Verastem, Inc.

117 Kendrick Street, Suite 500

Needham, MA 02494

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Wednesday,Tuesday, May 11, 201618, 2021 at 9:00 am EDTEastern Time

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GENERAL INFORMATION

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What is the Notice of Internet Availability of Proxy Materials that I received instead of complete proxy materials?

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The Securities Exchange Commission (the “SEC”) rules allow companies to furnish proxy materials, including this proxy statement and our Annual Report, by providing access to these documents on the internet instead of mailing printed copies of our proxy materials to stockholders. On or about April 8, 2021, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which provides instructions for accessing proxy materials on a website, for requesting, free of charge, electronic or printed copies of the proxy materials and how to submit a proxy electronically using the internet.

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If you want a paper copy of the proxy materials for the Annual Meeting and for all future meetings, please follow the instructions in the Notice for requesting such materials. The electronic delivery option lowers costs and reduces the environmental impact of printing and distributing the materials.

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How can I access the proxy materials over the internet?

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You may view and download our proxy materials, including our 2020 Annual Report on Form 10-K, at https://materials.proxyvote.com/92337C. Please see the instructions below regarding how to submit your vote.

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

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ThisOur Notice of Internet Availability of Proxy Materials or this proxy statement and accompanying proxy card are being distributed on or for shares heldabout April 8, 2021. You are receiving these proxy materials in street name (held for your accountconnection with the solicitation by a broker or other nominee), voting instruction form, are scheduledthe Board of Directors of proxies to be sent to stockholders beginning on April 8, 2016.voted at the Annual Meeting.

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Who is soliciting my vote?

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The Board of Directors of the Company (the “Board of Directors” or “Board”) is soliciting your vote for the 2016 Annual Meeting of Stockholders.Meeting.

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When is the record date for the Annual Meeting?

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The Company’s Board of Directors has fixed the record date for the Annual Meeting as of the close of business on March 29, 2016.22, 2021 (the “Record Date”).

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How many votes can be cast by all stockholders?

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A total of 36,992,418171,665,716 shares of common stock of the Company were outstanding on March 29, 201622, 2021 and are entitled to be voted at the Annual Meeting. Each share of common stock is entitled to one vote on each matter.

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How do I vote?

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If you are a stockholder of record and your shares are registered directly in your name, you may vote:

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·By Internet.  Access the website at www.proxyvote.com and follow the instructions on the enclosed proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted, or your Internet vote cannot be completed and you will receive an error message.​

·By Telephone.  Call 1-800-690-6903 toll-free and follow the instructions on the enclosed proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted, or your telephone vote cannot be completed.

·By Mail.  Complete and mail the enclosed proxy card in the enclosed postage prepaid envelope to Vote Processing, c/o Broadridge. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy but do not specify how you want your shares voted, they will be voted FOR the election as directors of the nominees named herein to the Company’s Board of Directors, and FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 and will be voted according to the discretion of the proxy holder named in the proxy card upon any other business that may properly be brought before the Annual Meeting and at all adjournments and postponements thereof.

·In Person at the Annual Meeting.  If you attend the Annual Meeting, be sure to bring a form of personal picture identification with you, and you may deliver your completed proxy card in person, or you may vote by completing a ballot, which will be available at the Annual Meeting.

If your shares of common stock are held in street name (held for your account by a broker or other nominee):

Who pays the cost for soliciting proxies?

Verastem will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. Verastem may solicit proxies by mail, personal interview, telephone, or via the Internetinternet through its officers, directors and other management employees, who will receive no additional compensation for their services.

Can I change my vote?

You may revoke your proxy at any time before it is voted by notifying the Secretary of the Company in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internetinternet or by telephone prior to the close of the Internetinternet voting facility or the telephone voting facility, or by attending the Annual Meeting and voting in person.virtually. If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (i.e., shares represented at the Annual Meeting held by brokers, bankers or other nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and, with respect to one or more but not all issues, such brokers or nominees do not have discretionary voting power to vote such shares), if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

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What vote is required to approve each item?

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Proposal No. 1 — Election of Directors: Directors are elected by a plurality of votes cast (Proposal 1). Acast. Because there is no minimum vote to abstain or arequired, abstentions and broker non-votenon-votes will have no direct effect on the outcome.outcome of this proposal.

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Proposal No. 2 — Adoption of the 2021 Plan: A majority of votes cast is necessary for the approval of the 2021 Plan. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.

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Proposal No. 3 — Ratification of Ernst & Young LLP: A majority of votes cast is necessary for ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal 2). A vote to abstain2021. Abstentions will have no direct effect on the outcome.outcome of this proposal.

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authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

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What happens if the Annual Meeting is postponed or adjourned?

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Your proxy may be voted at the postponed or adjourned Annual Meeting. You will still be able to change your proxy until it is voted.

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What does it mean if I receive more than one proxy card or voting instruction form?

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It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

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Who should I call if I have any additional questions?

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If you hold your shares directly, please call Lara Meisner,the Secretary of the Company at (781) 292-4200. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR

EACH OF THESE NOMINEESTHE NOMINEE FOR CLASS IIII DIRECTOR

(PROPOSAL NO. 1 ON YOUR PROXY CARD)

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DIRECTOR BIOGRAPHIES

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Below sets forthThe following information concerningregarding our directors is as of April 1, 2016.March 22, 2021. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board of Directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.

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CLASS IIII DIRECTOR NOMINEESNOMINEE

Gina ConsylmanPaul Friedman M.D., age 73,49, is a Class IIII director who has served as a member of our Board of Directors since May 2014. Dr. Friedman wasOctober 2018. Ms. Consylman has been the Chief Executive Officer of Incyte Corporation from November 2001 until his retirement in January 2014 and oversaw the development and commercialization of Jakafi®. Dr. Friedman joined Incyte from DuPont Pharmaceuticals Research Laboratories where he served as President. Previously, he served as President of Research and Development of The DuPont Merck Pharmaceutical Company, and Senior Vice President, at Merck Research Laboratories. During his career, Dr. Friedman was involved inChief Financial Officer of Ironwood Pharmaceuticals, Inc. (“Ironwood”) since November 2017. Previously, she served as interim Chief Financial Officer from September 2017 to November 2017, and as Vice President of Finance and Chief Accounting Officer from August 2015 to November 2017. Ms. Consylman also served as Ironwood’s Vice President, Corporate Controller and Chief Accounting Officer from June 2014 to July 2015. She also serves as a member of the discovery and/or development of a number of successful pharmaceutical products, including Jakafi®, Aggrastat®, Trusopt®, Crixivan®, Sustiva®, Pedvax®, Pneumovax®, Vaqta®, Varivax® Cozaar®/Hyzaar® and Fosamax®. Dr. Friedman earned his M.D. from Harvard Medical School where he subsequently became an Associate Professor of Medicine and Pharmacology and was a practicing physician at New York-Presbyterian Hospital, College of Physicians and Surgeons. Dr. Friedman currently serves on the boardsboard of directors of publicly traded companies, Incyte (INCY), Synta Pharmaceuticals Corp. (SNTA), Cerulean Pharma,Assembly Biosciences, Inc. (CERU)since October 2020. She has more than 25 years of experience in corporate finance, accounting and ontax. Prior to joining Ironwood, Ms. Consylman was Vice President, Corporate Controller and Principal Accounting Officer at Analogic Corporation (acquired by funds affiliated with Altaris Capital Partners, LLC) from February 2012 to June 2014, then a publicly-held healthcare and security technology solutions company, where she oversaw the boards of directors of privately held companies, Gliknik,company’s global accounting and treasury teams. Prior to her work at Analogic, Ms. Consylman served as Senior Director, Corporate Accounting at Biogen, Inc. from November 2009 to February 2012, where she led the accounting teams for the corporate and Navitor Pharmaceuticals,U.S. commercial business units, and various other finance and accounting roles, including Corporate Controller at Varian Semiconductor Equipment Associates, Inc. Dr. Friedman currently serves as(acquired by Applied Materials, Inc.). Ms. Consylman, a diplomat of the American Board of Internal MedicineCertified Public Accountant, began her career in public accounting at Ernst & Young LLP. She holds a B.S. in accounting from Johnson & Wales University and a Member of the American Society of Clinical Investigation. He has authored or co-authored over 100 scientific publications. M.S. in taxation from Bentley University. The Board of Directors believes that Dr. Friedman’sMs. Consylman’s qualifications to sit on the Board include his medical background, hisher significant financial, accounting and management expertise, as well as her experience inwithin the developmentpharmaceutical and commercialization of pharmaceutical products and his leadership experience at other pharmaceutical companies.

biotechnology industries.

DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE

Michael Kauffman M.D.M.D., age 52,57, is a Class I director who has served as a member of our Board of Directors since November 2012.2012 and our lead director since June 2016. Dr. Kauffman has been the President and Chief Executive Officer of Karyopharm Therapeutics Inc., a publicly traded commercial stage biotechnology company, since January 2011 and was a Science Advisor to Bessemer Venture Partners from 2008 to 2011. Dr. Kauffman was the Chief Medical Officer of Onyx Pharmaceuticals, Inc., a publicly traded biotechnology company, from January 2010November 2009 until December 2010. Dr. Kauffman was the Chief Medical Officer of Proteolix, Inc., a privately held pharmaceutical company, from April 2009 until November 2009, when it was acquired by Onyx.Onyx Pharmaceuticals, Inc. From September 2002 until July 2008, Dr. Kauffman was the President and Chief Executive Officer of EPIX Pharmaceuticals, Inc., a

at Beth Israel Deaconess and Massachusetts General Hospitals. HeHospitals, and is board certified in internal medicine. The Board of Directors believes that Dr. Kauffman’s qualifications to sit on the Board include the combination of his significant business, clinical development and leadership experience at public life sciences companies and his medical and scientific background.

Eric Rowinsky M.D.S. Louise Phanstiel,, age 57,64, is a Class I director who has served as a member of our Board of Directors since September 2012. Ms. PhanstielMay 2017. Dr. Rowinsky has been the Executive Director and President of RGenix, Inc. since June 2016. He has also been a consulting Chief Medical Officer for Hummingbird Biosciences since February 2020 and served as the Chief Scientific Officer of Clearpath Development Co. from June 2016 to December 2020. Prior to this, Dr. Rowinsky served as the Head of Research and Development, Chief Medical Officer and Executive Vice President of Stemline Therapeutics, Inc. from February 2011 to January 2016. In 2010, Dr. Rowinsky co-founded Primrose Therapeutics and became its Chief Executive Officer, until it was acquired in 2011. From 2005 to 2010, he served as the Chief Medical Officer and Executive Vice President of Clinical Development and Regulatory Affairs of ImClone Systems Incorporated, a life sciences company focused on monoclonal antibodies, which was acquired by Eli Lilly and Company. Previous to that, Dr. Rowinsky held several important positions at WellPoint, Inc. from 1996the Cancer Therapy and Research Center’s Institute of Drug Development, including Director of the Institute and SBC Endowed Chair for Early Drug Development. Prior to 2007, including President, Specialty Products (2003 to 2007), Senior Vice President, Chiefthat, he served as Clinical Professor of Staff and Corporate PlanningMedicine in the OfficeDivision of the Chairman (2000 to 2003), and Senior Vice President, Chief Accounting Officer, Controller, and Chief Financial Officer for all WellPoint, Inc. subsidiaries, including Blue Cross of California (1996 to 2000). Previously, Ms. Phanstiel was a partnerMedical Oncology at the international services firmUniversity of Coopers & Lybrand, where she served clients in lifeTexas Health Science Center at San Antonio and property/casualty insurance, high technology, and higher education. Ms. Phanstiel has servedas Associate Professor of Oncology at the Johns Hopkins University School of Medicine. Since 2011, Dr. Rowinsky serves on the boardboards of directors of Myriad Genetics since September 2009,Biogen Idec, Inc., Purple Biotech, Inc, and Fortress Biosciences, Inc., and formerly served on the board of directors of Inveresk Research Group,BIND Therapeutics, prior to its acquisition by Pfizer, and Navidea Biopharmaceuticals, Inc. and Charles River Laboratories, Inc. Ms. PhanstielDr. Rowinsky received a B.A. degree in AccountingLiberal Arts from Golden GateNew York University and is a Certified Public Accountant.earned his M.D. from Vanderbilt University. The Board of Directors believes that Ms. Phanstiel’sDr. Rowinsky’s qualifications to sit on the Board include her significant financialhis extensive research and investmentdrug development experience, oncology expertise, as well as management expertise, from managingcorporate strategy experience, and serving as a director of publicly traded companies.broad scientific and medical knowledge.

DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING

Timothy Barberich, age 68,73, is a Class II director who has served as a member of our Board of Directors since March 2014. Mr. Barberich is founder and former Chairman and Chief Executive Officer of Sepracor Inc., a publicly traded, research-based, pharmaceutical company based in Marlborough, Massachusetts, which was acquired by Dainippon Sumitomo Pharma Co., Ltd. in 2009. He founded Sepracor in 1984 and served as Chief Executive Officer from 1984 to May 2007 and as Chairman of the Board from 1990 to 2009. Mr. Barberich has been Chairman of BioNevia Pharmaceuticals since June 2008 and Chief Executive Officer since 2014. He currently serves on the boardsboard of directors of publicly traded HeartWare International, Frequency Therapeutics, Inc., GI Dynamics and Tokai Pharmaceuticals, andthe privately held company, TScan Biotechnology Inc. He also previously served on the boards of directors of the privately held companies, Neurovance Inc, Inotek Pharmaceuticals, Inc. and Mirmmune,, HeartWare, International, Inc. He has also served on the board of directors of, Tokai Pharmaceuticals, BioSphere Medical, Inc. and GeminX Pharmaceuticals two companies which were acquired in 2010.until each company was acquired. Mr. Barberich has also served on the board of trustees of Boston Medical Center and the board of the Pharmaceutical Research and Manufacturers’ Association (PhRMA). Prior to founding Sepracor, Mr. Barberich spent 10 years as a senior executive at Bedford, Massachusetts-based Millipore Corporation. Mr. Barberich is a graduate of Kings College and holds a BachelorsBachelor’s of Science degree in Chemistry. The Board of Directors believes that Mr. Barberich’s qualifications to sit on the Board include his significant experience in the development and commercialization of pharmaceutical products, his leadership experience at other pharmaceutical companies and his service on other boards of directors.

Brian Stuglik R.Ph.Robert Forrester,, age 52,61, is a Class IIIII Director who has served as our Chief Executive Officer since July 2019 and as a member of our Board of Directors since September 2017. Mr. Stuglik founded Proventus Health Solutions, a consulting company for pharmaceutical and biotechnology companies, in January 2016 and has over three decades of experience in U.S. and international pharmaceutical development, product strategy, and commercialization. Prior to founding Proventus Health Solutions, Mr. Stuglik served as the Vice President and Chief Marketing Officer for the oncology division of Eli Lilly and Company, from 2009 to December 2015. Mr. Stuglik currently serves on the board of directors of publicly traded Oncopeptides AB (ONCO) and Puma Biotechnology, Inc. (PBYI). Mr. Stuglik received a Bachelor of Science in Pharmacy from Purdue University and holds memberships in the American Society of Clinical Oncology, the American Association of Cancer Research, and the International Association for the Study of Lung Cancer. The Board of Directors believes that Mr. Stuglik’s qualifications to sit on the Board include his extensive experience in pharmaceutical development, product strategy and commercialization.

John Johnson, age 63, is a Class I director who has served as a member of our Board of Directors since July 2013.April 2020. Mr. ForresterJohnson has served as ourbeen the Chief Executive Officer of Strongbridge Biopharma plc, a publicly traded biopharmaceutical company, since July 2013,2020, and has been a member of its board of directors since March 2015. Mr. Johnson recently served as our Chief Operating Officer from March 2011 until July 2013 and our President since January 2013. Mr. Forrester has previously held executive level positions at both private and public life sciences companies. Prior to joining us, Mr. Forrestera board member of Melinta Pharmaceuticals, Inc. through September 2019, having served as Chief OperatingExecutive Officer of Forma Therapeutics, Inc. from 2010February 2019 through August 2019 and as interim Chief Executive Officer from October 2018 through February 2019. From January 2012 until 2011. Previously heAugust 2014, Mr. Johnson served as Interimthe President and Chief Executive Officer of CombinatoRx, Inc., from 2009 until 2010Dendreon Corporation and as its Chairman from January 2012 until June 2014. From January 2011 until January 2012, he served as the Chief Executive Vice PresidentOfficer and Chief Financial Officer from 2004 to 2009.a member of the board of Savient Pharmaceuticals, Inc. From November 2008 until January 2011, Mr. ForresterJohnson served as Senior Vice President Finance and Corporate Development at ColeyPresident of Eli Lilly and Company’s Oncology unit. He was also Chief Executive Officer of ImClone Systems Incorporated, which develops targeted biologic cancer treatments, from August 2007 until November 2008, and served on ImClone’s board of directors until it was acquired by Eli Lilly in November 2008. From 2005 to 2007, Mr. Johnson served as Company Group Chairman of Johnson & Johnson’s Worldwide Biopharmaceuticals unit, President of its Ortho Biotech Products LP and Ortho Biotech Canada units from 2003 to 2005, and Worldwide Vice President of its CNS, Pharmaceuticals Group Inc.Strategic unit from 20002001 to 2003. Prior to his operating roles,joining Johnson & Johnson, he also held several executive positions at Parkstone Medical Information Systems, Inc., OrthoMcNeil Pharmaceutical Corporation and Pfizer, Inc. Mr. Forrester was a managingJohnson is the former Chairman of Tranzyme Pharma, Inc., former lead independent director of the Proprietary Investment Group at MeesPierson, partSucampo Pharmaceuticals, Inc. and a former director of the Fortis Group, investing in life science companies. Prior to

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

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Director Independence

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As required by the listing standards of theThe Nasdaq Global Market or Nasdaq,(“Nasdaq”), the Board of Directors has affirmatively determined, upon the recommendation of the Nominating and Corporate Governance Committee, that each of our directors and nomineesnominee for director other than Christoph Westphal, M.D., Ph.D., and Robert Forrester,Brian Stuglik, our President and Chief Executive Officer, is independent. To make this determination, our Board of Directors reviews all relevant transactions or relationships between each director and Verastem, its senior management and its independent registered public accounting firm. During this review, the Board considers whether there are any transactions or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of our senior management or their affiliates. The Board consults with Verastem’s outside corporate counsel to ensure that the

management, (g) reviewing and approving or ratifying any related person transactions, (h) overseeing our compliance program, processing any complaints and (h)assisting in conducting internal and external investigations if necessary, and (i) preparing the audit committee report required by Securities and Exchange Commission, or SEC rules. All audit and non-audit services to be provided to us by our independent registered public accounting firm must be approved in advance by the Audit Committee.

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During the year ended December 31, 2015,2020, the Audit Committee met fivefour times. The report of the Audit Committee is included in this Proxy Statementproxy statement under “Report of the Audit Committee.“Audit Committee Report.”

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Compensation Committee

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Dr. SherwinMr. Barberich is the chair and Dr. Kauffman and Ms. LawtonMr. Johnson are the other members of the Compensation Committee. The Board of Directors has determined, upon the recommendation of the Nominating and Corporate Governance Committee, that each member of the Compensation Committee is “independent” within the meaning of the rules and regulations of Nasdaq and the SEC.Nasdaq. In addition, each member qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code and is a “non-employee director” within Rule 16b-3 under the meaningSecurities Exchange Act of the rules of the SEC.1934, as amended (the “Exchange Act”).

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The primary responsibilities of the Compensation Committee include: (a) annually reviewing and approving corporate goals, objectives and objectivesrecommendations to our Board relevant to the compensation of our Chief Executive Officer, (b) reviewing and approving,

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The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. Candidates recommended by stockholders are given appropriate consideration in the same manner as other candidates.

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During the year ended December 31, 2015,2020, the Nominating and Corporate Governance Committee met foursix times.

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Board of Directors Leadership Structure

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Mr. Termeer,Dr. Kauffman, an independent member of our Board of Directors, has served as the Lead Director of our Board of Directors since March 2012.  Dr. Westphal previously served as the Chairman of our Board from March 2011 through July 2013 and then as Executive Chairman until December 2015. After Dr. Westphal’s service as Executive Chairman ended in December 2015, Mr. Termeer continued to serve as our Board’s Lead Director.June 2016. The independent members of the Board of Directors periodically review the Board’s leadership structure and have determined that Verastem and our stockholders are well served with the current structure.

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The Board of Directors provides oversight of our management and affairs. Mr. Termeer,Dr. Kauffman, as the Lead Director, presides over the meetings of the independent directors and also serves as chaira member of the NominatingCompensation and Corporate Governance Committee, also oversees the maintenance and improvement of governance practices that require and support high levels

related to corporate governance matters and manages risks associated with the independence of our Board, potential conflicts of interest, and the effectiveness of the Board.

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Because of the role of the Board of Directors and the Audit Committeeits committees in risk oversight, the Board of Directors believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to our operations. The Board of Directors acknowledges that there are different leadership structures that could allow it to effectively oversee the management of the risks relating to the Company’s operations and believes its current leadership structure enables it to effectively provide oversight with respect to such risks.

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Non-Employee Director CompensationNON-EMPLOYEE DIRECTOR COMPENSATION

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Under our non-employee director compensation policy, each non-employee director receives an annual base retainer of $40,000.$45,000. In addition, our non-employee directors were entitled to receive the following cash compensation for Board services,and committee service in fiscal 2020, as applicable:

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·                  the non-executive Lead Director of the Board of Directors receives an additional annual retainer of $25,000;

·                  each chairperson of our Audit, Compensation and Nominating and Corporate Governance Committees receives an additional annual retainer of $20,000, $15,000 and $10,000, respectively; and

·                  each member of our Audit, Compensation and Nominating and Corporate Governance Committees receives an additional retainer of $8,000, $6,000 and $5,000, respectively.

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All amounts are paid in quarterly installments.

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In addition, our non-employee directors receive stock options as compensation for their service on our Board of Directors. Newly appointed non-employee directors receive a one-time initial award of optionsan option to purchase 50,000 shares of our common stock which vestwith respect to a number of shares as follows (a) 50,000 shares plus (b) a pro-rata amount equal to (i) 25,000 shares multiplied by (ii) the quotient of the number of days between the date the director commences Board service and the vesting end date for the equity awards granted to the non-employee directors on the last Annual Meeting Date preceding the date the director commences Board service, and 365 days, with such grant rounded down to the nearest whole share. The one-time initial award vests on a monthly over a one-year periodbasis until the vesting end date of awards granted to non-employee directors at the last annual meeting preceding the date the director commences Board service, subject to the director’s continued service on the Board of Directors. Thereafter, each non-employee director who was serving on the Board of Directors as of the prior year’s annual meeting of the Company’s shareholders,stockholders receives an annual award of optionsan option to purchase shares of our common

2020 Director Compensation

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The following table summarizes the compensation paid to or earned by our directors during the year ended December 31, 2015, other than Mr. Forrester and Dr. Westphal, each of whom did not receive compensation for his service as a director during such year.2020:

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(1)                                 Amounts shown represent the aggregate grant date fair value of stock option awards granted to the director and calculated in accordance with FASB ASC Topic 718, disregarding adjustments for forfeiture assumptions. For information regarding assumptions underlying the value of stock awards, see Note 7 to our financial statements and the discussion under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock-Based Compensation,” of our Annual Report on Form 10-K for the year ended December 31, 2015.​

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(2)                                 The number of stock options awarded to each non-employee director during 2015 was: Mr. Barberich—22,597, Dr. Friedman—19,495, Dr. Kauffman—17,969, Ms. Lawton—17,969, Ms. Phanstiel—17,969, Dr. Sherwin—17,969 and Mr. Termeer—17,969.

The Audit Committee also received from, and discussed with, Ernst & Young LLP all communications required under the standards of the Public Company Accounting Oversight Board (the “PCAOB”), and the Securities and Exchange Commission, including the matters required to be discussed by Ernst & Young LLP with the Audit Committee.

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Ernst & Young LLP also provided the Audit Committee with the written disclosures and the letter required under the PCAOB, which requires that independent registered public accounting firms annually disclose in writing all relationships that in their professional opinion may reasonably be thought to bear on independence, to confirm their perceived independence and engage in a discussion of independence. The Audit Committee has reviewed this disclosure and has discussed with Ernst & Young theirLLP its independence from Verastem.

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Based on its discussions with management and our independent registered public accounting firm, and its review of the representations and information provided by management and our independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Verastem Annual Report on Form 10-K for the year ended December 31, 2015, for filing2020, filed with the Securities and Exchange Commission.

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Respectfully submitted by the

Audit Committee,

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S. Louise Phanstiel,Gina Consylman, Chair

Timothy Barberich

Michael Kauffman

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EXECUTIVE COMPENSATIONPROPOSAL NO. 2—APPROVAL OF THE COMPANY’S 2021 EQUITY INCENTIVE PLAN

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Our named executive officers forAt the fiscal year ended December 31, 2015 were:Annual Meeting, stockholders will be asked to approve the Company’s 2021 Equity Incentive Plan adopted by our Board of Directors on March 24, 2021 (the “2021 Plan”).

·                  Robert Forrester, our PresidentIf the stockholders do not approve the 2021 Plan, the 2021 Plan will not become effective and Chief Executive Officer;

·                  Daniel Paterson, our Chief Operating Officer;

·                  John Green, our Chief Financial Officer;the Company’s Amended and

·                  Joanna Horobin, our former Chief Medical Officer.

Executive Compensation

The following table presents summary information regarding the total compensation awarded to, earned by, or paid to our named executive officers for the years ended December 31, 2014 and 2015.

Summary Compensation Table

(1)                                 The amounts reflect the aggregate grant date fair value of option awards granted during the year computed Restated 2012 Incentive Plan (the “2012 Plan”) will remain in effect in accordance with its terms. If the provisions of FASB ASC Topic 718, excluding2021 Plan is approved by the effect of estimated forfeitures. For information regarding assumptions underlyingstockholders, we will no longer make grants under the value of stock awards, see Note 7 to our financial statements2012 Plan following such approval and the discussion2021 Plan will be the only plan under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock-Based Compensation,” of our Annual Report on Form 10-K for the year ended December 31, 2015.

(2)                                 The amounts shown for non-equity incentive plan compensation represent amounts earned for the fiscal years ended December 31, 2015 and 2014.  No bonuses werewhich equity awards are granted to our employees, non-employee directors and other service providers, other than the Company’s 2018 Employee Stock Purchase Plan (the “ESPP”), which is a broad-based employee stock purchase plan for eligible employees.

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Equity grants are an essential element of the Company’s compensation program. Stockholder approval of the 2021 Plan would allow us to continue to use equity incentives to attract and retain high quality and high performing executives, other employees and non-employee directors. Our Board of Directors approved the 2021 Plan and the additional shares of our common stock authorized for issuance under it based upon its review and consideration of:

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Our Board of Directors believes that equity awards have been, and will continue to be, a critical part of our total compensation program and allow us to attract and retain the key talent needed to effectively compete in our industry, incentivize superior results and long-term value creation, and align the interests of our employees with those of our stockholders. In addition, we believe that the grant of equity-based awards and the shares received in respect of these awards foster an ownership mindset by allowing employees to take part in the successes of the Company.

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Our Board of Directors believes that the 2021 Plan will promote the interests of our stockholders and is consistent with principles of good corporate governance, including the following:

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In setting the size of the share pool under the 2021 Plan, our named executive officers,Board of Directors considered the historical amounts of equity awards granted by the Company in the last three calendar years. As of December 31, 2020, there were 10,947,871 shares of our Common Stock available for 2015.  Amounts earnedgrant under the 2012 Plan. In calendar years 2020, 2019 and 2018, we made grants of equity awards under the 2012 Plan totaling 6,448,386, 8,355,556 and 1,701,391 shares of our common stock, respectively (assuming performance-based awards vest at 100% achievement). The weighted average number of shares of our Common Stock outstanding in calendar years 2020, 2019 and 2018 was 153,330,143, 74,578,103 and 64,961,887, respectively. As a result, our three-year average burn rate is 6.0%. In setting the size of the share pool under the 2021 Plan, the Board also considered the total amount of equity awards outstanding under existing grants as of December 31, 2020, as further shown in the chart below. Based on an analysis by Pearl Meyers of the remaining shares available for 2014 were paidgrant under the 2012 Plan, the number of equity awards outstanding under the 2012 Plan and the Company’s 2010 Equity Incentive Plan (the “2010 Plan”), an equity plan maintained by the Company prior to the adoption of the 2012 Plan under which future awards can no longer be granted, our historical burn rate, the features of the 2021 Plan and the equity plan guidelines established by proxy advisory firms, the Board approved the 2021 Plan and the share pool authorized under it to ensure that we continue to have the ability to provide industry competitive long-term incentive compensation to our key contributors. Based on these same factors, we estimate that the share pool under the 2021 Plan will enable us to continue to make grants of equity awards at our historical average annual rates for approximately the next three years.

If stockholders do not approve the 2021 Plan, the 2021 Plan will not become effective and we will continue to make grants of equity awards under the 2012 Plan through its expiration in 2015.January 2022, at which point no further equity incentives may be granted, which we anticipate will materially affect our ability to attract and retain key talent. We believe that the terms of the 2021 Plan, including the share pool, are reasonable, appropriate and in the best interests of the stockholders.

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(3)                                 The amounts shown representExisting Equity Plan Information

As of March 24, 2021, the date the 2021 Plan was approved by our Board of Directors, the 2012 Plan had 10,649,876 shares of our common stock available for grant as equity awards. If the 2021 Plan is approved, the total number of shares of our common stock that will be available for future awards under the 2021 Plan will be (i) 23,900,000, which is the sum of Company 401(k) contributions, Company Health Savings Account contributions,13,250,124 shares plus the number of shares available under the 2012 Plan as of the date our Board of Directors approved the 2021 Plan (10,649,876 shares) plus (ii) the number of shares of our common stock underlying awards under the 2012 Plan and the dollar value2010 Plan that expire, terminate or are surrendered without delivery of life insurance premiums paidshares, are forfeited to or repurchased by the Companyus, or otherwise become available again for the applicable named executive officer.  For 2014, the amounts for Messrs. Forrester and Paterson and for Dr. Horobin reflect minor adjustments to the amount previously reported in the Summary Compensation Table included in the Company’s Proxy Statement filed on April 7, 2015, related to corrections to the Company 401(k) contributions made in fiscal year 2014. For Dr. Horobin, the amount also includes $303,077 as salary continuation payments ($189,231 of which was paid in 2015 and $113,846 of which was accrued in 2015, but paid in 2016) and $11,500 in consulting fees paidgrant under the consulting agreement between Dr. Horobin and the Company.

(4)                                 Mr. Paterson served as our Chief Business Officer through December 12, 2014, when he became our Chief Operating Officer. Accordingly, his compensation for 2014 reflects compensation paid to him in his capacity as Chief Business Officer.

under the 2012 Plan and the ESPP, the number of additional shares that were outstandingwould be available for future awards under the 2021 Plan, if approved by stockholders, and the dilutive impact of each to our stockholders as of December 31, 2015.2020.

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(1)                                 Represents​

As indicated by the marketnumbers in the table above, as of December 31, 2020, prior to the date on which our Board of Directors adopted the 2021 Plan, the potential dilution under the 2012 Plan, the ESPP and the 2010 Plan was 15.5%. If the 2021 Plan is approved by our stockholders, our potential dilution will be 23.3%.

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Reasons for Seeking Stockholder Approval

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Our Board of Directors believes that the ability to grant equity compensation to all employees has been, and will continue to be, essential to the Company’s ability to attract and retain the highest quality and highest performing employees and directors. Our Board of Directors also believes that equity compensation motivates our employees, including our executive officers, and our directors to contribute to the achievement of our corporate objectives and encourages the alignment of their interests with the interests of our stockholders.

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Summary of the 2021 Plan

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The following summary describes the material terms of the 2021 Plan. This summary of the 2021 Plan is not a complete description of all provisions of the 2021 Plan and is qualified in its entirety by reference to the 2021 Plan which is attached hereto as Appendix A.

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Purpose

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The purpose of the 2021 Plan is to advance the interests of the Company by providing for the grant to Participants of stock and stock-based awards.

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Administration

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Pursuant to the terms of the 2021 Plan, the Compensation Committee administers the 2021 Plan. The Administrator (as defined below) has discretionary authority, subject only to the express provisions of the Plan, to administer and interpret the Plan and any awards; to determine eligibility for and grant awards; to determine the exercise price, base value from which appreciation is measured, or purchase price, if any, applicable to any award, to determine, modify, accelerate or waive the terms and conditions of any award; to determine the form of settlement of award (whether in cash, shares of Stock, other awards or other property); to prescribe forms, rules and procedures relating to the 2021 Plan and awards; and to otherwise do all things necessary or desirable to carry out the purposes of the 2021 Plan or any award. Determinations of the Administrator made with respect to the 2021 Plan or any award are conclusive and bind all persons. The Compensation Committee may delegate certain of its powers under the 2021 Plan to one or more of its members or members of the Board, officers of the Company or other employees or other persons. As used in this summary, “Administrator” refers to the Compensation Committee or its authorized delegates, as applicable.

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Eligibility

Our employees, directors, consultants and advisors are eligible to receive awards under the 2021 Plan. However, eligibility for incentive stock options is limited to our employees and employees of certain affiliates, and eligibility for other stock options and for SARs is limited to individuals providing direct services to the Company or certain subsidiaries of the Company on the date of grant. As of March 15, 2021, approximately 46 employees including all of our executive officers, six non-employee directors, and five consultants would be eligible to participate in the 2021 Plan.

Authorized Shares

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Subject to adjustment as described below, the number of shares of our common stock that are reserved for issuance under the 2021 Plan, including upon the exercise of incentive stock options, is (i) 23,900,000, which is the sum of 10,649,876 shares plus the number of shares available under the 2012 Plan as of the date our Board of Directors approved the 2021 Plan plus (ii) the number of shares of our common stock underlying awards under the 2012 Plan and the 2010 Plan that expire, terminate or are surrendered without delivery of shares, are forfeited to or repurchased by us, or otherwise become available again for grant under the terms of the 2012 Plan or the 2010 Plan, as applicable (in the case of clause (ii), up to 14,291,269 shares of our common stock in the aggregate).

The number of shares of our common stock delivered in satisfaction of awards under the 2021 Plan is determined (i) by including shares withheld by us in payment of the exercise price or purchase price of the award or in satisfaction of tax withholding requirements with respect to the award, (ii) by including the full number of shares covered by a SAR any portion of which is settled in shares of our common stock (and not only the number of shares delivered in settlement of the award), and (iii) by excluding any shares underlying awards settled in cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by the Company without the delivery of shares of our common stock (or retention, in the case of restricted stock or unrestricted stock). The number of shares available for delivery under the 2021 Plan will not be increased by any shares that have been delivered under the 2021 Plan and are subsequently repurchased using proceeds directly attributable to stock option exercises.

Shares that may be delivered under the 2021 Plan may be authorized but unissued shares, treasury shares or previously issued shares acquired by the Company.

Director Limits

The aggregate value of all compensation granted or paid to any non-employee director for his or her service on our Board of Directors with respect to any calendar year, including awards granted under the 2021 Plan and cash fees or other compensation paid by the Company to such non-employee outside of the 2021 Plan may not exceed $750,000 in the aggregate ($1,000,000 in the aggregate with respect to a non-employee director’s first calendar year of service on our Board of Directors)For the avoidance of doubt, the limitation in this Section 4(d) will not apply to any compensation granted or paid to a Director for his or her services to the Company or a subsidiary other than as a Director, including, without limitation, as a consultant or advisor to the Company or a subsidiary.

Types of Awards

The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, SARs, restricted stock awards, restricted stock units and other stock-based awards. Dividends or dividend equivalents may also be provided in connection with awards under the 2021 Plan.

Vesting; Terms of Awards

The Administrator determines the terms of all awards granted under the 2021 Plan, including the time or times an award vests or becomes exercisable, the terms on which an award remains exercisable, and the effect of termination of a participant’s employment or service on an award. The Administrator may at any time accelerate the vesting or exercisability of an award.

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Transferability of Awards

Except as the Administrator may otherwise determine, awards may not be transferred other than by will or the laws of descent and distribution or, with respect to awards other than ISOs or awards subject to Section 409A of the Code, pursuant to a qualified domestic relations order.

Effect of Certain Transactions

In the event of certain covered transactions (including the consummation of a consolidation, merger or similar transaction, the sale of all or substantially all of our assets or shares of our common stock, or our dissolution or liquidation), the Administrator may, with respect to outstanding awards, provide for (in each case, on such terms and subject to such conditions as it deems appropriate):

Except as the Administrator may otherwise determine, each award will automatically terminate or be forfeited immediately upon the consummation of the covered transaction, other than awards that are substituted for, assumed, or that continue following the covered transaction.

Adjustment Provisions

In the event of certain corporate transactions, including a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure, the Administrator will make appropriate adjustments to the maximum number of shares that may be delivered under the 2021 Plan, the number and kind of securities subject to, and, if applicable, the exercise or purchase prices (or base values) of outstanding awards, and any other provisions affected by such event.

Clawback

The Administrator may cancel, rescind or otherwise limit or restrict awards if a participant is not in compliance with the provisions of the 2021 Plan or the applicable award agreement or if the participant breaches any restrictive covenant agreement with the Company or otherwise competes with the Company, and may recover any awards or payments or shares received in respect of awards or gain in respect of any award in accordance with any applicable Company clawback or recoupment policy or as otherwise required by applicable law or stock exchange listing standards.

Amendments and Termination

The Administrator may at any time amend the 2021 Plan or any outstanding award and may at any time terminate the 2021 Plan as to future awards. However, except as expressly provided in the 2021 Plan, the Administrator may not alter the terms of an award so as to materially and adversely affect a participant's rights without the participant's consent (unless the Administrator expressly reserved the right to do so in the 2021 Plan or at the time the award was granted). Any amendments to the 2021 Plan will be conditioned on shareholder approval to the extent required by applicable law or stock exchange requirements.

Federal Income Tax Consequences

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The following is a summary of some of the material federal income tax consequences associated with the grant and exercise of awards under the 2021 Plan under current federal tax laws and certain other tax considerations associated with awards under the 2021 Plan. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality.

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The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice.

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Restricted Stock. A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the value of the shares basedat that time over the purchase price, if any, and a corresponding deduction is generally available to the Company. However, a participant may make an election under Section 83(b) of the Code to be taxed on a closing price on December 31, 2015 of $1.86 per share.

(2)                                 This restricted stock unit award was granted on February 1, 2012. The restricted stock units vest as to 25%when it is acquired rather than later, when the substantial risk of forfeiture lapses. A Section 83(b) election must be made not later than 30 days after the transfer of the shares underlying the award on the first anniversary of the grant date and, thereafter, as to the remaining shares in six approximatelyparticipant and must satisfy certain other requirements. A participant who makes an effective Section 83(b) election will realize ordinary income equal semi-annual installments throughto the fourth anniversary of the grant date.

(3)                                 This option was granted on January 15, 2013. The option vests as to 25%value of the shares underlying the option on the first anniversaryas of the grant date and, thereafter, astime of acquisition less any price paid for the shares. A corresponding deduction will generally be available to 6.25%the Company. If a participant makes an effective Section 83(b) election, no additional income results by reason of the shares underlying the option at the end of each successive three-month period following the first anniversarylapsing of the grant date untilrestrictions.

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For purposes of determining capital gain or loss on a sale of shares awarded under the fourth anniversary2021 Plan, the holding period in the shares begins when the participant realizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective Section 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount realized (if any) in connection with the forfeiture.

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Incentive Stock Options. In general, a participant realizes no taxable income upon the grant date.

The table below reflects all awards that have been granted under the grossed-up amount2012 Plan during 2020. On April 7, 2021, the closing price of such payments (i.e., an amount such that net amount retained by Mr. Forrester after paymenta share of all applicable taxes, interest and penalties thereon is equal to the total payments payable to him) by a fraction, the numerator of which is the portion of such payments related to equity awards granted prior to the execution of his employment agreement and the denominator of which is the portion of such payments related to all equity awards granted to him.  However, if it would result in a greater amount payable to Mr. Forrester, Mr. Forrester would instead be entitled to either the full amountour common stock as reflected on Nasdaq was $2.77,

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Required Vote

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Approval of the total payments payable in connection with a change in control or a reduced amount2021 Plan requires the affirmative vote of the total payments payable in connection withholders of a change in control, whichever results in the greater economic benefit for Mr. Forrester.

Daniel Paterson

Pursuant to his employment agreement, Mr. Paterson was entitled to an initial base salary of $300,000, subject to increase from time to time by the Board of Directors. His current annual base salary is $377,000. Mr. Paterson is also eligible to receive a bonus of 40% of his current annual base salary. Subject to Mr. Paterson’s execution of an effective release of claims, Mr. Paterson would be entitled to the severance payments described below if we terminate his employment without cause, as defined in his employment agreement, or if Mr. Paterson terminates his employment for good reason, as defined in his employment agreement.

If Mr. Paterson’s employment is terminated by the Company without cause or by Mr. Paterson for good reason, absent a change in control, as defined in his employment agreement, we would be obligated, (1) to pay Mr. Paterson his base salary for a period of nine months following such termination of employment, (2) to accelerate the vestingmajority of the portionshares of any equity awards granted prior toour common stock present in person or represented by proxy and voting on the matter. Abstentions and broker non-votes will not be counted as shares voting on this matter and accordingly will have no effect on the approval of this Proposal No. 2.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR”

THE ADOPTION OF THE 2021 PLAN

(PROPOSAL NO. 2 ON YOUR PROXY CARD)

Supplemental Equity Compensation Plan Information

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The following table provides information on the Company’s initial public offering that would have vested during the nine-month period following such termination and (3) to the extent allowed by applicable law and the applicable plan documents, to continue to provide Mr. Paterson with all health and dental benefits that he was receiving at the timeequity compensation plans as of the termination of his employment for a period of nine months following such termination (provided that such benefits shall end when Mr. Paterson becomes eligible to enroll in the health or dental plan of a new employer).December 31, 2020.

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If Mr. Paterson’s employment is terminated by the Company without cause or by Mr. Paterson for good reason, in each case within 90 days prior to, or within 18 months following, a change in control, we would be obligated (1) to pay Mr. Paterson a lump sum amount equal to his then current annual base salary, (2) to accelerate the vesting of all outstanding equity awards and (3) to the extent allowed by applicable law and the applicable plan documents, to continue

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to provide Mr. Paterson with all health and dental benefits that he was receiving at the time of the termination of his employment for a period of 12 months following such termination (provided that such benefits shall end when Mr. Paterson becomes eligible to enroll in the health or dental plan of a new employer).

John Green

Pursuant to his employment agreement, as revised by his letter agreement dated December 1, 2015, Mr. Green was entitled to receive an initial base salary of $310,000, subject to increase from time to time by the Board of Directors.  His current annual base salary is $338,000 and, effective January 1, 2016, Mr. Green will be employed on a part-time basis at approximately sixty percent (60%) of his full-time schedule and receive an annual base salary of $202,800.  Mr. Green is also eligible to receive a bonus of 35% of his current annual base salary, as adjusted for his part-time employment. Subject to Mr. Green’s execution of an effective release of claims, Mr. Green would be entitled to the severance payments described below if we terminate his employment without cause, as defined in his employment agreement, or if Mr. Green terminates his employment with or without good reason, as defined in his employment agreement.

If Mr. Green’s employment is terminated by the Company without cause or by Mr. Green with or without good reason, absent a change in control, as defined in his employment agreement, we would be obligated, (1) to pay Mr. Green his base salary, not taking into account the base salary reduction associated with his transition to part-time employment, over a period of nine months following such termination of employment, (2) to accelerate the vesting of the portion of any equity awards that would have vested during the nine-month period following such termination and (3) to the extent allowed by applicable law and the applicable plan documents, to continue to provide Mr. Green with all health and dental benefits that he was receiving at the time of the termination of his employment for a period of nine months following such termination (provided that such benefits shall end when Mr. Green becomes eligible to enroll in the health or dental plan of a new employer).

If Mr. Green’s employment is terminated by the Company without cause or by Mr. Green with or without good reason, in each case within 90 days prior to, or within 18 months following, a change in control, we would be obligated (1) to pay Mr. Green a lump sum amount equal to his current annual base salary, not taking into account the base salary reduction associated with his transition to part-time employment (2) to accelerate the vesting of all outstanding equity awards and (3) to the extent allowed by applicable law and the applicable plan documents, to continue to provide Mr. Green with all health and dental benefits that he was receiving at the time of the termination of his employment for a period of 12 months following such termination (provided that such benefits shall end when Mr. Green becomes eligible to enroll in the health or dental plan of a new employer).

Joanna Horobin

Pursuant to her employment agreement, dated October 23, 2012, Dr. Horobin was entitled to receive an initial base salary of $350,000, subject to increase from time to time by the Board of Directors. Dr. Horobin transitioned from her position as Chief Medical Officer and her employment with the Company terminated as of July 1, 2015. At the time of such termination of employment, her current base salary was $400,000.  In connection with the termination of her employment, Dr. Horobin entered into a salary continuation agreement with the Company, which provided for the following payments and benefits, in accordance with the terms of her employment agreement: (1) payment of her current base salary for a period of nine months following such termination of employment, (2) accelerated vesting of the portion of any equity awards that would have vested during the nine-month period following such termination of employment and (3) to the extent allowed by applicable law and the applicable plan documents, continued participation in all of the Company’s health and dental plans in which she was participating at the time of the termination of her employment for a period of nine months following such termination of employment.  The provision of the foregoing payments and benefits were subject to Dr. Horobin’s execution of an effective release of claims in favor of the Company and her continued compliance with covenants related to confidentiality, non-disclosure and non-disparagement of the Company, as part of her salary continuation agreement.

Dr. Horobin did not exercise any of her vested options following the termination of her employment and on October 30, 2015, Dr. Horobin entered into a forfeiture agreement with the Company and all of her vested options were cancelled on that date.

From July 1, 2015 through November 30, 2015, Dr. Horobin continued to be engaged by the Company as a consultant at a rate of $2,000 per day or $250 per hour.

All Other Fees.Fees. Consist of fees billed for products and services, other than those described above under Audit Fees, Audit-Related Fees and Tax Fees.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR

THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.FIRM

(PROPOSAL 2NO. 3 ON YOUR PROXY CARD)CARD

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PROPOSAL NO. 4—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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The compensation-related disclosure elsewhere in this proxy statement describes the structure and amounts of the compensation of our named executive officers for fiscal year 2020. The Compensation Committee and our Board of Directors believe that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our named executive officers to dedicate themselves fully to value creation for our stockholders.

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As required by Section 14A of the Exchange Act, our Board of Directors is asking our stockholders to cast a non-binding advisory vote FOR the following resolution:

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RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.

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Our Board of Directors is asking that our stockholders support this proposal, commonly referred to as the “say-on-pay” vote. Although this advisory vote is non-binding, we value the views of our stockholders and our Board of Directors and Compensation Committee will review and consider the voting results when making future decisions regarding our named executive officer compensation and related executive compensation programs.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(PROPOSAL NO. 4 ON YOUR PROXY CARD)

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NAMED EXECUTIVE OFFICER COMPENSATION

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This section provides an overview of the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for our fiscal year ended December 31, 2020. Our named executive officers are:

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Summary Compensation Table

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The following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our named executive officers for fiscal years 2020 and 2019.

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decrease to their base salary to $540,000, $414,000, and $373,500, respectively, in connection with a restructuring designed to reduce overall operating expenses. Effective March 9, 2020, Mr. Stuglik’s, Mr. Paterson’s, and Mr. Gagnon’s base salary returned to the amount paid prior to the voluntary decrease of $600,000, $460,000 and $415,000, respectively.

As described below, each named executive officer has a target annual bonus based on his base salary earned with respect to the applicable year, as set forth in his employment agreement. Each named executive officer’s target annual bonus for 2020, as a percentage of base salary, was: Mr. Stuglik, 65%; Mr. Paterson, 50%; and Mr. Gagnon, 40%. Annual bonuses for 2020 for our named executive officers were based on the achievement of performance metrics established by our Compensation Committee. For 2020, our Compensation Committee set performance metrics which included: (1) net product revenue targets, (2) clinical development of duvelisib through our PTCL study entitled PRIMO, (3) development of defactinib and VS-6766 including initiation of registration-directed trials in 2020, and (4) corporate sustainability. For 2020, each named executive officer received annual bonuses in the following amounts: Mr. Stuglik, $507,000; Mr. Paterson $299,000; and Mr. Gagnon, $215,800. The bonus payout amounts for each named executive officer was determined by our Compensation Committee based on determining that we had met or exceeded all of our corporate goals for 2020.

Agreements with Named Executive Officers

We have entered into an employment agreement with each of our named executive officers. Each of the employment agreements provides that employment will continue for an indefinite period until either the Company or the employee provides written notice of termination in accordance with the terms of the agreement. The terms “cause”, “good reason” and “change in control” referred to below are defined in each named executive officer’s employment agreement.

Brian M. Stuglik

Pursuant to his employment agreement, Mr. Stuglik was entitled to an initial base salary of $600,000, subject to increase from time to time by the Board of Directors. Effective November 4, 2019, Mr. Stuglik accepted a voluntary decrease in his base salary to $540,000, as discussed above under “2020 Base Salary and Bonus”. Effective March 9, 2020, Mr. Stuglik’s salary returned to amount paid prior to the voluntary decrease to a base salary of $600,000 as discussed above under “2020 Base Salary and Bonus”. Pursuant to his employment agreement, Mr. Stuglik is eligible to receive a bonus of 65% of his annual base salary and a perquisite allowance at a rate of $2,500 per month. Subject to Mr. Stuglik’s execution of an effective release of claims, Mr. Stuglik would be entitled to the severance payments described below if we terminate his employment without cause or if Mr. Stuglik terminates his employment for good reason.

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If Mr. Stuglik’s employment is terminated by us without cause or by Mr. Stuglik for good reason, absent a change in control, as defined in his employment agreement, we would be obligated (1) to pay Mr. Stuglik his base salary for a period of 12 months following the termination of his employment, (2) to accelerate the vesting of the portion of any outstanding stock options, restricted stock, and restricted stock units held by Mr. Stuglik that, by their terms, vest only based on the passage of time and that would have vested during the 12-month period following the termination of his employment, (3) to pay Mr. Stuglik any bonus which has been awarded, but not yet paid on the date of termination, (4) to pay Mr. Stuglik a pro-rata portion of his target annual bonus amount for the year in which the termination occurs, calculated based on the number of days Mr. Stuglik was employed by us in such year and (5) if Mr. Stuglik exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Mr. Stuglik a monthly cash amount equal to the full premium cost of that participation for 12 months following such termination of employment (or, if earlier, until the time when Mr. Stuglik becomes eligible to enroll in the health or dental plan of a new employer).

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If Mr. Stuglik’s employment is terminated by us without cause or by Mr. Stuglik for good reason, in each case within 90 days prior to, or within 18 months following, a change in control, we would be obligated (1) to pay Mr. Stuglik a lump sum amount equal to 18 months of his base salary, (2) to accelerate the vesting of all outstanding stock options, restricted stock and restricted stock units held by Mr. Stuglik that, by their terms, vest only based on the

passage of time (to the extent not already vested by their terms in connection with the change in control), (3) to pay Mr. Stuglik any bonus which has been awarded, but not yet paid on the date of termination, (4) to pay Mr. Stuglik a pro-rata portion of his target annual bonus amount for the year in which the termination occurs, calculated based on the number of days Mr. Stuglik was employed by us in such year and (5) if Mr. Stuglik exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Mr. Stuglik a monthly cash amount equal to the full premium cost of that participation for 18 months following such termination of employment (or, if earlier, until the time when provided that such benefits shall end when Mr. Stuglik becomes eligible to enroll in the health or dental plan of a new employer).

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Daniel Paterson

Pursuant to his employment agreement, entered into as of March 1, 2012, Mr. Paterson was entitled to an initial base salary of $300,000, subject to increase from time to time by the Board of Directors and which has subsequently been increased. Effective November 4, 2019, Mr. Paterson accepted a voluntary decrease in his base salary to $414,000, as discussed above under “2020 Base Salary and Bonus”. Effective March 9, 2020, Mr. Paterson’s salary returned to amount paid prior to the voluntary decrease to a base salary of $460,000 as discussed above under “2020 Base Salary and Bonus”. Pursuant to his employment agreement, Mr. Paterson is eligible to receive a bonus of 35% of his annual base salary, which has subsequently been increased. Subject to Mr. Paterson’s execution of an effective release of claims, Mr. Paterson would be entitled to the severance payments described below if we terminate his employment without cause or if Mr. Paterson terminates his employment for good reason.

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If Mr. Paterson’s employment is terminated by us without cause or by Mr. Paterson for good reason, absent a change in control, as defined in his employment agreement, we would be obligated (1) to pay Mr. Paterson his base salary for a period of nine months following the termination of his employment, (2) to pay Mr. Paterson any bonus which has been awarded, but not yet paid on the date of termination (3) to accelerate the vesting of the portion of any stock options, restricted stock, and restricted stock units granted prior to the date of his amended and restated employment agreement that, by their terms, vest only based on the passage of time and that would have vested during the nine-month period following the termination of his employment and (4) if Mr. Paterson exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Mr. Paterson a monthly cash amount equal to the full premium cost of that participation for nine months following such termination of employment (or, if earlier, until the time when Mr. Paterson becomes eligible to enroll in the health or dental plan of a new employer).

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If Mr. Paterson’s employment is terminated by us without cause or by Mr. Paterson for good reason, in each case within 90 days prior to, or within 18 months following, a change in control, we would be obligated (1) to pay Mr. Paterson a lump sum amount equal to 12 months of his then-current annual base salary, (2) to accelerate the vesting of all outstanding stock options, restricted stock and restricted stock units that, by their terms, vest only based on the passage of time (to the extent not already vested by their terms in connection with the change in control), (3) to pay Mr. Paterson any bonus which has been awarded, but not yet paid on the date of termination and (4) if Mr. Paterson exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Mr. Paterson a monthly cash amount equal to the full premium cost of that participation for 12 months following such termination of employment (or, if earlier, until the time when provided that such benefits shall end when Mr. Paterson becomes eligible to enroll in the health or dental plan of a new employer).

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Robert Gagnon

Pursuant to his employment agreement, Mr. Gagnon is entitled to an initial base salary of $380,000, subject to increase from time to time by the Board of Directors, and which has subsequently been increased. Effective November 4, 2019, Mr. Gagnon accepted a voluntary decrease in his base salary to $373,500, as discussed above under “2020 Base Salary and Bonus”. Effective March 9, 2020, Mr. Gagnon’s salary returned to amount paid prior to the voluntary decrease to a base salary of $415,000 as discussed above under “2020 Base Salary and Bonus”. Pursuant to his employment agreement, Mr. Gagnon is eligible to receive a bonus of 40% of his annual base salary. Subject to Mr. Gagnon’s execution of an effective release of claims, Mr. Gagnon would be entitled to the severance payments

described below if we terminate his employment without cause or if Mr. Gagnon terminates his employment for good reason.

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If Mr. Gagnon’s employment is terminated by us without cause or by Mr. Gagnon for good reason, absent a change in control, as defined in his employment agreement, we would be obligated (1) to pay Mr. Gagnon his base salary for a period of nine months following the termination of his employment, (2) to pay Mr. Gagnon any bonus which has been awarded, but not yet paid on the date of termination and (3) if Mr. Gagnon exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Mr. Gagnon a monthly cash amount equal to the full premium cost of that participation for nine months following such termination of employment (or, if earlier, until the time when Mr. Gagnon becomes eligible to enroll in the health or dental plan of a new employer).

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If Mr. Gagnon’s employment is terminated by us without cause or by Mr. Gagnon for good reason, in each case within 90 days prior to, or within 18 months following, a change in control, we would be obligated (1) to pay Mr. Gagnon a lump sum amount equal to 12 months of his then-current annual base salary, (2) to accelerate the vesting of all outstanding stock options, restricted stock and restricted stock units that, by their terms, vest only based on the passage of time (to the extent not already vested by their terms in connection with the change in control), (3) to pay Mr. Gagnon any bonus which has been awarded, but not yet paid on the date of termination and (4) if Mr. Gagnon exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Mr. Gagnon a monthly cash amount equal to the full premium cost of that participation for 12 months following such termination of employment (or, if earlier, until the time when provided that such benefits shall end when Mr. Gagnon becomes eligible to enroll in the health or dental plan of a new employer).

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2020 Equity-Based Compensation

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Our use of equity awards is intended to align our named executive officers’ interests with the interests of our stockholders by providing an incentive to increase long-term stockholder value. Furthermore, we believe that in the biopharmaceutical industry, equity awards are a primary motivator to attract and retain executives. We determine the size and frequency of awards based on numerous factors, including the executive’s skills and experience, the executive’s responsibilities, internal equity, and competitive market data. Additionally, we believe that our use of long-term incentive awards is a key mechanism to reward successful performance by our named executive officers.

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On March 24, 2020, Mr. Stuglik was granted 100,000 restricted stock units under the 2012 Plan, which vest as to 100% of the shares underlying the award on December 31, 2021, generally subject to Mr. Stuglik’s continued employment with us. On August 11, 2020, Mr. Stuglik was granted 419,581 restricted stock units under the 2012 Plan, which vest as to 50% of the shares underlying the award on December 31, 2020 and as to the remaining 50% on August 11, 2021, generally subject to Mr. Stuglik’s continued employment with us. On December 18, 2020, Mr. Stuglik was granted an option to purchase 611,328 shares of our common stock under the 2012 Plan, which vests as to 25% of the shares underlying the award on December 18, 2021 and, thereafter, as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until December 18, 2024, generally subject to Mr. Stuglik’s continued employment with us. On December 18, 2020, Mr. Stuglik was granted 203,776 restricted stock units under the 2012 Plan which originally vested as to 25% of the shares underlying the award on December 18, 2021 and, thereafter, as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until December 18, 2024, generally subject to Mr. Stuglik’s continued employment with us. On December 31, 2020, Mr. Stuglik voluntarily forfeited 191,828 of the restricted stock units granted to him on December 18, 2020, resulting in an award to Mr. Stuglik of 11,948 restricted stock units which vests as to 25% of the shares underlying the award on December 18, 2021 and, thereafter, as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until December 18, 2024, generally subject to Mr. Stuglik’s continued employment with us.

On March 24, 2020, Mr. Paterson was granted 75,000 restricted stock units under the 2012 Plan, which vest as to 100% of the shares underlying the award on December 31, 2021, generally subject to Mr. Paterson’s continued employment with us. On August 11, 2020, Mr. Paterson was granted 321,679 restricted stock units under the 2012 Plan, which vest as to 50% of the shares underlying the award on December 31, 2020 and as to the remaining 50% on August 11, 2021, generally subject to Mr. Paterson’s continued employment with us. On December 18, 2020, Mr. Paterson was granted 135,851 restricted stock units under the 2012 Plan, which vest as to 25% of the shares underlying the award on

December 18, 2021 and, thereafter, as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until December 18, 2024, generally subject to Mr. Paterson’s continued employment with us. On December 18, 2020, Mr. Paterson was granted an option to purchase 407,552 shares of our common stock under the 2012 Plan, which vests as to 25% of the shares underlying the award on December 18, 2021 and, thereafter, as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until December 18, 2024, generally subject to Mr. Paterson’s continued employment with us.

On March 24, 2020, Mr. Gagnon was granted 62,500 restricted stock units under the 2012 Plan, which vest as to 100% of the shares underlying the award on December 31, 2021, generally subject to Mr. Gagnon’s continued employment with us. On August 11, 2020, Mr. Gagnon was granted 290,210 restricted stock units under the 2012 Plan, which vest as to 50% of the shares underlying the award on December 31, 2020 and as to the remaining 50% on August 11, 2021, generally subject to Mr. Gagnon’s continued employment with us. On December 18, 2020, Mr. Gagnon was granted 67,925 restricted stock units under the 2012 Plan, which vest as to 25% of the shares underlying the award on December 18, 2021 and, thereafter, as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until December 18, 2024, generally subject to Mr. Gagnon’s continued employment with us. On December 18, 2020, Mr. Gagnon was granted an option to purchase 203,776 shares of our common stock under the 2012 Plan, which vests as to 25% of the shares underlying the award on December 18, 2021 and, thereafter, as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until December 18, 2024, generally subject to Mr. Gagnon’s continued employment with us.

Outstanding Equity Awards at Fiscal Year-End

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The following table provides information regarding equity awards held by each of our named executive officers that were outstanding as of December 31, 2020.

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