. The Administrator approving Performance-Based Awards or making any certification required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as performance-based compensation under Section 162(m) of the Code.

    5.2.2    Performance Goals.    The specific performance goals for Performance-Based Awards (other than Qualifying Options and Qualifying SARs) shall be, on an absolute or relative basis, established based on such business criteria as selected by the Administrator in its sole discretion ("Business Criteria"), including the following: (1) earnings per share, (2) cash flow (which means cash and cash equivalents derived from either (i) net cash flow from operations or (ii) net cash flow from operations, financing and investing activities), (3) total stockholder return, (4) price per share of Common Stock, (5) gross revenue, (6) revenue growth, (7) operating income (before or after taxes), (8) net earnings (before or after interest, taxes, depreciation and/or amortization), (9) return on equity, (10) capital employed, or on assets or on net investment, (11) cost containment or reduction, (12) cash cost per ounce of production, (13) operating margin, (14) debt reduction, (15) resource amounts, (16) production or production growth, (17) resource replacement or resource growth, (18) successful completion of financings, or (19) any combination of the foregoing. To qualify awards as performance-based under Section 162(m), the applicable Business Criterion (or Business Criteria, as the case may be) and specific performance goal or goals ("targets") must be established and approved by the Administrator during the first 90 days of the performance period (and, in the case of performance periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. Performance targets shall be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets; provided that the Administrator may not make any adjustment to the extent it would adversely affect the qualification of any compensation payable under such performance targets as "performance-based compensation" under Section 162(m) of Code. The applicable performance measurement period may not be less than 3 months nor more than 10 years.

    5.2.3    Form of Payment.    Grants or awards intended to qualify under this Section 5.2 may be paid in cash or shares of Common Stock or any combination thereof.

    5.2.4    Certification of Payment.    Before any Performance-Based Award under this Section 5.2 (other than Qualifying Options and Qualifying SARs) is paid and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m) of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based Award were in fact timely satisfied.


    5.2.5    Reservation of Discretion.    The Administrator will have the discretion to determine the restrictions or other limitations of the individual awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutions or otherwise.

    5.2.6    Expiration of Grant Authority.    As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Administrator's authority to grant new awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of the Corporation's stockholders that occurs in the fifth year following the year in which the Corporation's stockholders first approve this Plan (the "162(m) Term").

    5.2.7    Compensation Limitations.    The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person during the term of this Plan pursuant to Qualifying Options and Qualifying SARs may not exceed the Share Limit. The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person pursuant to Performance-Based Awards granted during the 162(m) Term (other than cash awards granted pursuant to Section 5.1.6 and Qualifying Options or Qualifying SARs) may not exceed the Share Limit. The maximum amount that may be paid to any Eligible Person pursuant to Performance-Based Awards granted pursuant to Sections 5.1.6 (cash awards) during the 162(m) Term may not exceed $1,000,000.

    5.3    Award Agreements.    Each award shall be evidenced by a written or electronic award agreement in the form approved by the Administrator and, if required by the Administrator, executed by the recipient of the award. The Administrator may authorize any officer of the Corporation (other than the particular award recipient) to execute any or all award agreements on behalf of the Corporation (electronically or otherwise). The award agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan.

    5.4    Deferrals and Settlements.    Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares of Common Stock or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. All mandatory or elective deferrals of the issuance of shares of Common Stock or the settlement of cash awards shall be structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

    5.5    Consideration for Common Stock or Awards.    The purchase price for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator and subject to compliance with applicable laws, including, without limitation, one or a combination of the following methods:

      •
      services rendered by the recipient of such award;

      •
      cash, check payable to the order of the Corporation, or electronic funds transfer;

      •
      notice and third party payment in such manner as may be authorized by the Administrator;

      •
      the delivery of previously owned shares of Common Stock that are fully vested and unencumbered;

      •
      by a reduction in the number of shares otherwise deliverable pursuant to the award; or

      •
      subject to such procedures as the Administrator may adopt, pursuant to a "cashless exercise" with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.

            In the event that the Administrator allows a participant to exercise an award by delivering shares of Common Stock previously owned by such participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the participant from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the participant at least six months as of the date of delivery (or such other period as may be required by the Administrator in order to avoid adverse accounting treatment). Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their Fair Market Value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant's ability to pay the purchase or exercise price of any award by any method other than cash payment to the Corporation.

    5.6    Definition of Fair Market Value.    For purposes of this Plan "Fair Market Value" shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price for a share of Common Stock on the trading day immediately before the grant date, as furnished by the NASDAQ Stock Market or other principal stock exchange on which the Common Stock is then listed for the date in question,Participant or, if the Common Stock is no longer listed on a principal stock exchange, then by the Over-the-Counter Bulletin Board or OTC Markets. If the Common Stock is no longer listed on the NASDAQ Capital Market or listed on a principal stock exchange or is no longer actively traded on the Over-the-Counter Bulletin Board or OTC Markets as of the applicable date, the Fair Market Value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances.

    5.7    Transfer Restrictions.

    5.7.1    Limitations on Exercise and Transfer.    Unless otherwise expressly provided in (or pursuant to) this Section 5.7, by applicable law and by the awardsuch agreement as the same may be amended, (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.

    5.7.2    Exceptions.    The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing (provided that any such transfers of ISOs shall be limited to the extent permitted under the federal tax laws governing ISOs). Any permitted transfer shall be subject to compliance with applicable federal and state securities laws.

    5.7.3    Further Exceptions to Limits on Transfer.    The exercise and transfer restrictions in Section 5.7.1 shall not apply to:

            (a)   transfers to the Corporation,

            (b)   the designation of a beneficiary to receive benefits in the event of the participant's deathexists or if the participant has died, transfers to or exercise by the participant's beneficiary, or, in the absence ofsuch agreement does not define “Cause,” then “Cause” means a validly designated beneficiary, transfers by will or the laws of descent and distribution,


            (c)   subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the Administrator,

            (d)   subject to any applicable limitations on ISOs, if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or

            (e)   the authorization by the Administrator of "cashless exercise" procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator.

    5.8    International Awards.    One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may, if deemed necessary or advisable by the Administrator, be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.

    5.9    Vesting.    Subject to Section 5.1.2 hereof, awards shall vest at such time or times and subject to such terms and conditions as shall be determined by the Administrator at the time of grant;provided, however, that in the absence of any award vesting periods designated by the Administrator at the time of grant in the applicable award agreement, awards shall vest as to one-third of the total number of shares subject to the award on each of the first, second and third anniversaries of the date of grant.

    6.     EFFECT OF TERMINATION OF SERVICE ON AWARDS

    6.1    Termination of Employment.

    6.1.1  The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award agreement otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

    6.1.2  For awards of stock options or SARs, unless the award agreement provides otherwise, the exercise period of such options or SARs shall expire: (1) three months after the last day that the participant is employed by or provides services to the Corporation or a Subsidiary (provided; however, that in the event of the participant's death during this period, those persons entitled to exercise the option or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercise such option or SAR); (2) in the case of a participant whose termination of employment is due to death or disability (as defined in the applicable award agreement), 12 months after the last day that the participant is employed by or provides services to the Corporation or a Subsidiary; and (3) immediately upon a participant's termination for "cause". The Administrator will, in its absolute discretion, determine the effect of all matters and questions relating to a termination of employment, including, but not by way of limitation, the question of whether a leave of absence constitutes a termination of employment and whether a participant's termination is for "cause."

            If not defined in the applicable award agreement, "Cause" shall mean:

      Participant’s (i) conviction of a felony or a crime involving fraud or moral turpitude; or


      (ii) theft, material act of dishonesty or fraud, intentional falsification of any employment or Company records, or commission of any criminal act which impairs participant'sParticipant’s ability to perform appropriate employment duties for the Corporation; or

      Company; (iii) intentional or reckless conduct or gross negligence materially harmful to the Company or the successor to the CorporationCompany after a Change in Control, , including violation of a non-competition or confidentiality agreement; or

      (iv) willful failure to follow lawful instructions of the person or body to which participantParticipant reports; or

      (v) gross negligence or willful misconduct in the performance of participant'sParticipant’s assigned duties. Cause shallnot include mere unsatisfactory performance in the achievement of participant'sa Participant’s job objectives.

    6.1.3  For awards of restricted shares, unless the award agreement provides otherwise, restricted shares that are subject to restrictions at the time that a participant whose employment or service is terminated shall be forfeited and reacquired by the Corporation;provided that, the Administrator may provide, by rule or regulation or in any award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to restricted shares shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of restricted shares. Similar rules shall apply in respect of RSUs.

    6.2    Events Not Deemed Terminations of Service.    Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 3 months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the award agreement.

    6.3    Effect of Change of Subsidiary Status.    For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation, a Any voluntary termination of employment or service by the Participant in anticipation of an involuntary termination of the Participant’s employment or service, as applicable, for Cause shall be deemed to be a termination for Cause.

    49
    (j)“Change in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution (whether in the form of cash, Common Stock or other property), stock split, reverse stock split, share subdivision or consolidation, (iii) combination or exchange of shares or (iv) other change in corporate structure, which, in any such case, the Administrator determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 hereof is appropriate.
    (k)“Change in Control” means the first occurrence of an event set forth in any one of the following paragraphs following the Effective Date:
    (1)any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person which were acquired directly from the Company or any Affiliate thereof) representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or
    (2)the date on which individuals who constitute the Board as of the Effective Date and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended cease for any reason to constitute a majority of the number of directors serving on the Board; or

    (3)there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity, other than (i) a merger or consolidation (A) which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, fifty percent (50%) or more of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation is then a Subsidiary, the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or

    (4)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.

    Notwithstanding the foregoing, (i) a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions and (ii) to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to each Eligible Person in respectany Award that constitutes deferred compensation under Section 409A of such Subsidiary who does not continue as an Eligible Person in respect of another entity within the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to theCode only if a change in status.

    7.     ADJUSTMENTS; ACCELERATION

    7.1    Adjustments.    Uponthe ownership or in contemplation of anyeffective control of the following events describedCompany or a change in this Section 7.1,: any reclassification, recapitalization, stock split (including a stock split in the formownership of a stock dividend) or reverse stock split ("stock split"); any merger, arrangement, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respectsubstantial portion of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securitiesassets of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the AdministratorCompany shall in such manner,also be deemed to such extent and at such time as it deems appropriate and equitable in the circumstances (but subject to compliance with applicable laws and stock exchange requirements) proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other


    securities) that thereafter may be made the subject of awards (including the number of shares provided for in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all outstanding awards, (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, and (5) the 162(m) compensation limitations set forth in Section 5.2.7 and (subject to Section 8.8.3(a)) the performance standards applicable to any outstanding awards (provided that no adjustment shall be allowed to the extent inconsistent with the requirements of Code section 162(m)). Any adjustment made pursuant to this Section 7.1 shall be made in a manner that, in the good faith determination of the Administrator, will not likely result in the imposition of additional taxes or interesthave occurred under Section 409A of the Code. With respect to any awardFor purposes of an ISO, the Administrator may make such an adjustment that causes the option to cease to qualify as an ISO without the consentthis definition of the affected participant.

    7.2    Change in Control.    Upon a Change in Control, each then-outstanding option and SARthe term “Person” shall automatically become fully vested, all restrictednot include (i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any

    50
    Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares then outstanding shall automatically fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall automatically become vested and payablethe Company.
    (l)“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
    (m)“Committee” means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the holder of such awardunless the Administrator has made appropriate provision for the substitution, assumption, exchange or other continuationdiscretion of the award pursuantBoard, the Committee shall be composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and any other qualifications required by the applicable stock exchange on which the Common Stock is traded.
    (n)“Common Stock” means the common stock of the Company, par value $0.0001.
    (o)“Company” means Cardiff Oncology, Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in the definition of “Change in Control” above).
    (p)“Disability” has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement with the Change in Control. Notwithstanding the foregoing,Participant or, if no such agreement exists or if such agreement does not define “Disability,” then “Disability” means that a Participant, as determined by the Administrator in its sole discretion, (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and absolute discretion,health plan covering employees of the Company or an Affiliate thereof.
    (q)“Effective Date” has the meaning set forth in Section 17 hereof.
    (r)“Eligible Recipient” means an employee, director or independent contractor of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means an employee, non-employee director or independent contractor of the Company or any Affiliate of the Company with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.
    (s)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
    (t)“Exempt Award” shall mean the following:
    Section 1.An Award granted in assumption of, or in substitution for, outstanding awards previously granted by a corporation or other entity acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines by merger or otherwise. The terms and conditions of any such Awards may choose (invary from the terms and conditions set forth in the Plan to the extent the Administrator at the time of grant may deem appropriate, subject to Applicable Laws.
    Section 2.An award that an awardEligible Recipient purchases at Fair Market Value (including awards that an Eligible Recipient elects to receive in lieu of fully vested compensation that is otherwise due) whether or not the Shares are delivered immediately or on a deferred basis.

    (u)“Exercise Price” means, (i) with respect to any Option, the per share price at which a holder of such Option may purchase Shares issuable upon exercise of such Award, and (ii) with respect to a Stock Appreciation Right, the base price per share of such Stock Appreciation Right.
    (v)“Fair Market Value” of a share of Common Stock or another security as of a particular date shall mean the fair market value as determined by the Administrator in its sole discretion; provided, that, (i) if the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock on such exchange, or (ii) if the Common Stock or other security is then traded in an over-the-counter
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    market, the fair market value on any date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the last preceding date on which there was a sale of such share in such market.
    (w)“Free Standing Rights” has the meaning set forth in Section 8.
    (x)“Good Reason” has the meaning assigned to such term in any individual service, employment or severance agreement or otherwise)Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Good Reason,” “Good Reason” and any provision of this Plan that refers to provide for full“Good Reason” shall not be applicable to such Participant.
    (y)“Grandfathered Arrangement” means an Award which is provided pursuant to a written binding contract in effect on November 2, 2017, and which was not modified in any material respect on or partial accelerated vestingafter November 2, 2017, within the meaning of Section 13601(e)(2) of P.L. 115.97, as may be amended from time to time (including any award uponrules and regulations promulgated thereunder).
    (z)“Incentive Compensation” means annual cash bonus and any Award.
    (aa)“ISO” means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.
    (bb)“Nonqualified Stock Option” shall mean an Option that is not designated as an ISO.
    (cc)“Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option” as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.”
    (dd)“Other Stock-Based Award” means a Change In Control (or upon any other eventright or other circumstanceinterest granted pursuant to Section 10 hereof that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock, including, but not limited to, unrestricted Shares, dividend equivalents or performance units, each of which may be subject to the Change in Control, suchattainment of performance goals or a period of continued provision of service or employment or other terms or conditions as an involuntary termination of employment occurring after such Change in Control, aspermitted under the Plan.
    (ee)“Participant” means any Eligible Recipient selected by the Administrator, may determine), irrespective of whether such any such award has been substituted, assumed, exchanged or otherwise continued pursuant to the ChangeAdministrator’s authority provided for in Control.

            For purposesSection 3 below, to receive grants of this Plan, "Change in Control" shall be deemed to have occurred if:

            (i)    a tender offer (or series of related offers) shall be madeAwards, and, consummated forupon his or her death, his or her successors, heirs, executors and administrators, as the ownership of 50% or more of the outstanding voting securities of the Corporation, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates;

            (ii)   the Corporation shall be merged or consolidated with another entity, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting entity shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to such transaction), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates;

            (iii)  the Corporation shall sell substantially all of its assets to another entity that is not wholly owned by the Corporation, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to such transaction), any employee benefit plan of the Corporation or its Subsidiaries and their affiliates; or

            (iv)  a case may be.

    (ff)“Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Corporation (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to the first acquisition of such securities by such Person), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates.


            For purposes of this Section 5(c), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, "Person"” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;thereof.

    (gg)“Plan” means this 2021 Omnibus Equity Incentive Plan.
    (hh)“Prior Plan” means the Company’s 2014 Equity Incentive Plan, as in effect immediately prior to the Effective Date.
    (ii)“Related Rights” has the meaning set forth in Section 8.
    (jj)“Restricted Period” has the meaning set forth in Section 9.
    (kk)“Restricted Stock” means a Share granted pursuant to Section 9 below subject to certain restrictions that lapse at the end of a specified period (or periods) of time and/or upon attainment of specified performance objectives.
    (ll)“Restricted Stock Unit” means the right granted pursuant to Section 9 hereof to receive a Share at the end of a specified restricted period (or periods) of time and/or upon attainment of specified performance objectives.
    (mm)“Rule 16b-3” has the meaning set forth in Section 3.
    (nn)“Section 16 Officer” means any officer of the Company whom the Board has determined is subject to the reporting requirements of Section 16 of the Exchange Act, whether or not such individual is a Section 16 Officer at the time the determination to recoup compensation is made.
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    (oo)“Shares” means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, consolidation or other reorganization) security.
    (pp)“Stock Appreciation Right” means a right granted pursuant to Section 8 hereof to receive an amount equal to the excess, if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the Shares covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.
    (qq)“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such other Person.
    (rr)“Transfer” has the meaning set forth in Section 15.
    Section 3.Administration.
    (a)The Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule 16b-3 under the Exchange Act (“Rule 16b-3”).
    (b)Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation:
    (1)to select those Eligible Recipients who shall be Participants;
    (2)to determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;

    (3)to determine the number of Shares to be covered by each Award granted hereunder;

    (4)to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards, (iii) the Exercise Price of each Option and each Stock Appreciation Right or the purchase price of any other Award, (iv) the vesting schedule and terms applicable to each Award; provided, however, that at least ninety-five percent (95%) of the Awards under the Plan shall not vest, in whole or in part, earlier than one (1) year from the date of grant, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable) any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the payment schedules of such Awards and/or, to the extent specifically permitted under the Plan, accelerating the vesting schedules of such Awards);

    (5)to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards;

    (6)to determine the Fair Market Value in accordance with the terms of the Plan;

    (7)to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s service or employment for purposes of Awards granted under the Plan;

    (8)to adopt, alter and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from time to time deem advisable;

    (9)to construe and interpret the terms and provisions of, and supply or correct omissions in, the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan; and
    53
    (10)to prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-United States laws or for qualifying for favorable tax treatment under applicable non-United States laws, which rules and regulations may be set forth in an appendix or appendixes to the Plan.

    (c)Subject to Section 5, neither the Board nor the Committee shall have the authority to (i) reprice or cancel and regrant any Award at a lower exercise, base or purchase price or cancel any Award with an exercise, base or purchase price in exchange for cash, property or other Awards without first obtaining the approval of the Company’s stockholders; or (ii) accelerate the vesting of any Awards (except pursuant to Section 11).

    (d)All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including the Company and the Participants.
    (e)The expenses of administering the Plan shall be borne by the Company and its Affiliates.
    (f)If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee. Except as otherwise provided in the Articles of Incorporation or Bylaws of the Company, any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the Committee’s members.
    Section 4.Shares Reserved for Issuance Under the Plan.
    (a)Subject to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under the Plan shall be equal to the sum of (i) 8,150,000 shares, plus (ii) the number of shares of Common Stock reserved, but unissued under the Prior Plan; and (iii) the number of shares of Common Stock underlying forfeited awards under the Prior Plan; provided, that, shares of Common Stock issued under the Plan with respect to an Exempt Award shall not count against such share limit. Following the Effective Date, no further awards shall be issued under the Prior Plan, but all awards under the Prior Plan which are outstanding as of the Effective Date (including any Grandfathered Arrangement) shall continue to be governed by the terms, conditions and procedures set forth in the Prior Plan and any applicable Award Agreement.
    (b)Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If an Award entitles the Participant to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for granting Awards under the Plan. Notwithstanding the foregoing, (i) Shares surrendered or withheld as payment of either the Exercise Price of an Award (including Shares otherwise underlying a Stock Appreciation Right that are retained by the Company to account for the Exercise Price of such Stock Appreciation Right) and/or withholding taxes in respect of an Award and (ii) any Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall no longer be available for grant under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of Shares shall no longer be available for grant under the Plan.
    (c)No more than 8,150,000 Shares shall be issued pursuant to the exercise of ISOs.
    (d)Director Compensation Limits. Notwithstanding any provision to the contrary in the Plan, the sum of the grant date Fair Market Value of equity-based Awards (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) plus any cash fees paid by the Company for serving as a non-employee director of the Board during any calendar year shall not exceed $500,000, increased to $750,000 in the calendar year of his or her initial service as a non-employee director.
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    Section 5.Equitable Adjustments.
    In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number and kind of securities reserved for issuance under the Plan pursuant to Section 4, (ii) the kind, number of securities subject to, and the Exercise Price subject to outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price of Shares or other securities or the amount of cash or amount or type of other property subject to outstanding Restricted Stock, Restricted Stock Units or Other Stock-Based Awards granted under the Plan; and/or (iv) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); provided, however, that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in connection with a PersonChange in Capitalization, the Administrator may provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market Value of the Shares, cash or other property covered by such Award, reduced by the aggregate Exercise Price or purchase price thereof, if any; provided, however, that if the Exercise Price or purchase price of any outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, the Administrator may cancel such Award without the payment of any consideration to the Participant. Further, without limiting the generality of the foregoing, with respect to Awards subject to foreign laws, adjustments made hereunder shall be made in compliance with applicable requirements. Except to the extent determined by the Administrator, any adjustments to ISOs under this Section 5 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code. The Administrator’s determinations pursuant to this Section 5 shall be final, binding and conclusive.
    Section 6.Eligibility.
    The Participants in the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.
    Section 7.Options.
    (a)General. Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall be a Nonqualified Stock Option). The provisions of each Option need not be the same with respect to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement.
    (b)Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.
    (c)Option Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, subject to Section 4(d) of the Plan, the Administrator shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator, in its sole discretion, deems appropriate.
    (d)Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion.
    (e)Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of whole Shares to be purchased, accompanied by payment in full of the
    55
    aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted by Applicable Laws or (iv) any combination of the foregoing.
    (f)ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan. At the discretion of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company.
    (1)ISO Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of the ISO shall not exceed five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant.
    (2)$100,000 Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.
    (3)Disqualifying Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the Participant makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Shares.

    (g)Rights as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, and has paid in full for such Shares and has satisfied the requirements of Section 15 hereof.
    (h)Termination of Employment or Service. Treatment of an Option upon termination of employment of a Participant shall be provided for by the Administrator in the Award Agreement.
    (i)Other Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of a Participant, in the discretion of the Administrator.
    Section 8.Stock Appreciation Rights.
    (a)General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made. Each Participant who is granted a Stock Appreciation Right shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of Shares to be awarded, the Exercise Price per Share, and all other conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant. Stock Appreciation Rights granted under the Plan shall be subject to the following terms
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    and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.
    (b)Awards; Rights as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with respect to the shares of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 15 hereof.
    (c)Exercise Price. The Exercise Price of Shares purchasable under a Stock Appreciation Right shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of a Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.
    (d)Exercisability.
    (1)Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator in the applicable Award Agreement.
    (2)Stock Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.

    (e)Payment Upon Exercise.
    (1)Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price per share specified in the Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised.
    (2)A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option multiplied by the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.

    (3)Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of Shares and cash).

    (f)Termination of Employment or Service. Treatment of a Stock Appreciation Right upon termination of employment of a Participant shall be provided for by the Administrator in the Award Agreement.
    (g)Term.
    (1)The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such right is granted.
    (2)The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after the date such right is granted.

    (h)Other Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment or service status of a Participant, in the discretion of the Administrator.
    Section 9.Restricted Stock and Restricted Stock Units.
    (a)General. Restricted Stock or Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made. Each Participant who is granted Restricted Stock or Restricted Stock Units shall enter into an Award Agreement
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    with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time restrictions, performance goals or other conditions that apply to Transferability, delivery or vesting of such Awards (the “Restricted Period”); and all other conditions applicable to the Restricted Stock and Restricted Stock Units. If the restrictions, performance goals or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock or Restricted Stock Units, in accordance with the terms of the grant. The provisions of the Restricted Stock or Restricted Stock Units need not be the same with respect to each Participant.
    (b)Awards and Certificates. Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an Award of Restricted Stock may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Stock; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to any such Award. The Company may require that the share certificates, if any, evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a share transfer form, endorsed in blank, relating to the Shares covered by such Award. Certificates for shares of unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in such Restricted Stock Award. With respect to Restricted Stock Units to be settled in Shares, at the expiration of the Restricted Period, share certificates in respect of the shares of Common Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the number of shares of Common Stock underlying the Restricted Stock Units Award. Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled in Shares (at the expiration of the Restricted Period, and whether before or after any vesting conditions have been satisfied) may, in the Company’s sole discretion, be issued in uncertificated form. Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, Shares, or cash, as applicable, shall promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment shall in any event be made within such period as is required to avoid the imposition of a tax under Section 409A of the Code.
    (c)Restrictions and Conditions. The Restricted Stock or Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code where applicable, thereafter:
    (1)The Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion, including, but not limited to, the attainment of certain performance goals, the Participant’s termination of employment or service with the Company or any Affiliate thereof, or the Participant’s death or Disability. Notwithstanding the foregoing, upon a Change in Control, the outstanding Awards shall be subject to Section 11 hereof.
    (2)Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect to Restricted Stock during the Restricted Period; provided, however, that dividends declared during the Restricted Period with respect to an Award, shall only become payable if (and to the extent) the underlying Restricted Stock vests. Except as provided in the applicable Award Agreement, the Participant shall generally not have the rights of a stockholder with respect to Shares subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to dividends declared during the Restricted Period with respect to the number of Shares covered by Restricted Stock Units shall, unless otherwise set forth in an Award Agreement, be paid to the Participant at the time (and to the extent) Shares in respect of the related Restricted Stock Units are delivered to the Participant. Certificates for Shares of unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Stock or Restricted Stock Units, except as the Administrator, in its sole discretion, shall otherwise determine.

    (3)The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment or service as a director or independent contractor to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the Award Agreement.
    (4)Form of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that any Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in connection with the Award.
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    Section 10.Other Stock-Based Awards.
    Other Stock-Based Awards may be issued under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted. Each Participant who is granted an Other Stock-Based Award shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of shares of Common Stock to be granted pursuant to such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, (A)but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards. In the event that the Administrator grants a bonus in the form of Shares, the Shares constituting such bonus shall, as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such bonus is payable. Notwithstanding anything set forth in the Plan to the contrary, any dividend or dividend equivalent Award issued hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as apply to the underlying Award.
    Section 11.Change in Control.
    Unless otherwise determined by the Administrator and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and (b) the Participant is employed by the Company or any of its Subsidiaries; (B)Affiliates immediately prior to the consummation of such Change in Control then upon the consummation of such Change in Control, the Administrator, in its sole and absolute discretion, may:
    1.provide that any unvested or unexercisable portion of any Award carrying a trusteeright to exercise become fully vested and exercisable; and
    2.cause the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan to lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be fully achieved at target performance levels.
    If the Administrator determines in its discretion pursuant to Section 3(b)(4) hereof to accelerate the vesting of Options and/or Share Appreciation Rights in connection with a Change in Control, the Administrator shall also have discretion in connection with such action to provide that all Options and/or Stock Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change in Control.
    Section 12.Amendment and Termination.
    The Board may amend, alter or terminate the Plan at any time, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. The Board shall obtain approval of the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of any rules of the stock exchange on which the Common Stock is traded or other fiduciary holding securitiesApplicable Law. Subject to Section 3(c), the Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately preceding sentence, no such amendment shall materially impair the rights of any Participant without his or her consent.
    Section 13.Unfunded Status of Plan.
    The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.
    Section 14.Withholding Taxes.
    Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of an amount up to the maximum statutory tax rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by Applicable
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    Laws, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an employeeAward, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto. Whenever Shares or property other than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the tax obligations; provided, that, with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or other property, as applicable, or (ii) delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. Such already owned and unrestricted shares of Common Stock shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined and any fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by Applicable Laws, to satisfy its withholding obligation with respect to any Award.
    Section 15.Transfer of Awards.
    Until such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of an Award or any economic benefit planor interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of such Shares or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions of the immediately preceding sentence, an Option or a Stock Appreciation Right may be exercised, during the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal Disability, by the Participant’s guardian or legal representative.
    Section 16.Continued Employment or Service.
    Neither the adoption of the Plan nor the grant of an Award shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment or service of any of its Subsidiaries; (C)Eligible Recipients at any time.
    Section 17.Effective Date.
    The Plan was approved by the Board on April 23, 2021 and shall be adopted and become effective on the date that it is approved by the Company’s stockholders (the “Effective Date”).
    Section 18.Electronic Signature.
    Participant’s electronic signature of an underwriter temporarily holding securitiesAward Agreement shall have the same validity and effect as a signature affixed by hand.
    Section 19.Term of Plan.
    No Award shall be granted pursuant to an offeringthe Plan on or after the tenth anniversary of such securities; or (D) a corporation owned, directly or indirectly, by the stockholdersEffective Date, but Awards theretofore granted may extend beyond that date.
    Section 20.Securities Matters and Regulations.
    (a)Notwithstanding anything herein to the contrary, the obligation of the Company in substantiallyto sell or deliver Shares with respect to any Award granted under the same proportionPlan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as their ownership of stockmay be deemed necessary or appropriate by the Administrator. The Administrator may require, as a condition of the Company.

            Notwithstandingissuance and delivery of certificates evidencing shares of Common Stock pursuant to the foregoing, (1)terms hereof, that the recipient of such shares

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    make such agreements and representations, and that such certificates bear such legends, as the Administrator, may waivein its sole discretion, deems necessary or advisable.
    (b)Each Award is subject to the requirement described in paragraph (iv) above that, a Person must acquire more than 50% of the outstanding voting securities of the Corporation for a Change in Control to have occurred if at any time the Administrator determines that the percentagelisting, registration or qualification of Shares is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares, no such Award shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.
    (c)In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired by such Participant is acquired for investment only and not with a person is significant (as determined byview to distribution.
    Section 21.Section 409A of the Administrator in its discretion)Code.
    The Plan as well as payments and that waiving such condition is appropriate in light of all facts and circumstances, and (2) no compensation that has been deferred for purposes ofbenefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be payable as a result of a Changeinterpreted in Control unlessaccordance therewith. Notwithstanding anything contained herein to the Changecontrary, to the extent required in Control qualifies as a change in ownership order to avoid accelerated taxation and/or effective controltax penalties under Section 409A of the CorporationCode, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code.

    7.3    Early Termination of Awards. Any award that has been accelerated as required or permitted by Section 7.2 upon a Change in Control (or would have been so accelerated but for Section 7.4 or 7.5) shall terminate upon such event, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation of such award and provided that,payments described in the case of options and SARsPlan that will not survive, be substituted for, assumed, exchanged, or otherwise continuedare due within the “short term deferral period” as defined in the transaction, the holder of such award shall be given reasonable advance noticeSection 409A of the impending termination and a reasonable opportunity to exercise his or her outstanding options and SARs in accordance with their terms before the termination of such awards (except that in no caseCode shall more than ten days' notice of accelerated vesting and the impending terminationnot be required and any acceleration may be made contingent upon the actual occurrence of the event).

            The Administrator may make provision for payment in cash or property (or both) in respect of awards terminated pursuant to this sectiontreated as a result of the Change in Control and may adopt such valuation methodologies for outstanding awards as it deems reasonable and, in the case of options, SARs or similar rights, and without limiting other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.

    7.4    Other Acceleration Rules.    Any acceleration of awards pursuant to this Section 7 shall comply with applicable legal and stock exchange requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator to occur a limited period of time not greater than 30 days before the event. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately priordeferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the applicable event and/or reinstate the original terms of an award if an event giving rise to the acceleration does not occur. Notwithstanding any other provision ofcontrary in the Plan, to the contrary,extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Administrator may override the provisionsCompany or any of Section 7.2, 7.3, and/or 7.5 by express provisionits Affiliates) are payable upon a separation from service and such payment would result in the award agreement or otherwise. The portionimposition of any ISO accelerated pursuant toindividual tax and penalty interest charges imposed under Section 7.2 or any other action permitted hereunder shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion409A of the optionCode, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be exercisableconstrued as a nonqualified stock option under the Code.

    7.5    Possible Rescission of Acceleration.    If the vesting of an award has been accelerated expressly in anticipation of an event and the Administrator later determines that the event will not occur, the


    Administrator may rescind the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested awards;provided, that, in the case of any compensation that has been deferredseparate identified payment for purposes of Section 409A of the Code,Code. The Company makes no representation that any or all of the Administrator determines that such rescission will not likely resultpayments or benefits described in the imposition of additional tax or interest under Code Section 409A.

    8.     OTHER PROVISIONS

    8.1    Compliance with Laws.    This Plan, the granting and vesting of awards under this Plan will be exempt from or comply with Section 409A of the offer, issuanceCode and deliverymakes no undertaking to preclude Section 409A of shares of Common Stock, the acceptance of promissory notes and/orCode from applying to any such payment. The Participant shall be solely responsible for the payment of moneyany taxes and penalties incurred under this Plan or under awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law, federal margin requirements) and to such approvals by any applicable stock exchange listing, regulatory or governmental authority as may, in the opinionSection 409A.

    Section 22.Notification of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

    8.2    Future Awards/Other Rights.    No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

    8.3    No Employment/Service Contract.    Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other serviceElection Under Section 83(b) of the Corporation or one of its Subsidiaries, constituteCode.

    If any contract or agreement of employment or other service or affect an employee's status as an employee at will, norParticipant shall, interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person's compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.

    8.4    Plan Not Funded.    Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

    8.5    Tax Withholding.    Upon any exercise, vesting, or payment of any award, the Corporation or one of its Subsidiaries shall have the right at its option to:

            (a)   require the participant (or the participant's personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the


    Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment; or

            (b)   deduct from any amount otherwise payable in cash to the participant (or the participant's personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment.

            In any case where a tax is required to be withheld in connection with the deliveryacquisition of shares of Common Stock under thisthe Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify the Company of such election within ten (10) days after filing notice of the election with the Internal Revenue Service.

    Section 23.No Fractional Shares.
    No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
    Section 24.Beneficiary.
    A Participant may file with the Administrator a written designation of a beneficiary on such form as may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions asbe prescribed by the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law.

    8.6    Effective Date, Termination and Suspension, Amendments.

    8.6.1    Effective Date and Termination.    This Plan was approved by the Board and became effective on June 11, 2014. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on June 11, 2024. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may, be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

    8.6.2    Board Authorization.    The Board may, at any time, terminate or, from time to time, amend modify or suspendrevoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

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    Section 25.Paperless Administration.
    In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.
    Section 26.Severability.
    If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.
    Section 27.Clawback.
    (a)If the Company is required to prepare a financial restatement due to the material non-compliance of the Company with any financial reporting requirement, then the Committee may require any Section 16 Officer to repay or forfeit to the Company, and each Section 16 Officer agrees to so repay or forfeit, that part of the Incentive Compensation received by that Section 16 Officer during the three-year period preceding the publication of the restated financial statement that the Committee determines was in excess of the amount that such Section 16 Officer would have received had such Incentive Compensation been calculated based on the financial results reported in the restated financial statement. The Committee may take into account any factors it deems reasonable in determining whether to seek recoupment of previously paid Incentive Compensation and how much Incentive Compensation to recoup from each Section 16 Officer (which need not be the same amount or proportion for each Section 16 Officer), including any determination by the Committee that a Section 16 Officer engaged in fraud, willful misconduct or committed grossly negligent acts or omissions which materially contributed to the events that led to the financial restatement. The amount and form of the Incentive Compensation to be recouped shall be determined by the Committee in its sole and absolute discretion, and recoupment of Incentive Compensation may be made, in the Committee’s sole and absolute discretion, through the cancellation of vested or unvested Awards, cash repayment or both.
    (b)Notwithstanding any other provisions in this Plan, in wholeany Award which is subject to recovery under any Applicable Laws, government regulation or in part. No awards may be granted during any period that the Board suspends this Plan.

    8.6.3    Stockholder Approval.    To the extent then required by applicable law or any applicable stock exchange or required under Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this Plan and any amendment to this Plan shalllisting requirement, will be subject to stockholder approval.

    8.6.4    Amendmentssuch deductions and clawback as may be required to Awards.    Without limitingbe made pursuant to such Applicable Law, government regulation or stock exchange listing requirement (or any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the limitations set forth in Section 3.2(g).

    8.6.5    Limitations on Amendments to Plan and Awards.    No amendment, suspension or termination of this Plan or change of or affecting any outstanding award shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.

    8.7    Privileges of Stock Ownership.    Except as otherwise expressly authorizedpolicy adopted by the Administrator or this Plan, a participant shall not be entitledCompany pursuant to any privilege ofsuch law, government regulation or stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. No adjustment will be

    exchange listing requirement).

    made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.

    8.8Section 28.Governing Law; Construction; Severability.

    8.8.1    Choice of Law.    This

    The Plan the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with, the laws of the State of Delaware.

    8.8.2    Severability.    If a courtDelaware, without giving effect to principles of competent jurisdiction holds any provision invalid and unenforceable,conflicts of law of such state.

    Section 29.Indemnification.
    To the remaining provisions of this Plan shall continue in effect.

    8.8.3    Plan Construction.

            (a)    Rule 16b-3.    It is the intentextent allowable pursuant to applicable law, each member of the Corporation thatBoard and the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.

            (b)    Section 162(m).    Awards under Sections 5.1.4 through 5.1.7 to persons described in Section 5.2 that are either granted or become vested, exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying Options and Qualifying SARs granted to persons described in Section 5.2, that are approved by a committee composed solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awardsAdministrator and any officer or other Performance-Based Awards under Section 5.2 that are grantedemployee to or held by a person subjectwhom authority to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).

            (c)    Code Section 409A Compliance.    The Board intends that, except as may be otherwise determined by the Administrator,administer any awards under the Plan are either exempt from or satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements ("Section 409A") to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an award, award agreement, acceleration, adjustment to the terms of an award, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisionscomponent of the Plan would, if undertaken, causeis designated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a participant's award to become subject to Section 409A, unless the Administrator expressly determines otherwise, such award, award agreement, payment, acceleration, adjustment, distribution, deferral election, transactionparty or otherin which he or she may be a party or in which he or she may be involved by reason of any action or arrangementfailure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be undertaken and the related provisionsexclusive of the Plan and/or award agreement willany other rights of indemnification to which such individuals may be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409Aentitled pursuant to the extent determined by the Administrator without the contentCompany’s Articles of Incorporation or notice to the participant. Notwithstanding the foregoing, neitherBylaws, as a matter of law, or otherwise, or any power that the Company nor the Administrator shallmay have any obligation to take any actionindemnify them or hold them harmless.

    Section 30.Titles and Headings, References to prevent the assessment of any excise tax or penalty on any participant under Section 409A and neither the Company nor the Administrator will have any liability to any participant for such tax or penalty.

            (d)    No Guarantee of Favorable Tax Treatment.    Although the Company intends that awards under the Plan will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any award under the Plan will qualify for favorable tax treatment


    under Section 409ASections of the Code or any other provision of federal, state, local or foreign law. Exchange Act.

    The Company shall not be liable to any participant for any tax, interest or penalties the participant might owe as a resulttitles and headings of the grant, holding, vesting, exercise or paymentsections in the Plan are for convenience of reference only and, in the event of any awardconflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.
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    Section 31.Successors.
    The obligations of the Company under the Plan

    8.9    Captions.    Captions and headings are given to shall be binding upon any successor corporation or organization resulting from the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

    8.10    Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation.    Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, arrangement, business combination, merger, consolidation or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stockCompany, or assetsupon any successor corporation or organization succeeding to substantially all of the employing entity. The awards so granted need not comply withassets and business of the Company.

    Section 32.Relationship to other specific terms of this Plan, provided the awards reflect only adjustments giving effectBenefits.
    No payment pursuant to the assumptionPlan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or substitution consistent withother benefit plan of the conversion applicableCompany or any Affiliate except to the Common Stockextent otherwise expressly provided in the transaction and any changewriting in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution or as may be required to comply with the requirements of any applicable stock exchange.

    8.11    Non-Exclusivity of Plan.    Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

    8.12    No Corporate Action Restriction.    The existencean agreement thereunder.

    63
    Table of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, arrangement, business combination, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.

    8.13    Other Corporation Benefit and Compensation Programs.    Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant's compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth in the terms and conditions of such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to, in combination with, as alternatives


    Contents

    to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or its Subsidiaries.

    8.14    Prohibition on Repricing.    Subject to Section 4, the Administrator shall not, without the approval of the stockholders of the Corporation (i) reduce the exercise price, or cancel and reissue options so as to in effect reduce the exercise price or (ii) change the manner of determining the exercise price so that the exercise price is less than the fair market value per share of Common Stock.

            As adopted by the Board of Directors of Trovagene, Inc. on June 11, 2014 and amended on March 30, 2015.


    PROXY CARD

    TROVAGENE,


    CARDIFF ONCOLOGY, INC.


    PROXY FOR ANNUAL MEETING TO BE HELD ON MAY 17, 2016

    JUNE 20, 2024

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


    The undersigned hereby appoints, Thomas H. AdamsMark Erlander and Elizabeth Anderson,Brigitte Lindsay, and each of them, as proxies, each with full power of substitution, to represent and to vote all the shares of common stock of Trovagene,Cardiff Oncology, Inc. (the “Company”), which the undersigned would be entitled to vote, at the Company’s Annual Meeting of Stockholders to be held on May 17, 2016June 20, 2024 and at any adjournments or postponements thereof, subject to the directions indicated on this Proxy Card.


    In their discretion, the proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments or postponements thereof.


    THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.


    This proxy is governed by the laws of the State of Delaware.


    IMPORTANT—This Proxy must be signed and dated on the reverse side.


    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 17, 2016June 20, 2024 at 9:00 am local time at the Company’s offices located at 11122 Roselle Street,11055 Flintkote Avenue, San Diego, CaliforniaCA 92121. The proxy statement and 2015 annual report to stockholdersthe 2023 Annual Report on Form 10-K are available at www.pstvote.com/trovagene2016.

    https://annualgeneralmeetings.com/crdf2024.


    THIS IS YOUR PROXY

    YOUR VOTE IS IMPORTANT!


    Dear Stockholder:


    We cordially invite you to attend the Annual Meeting of Stockholders of Trovagene,Cardiff Oncology, Inc. to be held at Trovagene’sCardiff Oncology's offices located at 11122 Roselle Street,11055 Flintkote Avenue, San Diego, CaliforniaCA 92121, on May 17, 2016,June 20, 2024, beginning at 9:00 a.m. local time.


    Please read the proxy statement which describes the proposals and presents other important information, and complete, sign and return your proxy promptly in the enclosed envelope.


    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1-4

    1,2, 3 AND 4.

    1. Election of Directors

    Nominees.

    Nominees

    		FOR

    		WITHHOLD

    01-Dr. James O. Armitage

    		o

    		o

    01-Thomas H. Adams

    02-Gary S. Jacob

    02-Mark Erlander, Ph.D.

    		oo
    03-Dr. Rodney Markin

    04-John

    		oo
    04-Mani Mohindru, Ph.D.oo
    05-Gary W. Pace, Ph.D.oo
    06-Renee P. Brancaccio

    05-Dr. Stanley Tennant

    06- Dr. Paul Billings

    Tannenbaum, Pharm.D.

    		o

    o

    o

    o

    o

    o

    		o

    07-Lâle Whiteo

    		o

    o

    o

    o



    2. Proposal to ratify the appointment of BDO USA, LLPP.C. as the Company’s independent registered public accounting firmaccountants for the fiscal year ending December 31, 2016.

    2024.

    FOR
    o

    FOR

    AGAINST
    o

    AGAINST

    ABSTAIN
    o

    ABSTAIN

    o

    3. Proposal to approve an amendment to the Company's 2021 Omnibus Equity Incentive Plan to increase the number of shares issuable thereunder to 8,150,000 shares from 5,150,000 shares.

    FOR
    o

    AGAINST
    o

    ABSTAIN
    o

    3.

    4. Proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers.

    FOR
    o

    FOR

    AGAINST
    o

    AGAINST

    ABSTAIN
    o

    ABSTAIN

    o

    4. Proposal to approve an amendment to the Company’s 2014 Equity Incentive Plan to increase the number of shares issuable thereunder to 7,500,000 shares from 5,000,000 shares.

    FOR

    o

    AGAINST

    o

    ABSTAIN

    o


    Important: Please sign exactly as name appears on this proxy. When signing as attorney, executor, trustee, guardian, corporate officer, etc., please indicate full title.


    Dated:

    Dated: , 2016

    2024

    		Signature

    Signature

    Name (printed)

    		Title

    Title


    VOTING INSTRUCTIONS


    You may vote your proxy in the following ways:


    1.VIA INTERNET:


    Login to www.pstvote.com/trovagene2016

    https://.annualgeneralmeetings.com/crdf2024

    Enter your control number (12 digit number located below)


    2.VIA MAIL:

    Philadelphia


    Pacific Stock Transfer Inc.

    2320 Haverford Rd.,Company

    c/o Proxy Department
    6725 Via Austi Pkwy, Suite 230

    Ardmore, PA 19003

    300

    Las Vegas, Nevada 89119

    CONTROL NUMBER:


    You may vote by Internet 24 hours a day, 7 days a week. Internet voting is available through 11:59 p.m. (EDT),

    prevailing time, on May 16, 2016.

    June 19, 2024.




    QuickLinks

    If You Plan to Attend
    QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
    PROPOSAL 1 ELECTION OF DIRECTORS
    PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2016
    PROPOSAL 3 ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    PROPOSAL 4 APPROVAL OF AN INCREASE TO THE NUMBER OF AUTHORIZED SHARES ISSUABLE UNDER THE 2014 EQUITY INCENTIVE PLAN
    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
    SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
    EXECUTIVE COMPENSATION
    SUMMARY COMPENSATION TABLE
    GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2015
    Grants of Plan-Based Awards in 2015
    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
    OPTION EXERCISES AND STOCK VESTED
    PENSION BENEFITS-NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION
    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    OTHER MATTERS
    ADDITIONAL INFORMATION
    TROVAGENE, INC. 2014 EQUITY INCENTIVE PLAN