(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)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

---

TABLE OF CONTENTS

BIOCRYST PHARMACEUTICALS, INC.

4505 Emperor Blvd., Suite 200

Durham, North Carolina 27703

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 23, 2016

June 12, 2024

To the Stockholders of BioCryst Pharmaceuticals, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held at our corporate officesheadquarters at 4505 Emperor Blvd., Suite 200, Durham, NC 27703 on Monday, May 23, 2016Wednesday, June 12, 2024 at 10:00 a.m., Eastern Daylight Time (the “Meeting”), for the following purposes:

	1.	To elect the two directors nominated in this proxy statement to serve for a term of three years and until a successor is duly elected and qualified;
	2.	To ratify the selection of Ernst & Young LLP as our independent registered public accountants;
	3.	To approve an amendment to the Stock Incentive Plan to (i) increase the number of shares available for issuance under the Stock Incentive Plan by 3,800,000 shares to 14,851,204 shares as of March 28, 2016 and (ii) provide for (A) a minimum one-year vesting period for nearly all “full-value” future awards, (B) the elimination of “single trigger” vesting of future awards upon a change in control when the awards are assumed or converted, and its replacement with “double trigger” vesting protections in that event, and (C) express prohibitions on direct and indirect repricings of stock options and stock appreciation rights; and
	4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

1.To elect the three directors nominated in this Proxy Statement to serve for a term ending at the 2027 annual meeting of stockholders and until a successor is duly elected and qualified;

2.To ratify the selection of Ernst & Young LLP as our independent registered public accountants for 2024;

3.To hold an advisory vote regarding executive compensation;

4.To approve an amended and restated Stock Incentive Plan, increasing the number of shares available for issuance under the Stock Incentive Plan by 7,000,000 shares; and

5.To transact such other business as may properly come before the Meeting or any adjournment thereof.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1, 2, 3 AND 3.4. The proposals are further described in the proxy statement.

accompanying Proxy Statement.

The Board of Directors has fixed the close of business on March 28, 2016April 15, 2024 as the record date for the determination of stockholders entitled to receive notice of and to vote at the meetingMeeting or any adjournment thereof. The meetingMeeting may be adjourned from time to time without notice other than announcement at the meeting,Meeting, and any business for which notice of the meetingMeeting is hereby given may be transacted at any such adjournment. A list of the stockholders entitled to vote at the meetingMeeting will be open to examination by any stockholder, for any purpose germane to the meeting,Meeting, during ordinary business hours, for a period of at least ten10 days prior to the meetingMeeting at the principal executive offices of the Company, located at 4505 Emperor Blvd, Suite 200, Durham, NC 27703. Stockholders wishing to examine the list may make arrangements to do so by contacting our Corporate Secretary in Durham, North Carolina.

writing at our principal executive offices or by telephone at (919) 859-1302.

We reserve the right to implement any health and safety measures as we deem prudent or as may be required by applicable laws or government orders. In addition, if we determine that it is not possible or advisable to hold the Meeting in person at our corporate offices on the meeting date, we may make alternative arrangements to hold the Meeting at a different date or time, in a different location, and/or by means of remote communication. In the event we determine it is necessary or appropriate to make alternative arrangements for the Meeting, we will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted on our website, and filed with the Securities and Exchange Commission as additional proxy soliciting material.

Please carefully review carefully the Proxy Card and Proxy Statement.

			BY ORDER OF THE BOARD OF DIRECTORS
			Alane P. Barnes, Corporate Secretary

Durham, North Carolina

April 11, 2016

25, 2024

ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOTYOU PLAN TO ATTEND THE MEETING, PLEASE VOTE PROMPTLY. A PERSON GIVING A PROXYHAS THE POWER TO REVOKE IT. IF YOU ATTEND THE MEETING, YOUR PROXY WILL NOT BE COUNTEDWITH RESPECT TO ANY MATTER UPON WHICH YOU VOTE IN PERSON.

---

TABLE OF CONTENTS

TABLE OF CONTENTS

			Page
PROXY STATEMENT			1
ITEMS TO BE VOTED UPON			4
1. ELECTION OF DIRECTORS			4
2. RATIFICATION ANDOF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2024			78
3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			9
4. APPROVAL OF AN AMENDMENT TO THEAMENDED AND RESTATED STOCK INCENTIVE PLAN, TO (I) INCREASEINCREASING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE STOCK INCENTIVE PLAN BY 3,800,0007,000,000 SHARES TO 14,851,204 SHARES AS OF MARCH 28, 2016 AND (II) PROVIDE FOR (A) A MINIMUM ONE-YEAR VESTING PERIOD FOR NEARLY ALL “FULL-VALUE” FUTURE AWARDS, (B) THE ELIMINATION OF “SINGLE TRIGGER” VESTING OF FUTURE AWARDS UPON A CHANGE IN CONTROL WHEN THE AWARDS ARE ASSUMED OR CONVERTED, AND ITS REPLACEMENT WITH “DOUBLE TRIGGER” VESTING PROTECTIONS IN THAT EVENT, AND (C) EXPRESS PROHIBITIONS ON DIRECT AND INDIRECT REPRICINGS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS			810
CORPORATE GOVERNANCE			1719
EXECUTIVE OFFICERS			2125
COMPENSATION DISCUSSION AND ANALYSIS			2227
COMPENSATION COMMITTEE REPORT			35
EXECUTIVE COMPENSATION			36
2023SUMMARY COMPENSATION TABLE			3236
GRANTS OF PLAN-BASED AWARDS IN 20152023			3437
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20152023			3638
20152023 OPTION EXERCISES AND STOCK VESTED			39
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			40
2015CEO PAY RATIO			43
PAY VERSUS PERFORMANCE			44
2023 DIRECTOR COMPENSATION			4448
AUDIT COMMITTEE REPORT			4650
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			4751
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			49
STOCKHOLDER PROPOSALS	4953
NO INCORPORATION BY REFERENCE			4953
OTHER MATTERS			5053
GENERAL INFORMATION			5053
ANNEX A – STOCK INCENTIVE PLAN
	A-1

---

TABLE OF CONTENTS

BIOCRYST PHARMACEUTICALS, INC.

4505 Emperor Blvd., Suite 200

Durham, North Carolina 27703

PROXY STATEMENT

General

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of BioCryst Pharmaceuticals, Inc. (“BioCryst” or the “Company”) for the Annual Meeting of Stockholders of the Company to be held at our corporate officesheadquarters at 4505 Emperor Blvd., Suite 200, Durham, NC 27703 on Monday, May 23, 2016Wednesday, June 12, 2024 at 10:00 a.m., Eastern Daylight Time, and at any adjournment thereof (the “Meeting”), and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

In this document, the words “BioCryst,” “the Company,the “Company,” “we,” “our,” “ours,” and “us” refer only to BioCryst Pharmaceuticals, Inc. and not to any other person or entity.

We are taking advantage of Securities and Exchange Commission (“SEC”) rules that allow us to deliver proxy materials to our stockholders onvia the Internet. Under these rules, we are sending our stockholders a one-page notice regarding the Internet availability of proxy materials instead of a full printed set of proxy materials. Our stockholders will not receive printed copies of the proxy materials unless specifically requested. Instead, the one-page notice that our stockholders receive will tell them how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells our stockholders how to submit their proxy card on the Internet and how to request to receive a printed copy of our proxy materials. We expect to provide notice and electronic delivery of this proxy statementProxy Statement to such stockholders on or about April 11, 2016.

25, 2024.

We reserve the right to implement any health and safety measures as we deem prudent or as may be required by applicable laws or government orders. In addition, if we determine that it is not possible or advisable to hold the Meeting in person at our corporate offices on the meeting date, we may make alternative arrangements to hold the Meeting at a different date or time, in a different location, and/or by means of remote communication. In the event we determine it is necessary or appropriate to make alternative arrangements for the Meeting, we will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted on our website, and filed with the SEC as additional proxy soliciting material.

Purpose of the Meeting

The matters to be considered at the Meeting are:

	1. To elect the two directors nominated in this proxy statement to serve for a term of three years and until a successor is duly elected and qualified;
	2. To ratify the selection of Ernst & Young LLP as our independent registered public accountants;
	3. To approve an amendment to the Stock Incentive Plan to (i) increase the number of shares available for issuance under the Stock Incentive Plan by 3,8000,000 shares to 14,851,204 shares as of March 28, 2016 and (ii) provide for (A) a minimum one-year vesting period for nearly all “full-value” future awards, (B) the elimination of “single trigger” vesting of future awards upon a change in control when the awards are assumed or converted, and its replacement with “double trigger” vesting protections in that event, and (C) express prohibitions on direct and indirect repricings of stock options and stock appreciation rights; and
	4. To transact such other business as may properly come before the stockholders at the Meeting or any adjournment or postponement thereof.

1.To elect the three directors nominated in this Proxy Statement to serve for a term ending at the 2027 annual meeting of stockholders and until a successor is duly elected and qualified;

2.To ratify the selection of Ernst & Young LLP as our independent registered public accountants for 2024;

3.To hold an advisory vote regarding executive compensation;

4.To approve an amended and restated Stock Incentive Plan, increasing the number of shares available for issuance under the Stock Incentive Plan by 7,000,000 shares; and

5.To transact such other business as may properly come before the Meeting or any adjournment thereof.

Revocation and Voting of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time prior to the voting thereof, by giving written notice to our Corporate Secretary at our principal executive offices, 4505 Emperor Blvd., Suite 200, Durham, NC 27703 or by voting in person at the Meeting. Attendance at the Meeting will not, by itself, revoke a proxy. All valid, unrevoked proxies will be voted as directed. In the absence of any contrary directions, proxies received by the Board will be voted as follows:

•FOR the election of each of the nominees named in this Proxy Statement for director of the Company;

	•	FOR the election of each of the nominees named in this proxy statement for director of the Company;
	•	FOR ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accountants for 2016; and
	•	FOR the approval of an amendment to the Stock Incentive Plan to (i) increase the number of shares available for issuance under the Stock Incentive Plan by 3,800,000 shares to 14,851,204 shares as of March 28, 2016 and (ii) provide for (A) a minimum one-year vesting period for nearly all “full-value” future awards, (B) the elimination of “single trigger” vesting of future awards upon a change in control when the awards are assumed or converted, and its replacement with “double trigger” vesting protections in that event, and (C) express prohibitions on direct and indirect repricings of stock options and stock appreciation rights.

•FOR ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accountants for 2024;

•FOR approval of the advisory resolution regarding executive compensation; and

•FOR approval of the amended and restated Stock Incentive Plan, increasing the number of shares available for issuance under the Stock Incentive Plan by 7,000,000 shares.

1

---

TABLE OF CONTENTS

With respect to such other matters as may properly come before the Meeting, votes will be cast in the discretion of the appointed proxies.

Voting and Quorum

Only holders of record (the(referred to in this section as the “Stockholders”) of our common stock (the “Common Stock”) as of the close of business on March 28, 2016April 15, 2024 (the “Record Date”) will be entitled to notice of and to vote at the Meeting. At March 28, 2016April 15, 2024, there were 73,687,818206,330,603 shares of Common Stock outstanding. Stockholders are entitled to vote in any one of the following ways:

1.In Person. Stockholders who choose to attend the Meeting can vote in person at the Meeting by presenting a form of photo identification acceptable to the Company.

Company and casting a ballot. Registered holders may vote upon presentation of such identification. Beneficial owners who hold their shares through a nominee, such as a broker or a bank, must obtain a proxy from such nominee or other holder of record and present it to the inspector of election with their ballot.

2.By Internet. Stockholders can vote on the Internet by following the instructions provided in the one-page notice regarding the Internet availability of proxy materials.

3.By Mail. Stockholders can vote by mail after requesting a paper copy of the proxy materials, including a proxy card, by following the instructions provided in the one-page notice regarding the Internet availability of proxy materials.

4.By Telephone: Stockholders can vote over the telephone using the toll-free telephone number obtained by accessing the website set forth in the instructions provided in the one-page notice regarding the Internet availability of proxy materials.

Each share of Common Stock is entitled to one vote on all matters on which Stockholders may vote. There is no cumulative voting in the election of directors. The presence, in person or by proxy, of holders of a majority of the outstanding shares of Common Stock entitled to vote at the Meeting is necessary to constitute a quorum at the Meeting. Shares of Common Stock represented by a properly executed and returned proxy will be treated as present at the Meeting for purposes of determining the presence of a quorum without regard to whether the proxy is marked as casting a vote for or against, or withholding authority or abstaining, with respect to a particular matter. In addition, shares of Common Stock represented by “broker non-votes” generally will be treated as present for purposes of determining the presence of a quorum. Broker non-votes are shares of Common Stock held in record name by brokers, banks or other nominees as to which a proxy is received and (i) instructions have not been received from the beneficial owners or persons entitled to vote, (ii) the broker or nominee does not have discretionary power, and (iii) the record holder had indicated that it does not have authority to vote such shares on that matter.

Under current stock exchange rules, brokers who do not have instructions from their customers may not use their discretion in voting their customers’ shares on certain specific matters that are not considered to be “routine” matters.

Attending the Meeting

Stockholders as of the Record Date are invited to attend the Meeting. Stockholders must present a form of photo identification acceptable to the Company, such as a valid driver’s license or passport.passport, to be admitted to the Meeting. Registered holders may vote upon presentation of such identification. Beneficial owners who hold their shares through a nominee, such as a broker or a bank, must obtain a proxy from their broker, banksuch nominee or other holder of record and present it to the inspector of election with their ballot. Each stockholder may appoint only one proxy holder or representative to attend the meetingMeeting on his or her behalf. In addition, we reserve the right to implement any health and safety measures as we deem prudent or as may be required by applicable laws or government orders.

The Meeting will begin promptly at 10:00 a.m., Eastern Daylight Time. Please allow ample time for the check-in procedures. Media may attend the Meeting by invitation only.

No cameras, audio or video recording equipment, communication devices, or other similar equipment may be brought into the Meeting.

Required Votes, Abstentions, and Broker Non-Votes

Directors will be elected by a plurality of the votes cast. This means that the nomineenominees with the most votes will be elected. Votes may be cast for or withheld from the nominee, but a withheld vote or a broker non-vote will not affect the outcome of the election of directors at the Meeting.

The affirmative vote of the holders of a majority of the Sharesshares of Common Stock represented in person or by proxy at the Annual Meeting and entitled to votevoting on thisthe proposal is required for approval of (i) the ratification of our selection of Ernst & Young LLP as our independent registered public accountants andfor 2024, (ii) the amendment toadvisory resolution regarding executive compensation, and (iii) the amended and restated Stock Incentive Plan. Abstentions with respect to these proposals will have the same effect as a vote against these proposals, and broker non-votes will have no effect upon these proposals.

2

---

TABLE OF CONTENTS

Proxy Solicitation

We are making this proxy solicitation both through the mail and Internet, although proxies may be solicited by personal interview, telephone, facsimile, letter, e-mail or otherwise. Certain of our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies. We will pay the cost of this solicitation, including the reasonable charges and expenses of brokerage firms and others who forward solicitation materials to beneficial owners of the Common Stock. We have retained Morrow & Co.,Georgeson LLC, 470 West Ave, Stamford, CT 069021290 Avenue of the Americas, 9th Floor, New York, NY 10104 to act as proxy solicitor in conjunction with the meeting.Meeting. We have agreed to pay that firm approximately $8,000 plus$15,000 plus reasonable out of pocketout-of-pocket expenses for their services.

3

---

TABLE OF CONTENTS

ITEMS TO BE VOTED ON

UPON

1.ELECTION OF DIRECTORS

It is proposed to elect

Our Board of Directors currently consists of 10 directors. Three directors have terms expiring at the twoMeeting. These three directors nominatedare named as director nominees in this proxy statementProxy Statement and have been nominated for reelection to the Board to serve untilfor a term ending at the 2027 annual meeting of stockholders, in 2019, and until their successors shall have been duly elected and qualified. Proxies cannot be voted for more than two persons.three nominees. Unless otherwise specified in the accompanying proxy card, the shares voted by proxy will be voted FOR the election of the twothree persons listed for terms expiring in 2019.2027. The Board expects that all of thethree nominees will be available for election, but if any of the nominees is not available or is unwilling to accept election, it is expected that the proxies received will be votedvote for a substitute nomineesnominee to be designated by the Board or, if no such designation is made, that the proxies will be votedvote for a lesser number of nominees.

The Board has no reason to believe that the persons named will be unable to serve or will decline to serve if elected.

NOMINEES FOR DIRECTORSDIRECTOR WITH TERMS EXPIRING AT THE ANNUAL MEETING OF

STOCKHOLDERS IN 2019

Name		Age(1)		Position(s) with the Company		Served as Director Since
Fred E. Cohen, M.D., D.Phil.		59		Director		2013
Kenneth B. Lee, Jr.		68		Director		2011

2027

Name

Age(1)

Position(s) with the Company

Served as Director Since

Nancy J. Hutson, Ph.D.

74

Director, Chair of the Board

2012

Vincent J. Milano

60

Director

2021

A. Machelle Sanders

60

Director

2022

The following persons shall continue to serve as directors for the terms indicated:

DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2017

Name		Age(1)		Position(s) with the Company		Served as Director Since
George B. Abercrombie		61		Director, Chairman of the Board		2011
Stanley C. Erck		67		Director		2008
Jon P. Stonehouse		55		Director, President, Chief Executive Officer		2007

2025

Name

Age(1)

Position(s) with the Company

Served as Director Since

Stephen J. Aselage

73

Director

2019

Steven K. Galson, M.D., MPH

67

Director

2021

Alan G. Levin

62

Director

2020

DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2018

Name		Age(1)		Position(s) with the Company		Served as Director Since
Nancy J. Hutson, Ph.D.		66		Director		2012
Sanj K. Patel		45		Director		2015
Robert A. Ingram		73		Director		2015

________

(1)

2026 Name Age(1) Position(s) with the Company Served as Director Since George B. Abercrombie 69 Director 2011 Theresa M. Heggie 63 Director 2018 Amy E. McKee, M.D. 52 Director 2021 Jon P. Stonehouse 63 Director, President, Chief Executive Officer 2007 ______________________ (1)Age as of March 28, 2016.

Charles A. Sanders, M.D. will continue to serve as aof April 15, 2024.

Biographical Information of Directors and Director until his current term expires at the Meeting.

Nominees

Below you can find information, including biographical information, about our current directors, nominees for director, and directors whose terms continue after the Meeting, as well as a discussion of the specific experiences, qualifications, attributes, and skills considered by the Board in concluding that such individuals should serve as directors.

Fred E. Cohen, M.D. Mr. Robert A. Ingram, who previously served as a director with a term expiring at the annual meeting of stockholders in 2024 and as Chairman of the Board, passed away in March 2023. Mr. Kenneth B. Lee, Jr., D.Phil.who previously served as a director with a term expiring at the annual meeting of stockholders in 2025, retired from the Board effective December 31, 2023. We acknowledge and appreciate Mr. Ingram’s and Mr. Lee’s many years of service and contributions to the Company.

Nominees for Directors with Terms Expiring in 2027

Nancy J. Hutson, Ph.D. was initially appointed to the Board in January 2012 and was elected as Chair of the Board in March 2023. Dr. Hutson brings over 30 years of experience as a seasoned professional and leader within the pharmaceutical industry. She retired from Pfizer, Inc. in 2006 after spending 25 years in several research and leadership positions, most recently serving as Senior Vice President of Global Research & Development (R&D) as well as Director of

4

---

TABLE OF CONTENTS

Pfizer’s pharmaceutical R&D site, Groton/New London Laboratories. Dr. Hutson received a B.A. degree from Illinois Wesleyan University and a Ph.D. in physiology from Vanderbilt University. Dr. Hutson currently serves on the board of directors for Endo International plc, a publicly-traded pharmaceutical company, and Clearside Biomedical, Inc., a publicly-traded biopharmaceutical company. She also previously served on the board of directors of Inspire Pharmaceuticals, Inc., Cubist Pharmaceuticals, Inc., and PhaseBio Pharmaceuticals, Inc. Dr. Hutson’s extensive experience in research and development in the pharmaceutical industry provides valuable insight to the Board.

Vincent J. Milano was initially appointed to the Board in July 2013. In 2001, Dr. Cohen joined TPG Capital,2021. Mr. Milano most recently served as President and Chief Executive Officer of Idera Pharmaceuticals, Inc. (“Idera”) (now Aceragen, Inc.), a private investment firm,position he held from December 2014 until his resignation in September 2022 following Idera’s acquisition of Aceragen. Subsequent to initiate TPG’s venture effortsMr. Milano’s departure, Aceragen’s stockholders voted in biotechnologyAugust 2023 to approve a judicial insolvency procedure under Delaware law pursuant to which Aceragen’s assets were liquidated for the general benefit of all of its creditors. Prior to joining Idera, Mr. Milano served in roles of increasing responsibility, including as Chairman, President and life sciences,Chief Executive Officer, at ViroPharma Incorporated, which successfully developed and helaunched Cinryze for the treatment of hereditary angioedema (“HAE”) in the United States and Europe, prior to its acquisition by Shire Pharmaceuticals in January 2014. Prior to joining ViroPharma, Mr. Milano served as a senior manager at KPMG LLP, an independent registered public accounting firm. He currently serves as a Partner at TPGmember of the board of directors of Aclaris Therapeutics, a publicly-traded biopharmaceutical company, and Managing Director at TPG Biotech. Untilhe is the chairman of the board of Life Science Cares Philadelphia. He previously served on the boards of directors of Aceragen, Spark Therapeutics, Inc., VenatoRx Pharmaceuticals, Inc., and Vanda Pharmaceuticals Inc. Mr. Milano received his B.S. degree in accounting from Rider College. His rare disease and HAE experience, together with his extensive experience in the pharmaceutical industry, including both as an executive and director, provide valuable knowledge and experience to the Board.

A. Machelle Sanders was initially appointed to the Board in February 2022. She currently serves as the North Carolina Secretary of Commerce, a position she has held since February 2021. Prior to being appointed as North Carolina’s Secretary of Commerce, Ms. Sanders served as Secretary of the North Carolina Department of Administration from January 2017 to February 2021. Ms. Sanders has over 30 years of pharmaceutical and biotechnology experience with increasing levels of quality assurance and manufacturing operations responsibilities with Biogen, Inc. (“Biogen”), Purdue Pharmaceuticals, and AkzoNobel. Most recently, Dr. Cohenshe led product operations for Biogen’s multiple sclerosis franchise as its Vice President of Multiple Sclerosis Franchise Product Operations, and prior to that, she was Vice President of Manufacturing and General Manager for Biogen’s largest global manufacturing operation. Ms. Sanders previously served as a member of the facultyboards of directors of Novan, Inc., until April 2024, and Radius Health, Inc., until her resignation in August 2022 following its acquisition by a leading healthcare fund. She received a B.S. in biochemistry from North Carolina State University of California, San Francisco (UCSF) since 1986. At UCSF, Dr. Cohenand a master’s degree in health administration from Pfeiffer University. Ms. Sanders’ extensive pharmaceutical and biotechnology experience provide valuable insight and expertise to the Board.

Directors with Terms Expiring in 2025

Stephen J. Aselage was initially appointed to the Board in January 2019. Until January 2019, Mr. Aselage served as an Internist for hospitalized patients,Chief Executive Officer of Travere Therapeutics, Inc. (then Retrophin Inc.) (“Travere”), a consulting Endocrinologistpublicly-traded biopharmaceutical company specializing in identifying, developing and delivering life-changing therapies to people living with rare disease, which he joined in 2012. He has more than 40 years of experience in the biopharmaceutical industry, including substantial rare disease, commercial and business development experience. From 2005 to 2012, Mr. Aselage served as Executive Vice President and Chief Business Officer of BioMarin Pharmaceutical Inc. (“BioMarin”), a biotechnology company. Prior to BioMarin, Mr. Aselage held positions of increasing responsibility at a number of companies, including Bristol Laboratories, Genentech and Sangstat. Mr. Aselage currently serves as chairman of the board of Acuitas Therapeutics, a private biotechnology company, and as the Chiefa senior advisor to IntraBio Inc, a private pharmaceutical company. He previously served as chairman of the Divisionboard of EndocrinologyAcer Therapeutics, Inc., a publicly-traded pharmaceutical company, until it was acquired by Zevra Therapeutics, Inc. in November 2023, and Metabolism. His research interests include structure based drug design, prion diseases, computational biology and heteropolymer chemistry. Dr. Cohen received his B.S. degree in Molecular Biophysics and Biochemistry from Yale University, his D.Phil. in Molecular Biophysics from Oxford on a Rhodes Scholarship, his M.D. from Stanford and his postdoctoral training and postgraduate medical training in Internal Medicine and Endocrinology at UCSF. He is a Fellow of the American College of Physicians and the American College of Medical Informatics andas a member of the American Society for Clinical Investigationboard of Travere from 2012 until May 2022. Mr. Aselage holds a B.S. in biology from the University of Notre Dame and Association of American Physicians. Dr. Cohen was elected to the Institute of Medicine of the National Academy of Sciences in 2004 and the American Academy of Arts and Sciences in 2008. Currently, Dr. Cohen also serves on the Boardadvisory council of Directorsthe University of Genomic Health, Inc., Veracyte, Inc., Tandem Diabetes Care, Inc., Five Prime Therapeutics, Inc., Roka Bioscience, Inc. and CareDx, Inc.,Notre Dame Department of Science. Mr. Aselage’s extensive experience as well as on the Boards of several privately held companies. Dr. Cohen’s extensive expertisean executive in the pharmaceutical industry private investment expertise and his experience serving on boards of biotechnology companieswith rare disease therapies contribute valuable insight and experience to the Board.

4 

Kenneth B. Lee, Jr.Steven K. Galson, M.D., MPH, was initially appointed to the Board in June 2011. Mr. Lee has over 35September 2021. From 2010 to 2021, Dr. Galson served as Senior Vice President, Research and Development, at Amgen, where he also led regulatory affairs. Prior to joining Amgen, Dr. Galson spent more than 20 years in public service roles across the U.S. Department of experience counseling management teams,Health and Human Services, Department of Energy, Environmental Protection Agency, and Centers for Disease Control and Prevention. From 2001 to 2007, Dr. Galson progressed from deputy director, to acting director, to director of the Center for Drug Evaluation and Research at the FDA. From 2007 to 2009, he served as acting surgeon general of the United States. Dr. Galson currently serves on the board of directors of Elephas Biosciences Corporation, a private biosciences company,

5

---

TABLE OF CONTENTS

and as a member of the Committee on Processes to Evaluate the Safety and Efficacy of Drugs for Rare Diseases in the United States and the European Union, an ad hoc committee of the National Academies of Sciences, Engineering, and Medicine. Dr. Galson also serves as a senior advisor to Boston Consulting Group, Inc. He previously served on the boards of directors of Vanda Pharmaceuticals Inc., a publicly-traded biopharmaceutical company, and investorsInsilico Medicine, a private pharma-technology company. Dr. Galson received a B.S. in biochemistry from the State University of technology-based companies worldwide. He is currentlyNew York at Stony Brook, an M.D. from the Mt. Sinai School of Medicine, and a General Partnermaster’s degree in public health from the Harvard School of Public Health. Dr. Galson’s industry background, research and development experience, and extensive regulatory experience provide valuable knowledge and insight to the Board.

Alan G. Levin was initially appointed to the Board in February 2020. Mr. Levin served as Chief Financial Officer of Endo Health Solutions Inc. (“Endo”), a global specialty healthcare company, from June 2009 until September 2013. Prior to joining Endo, Mr. Levin worked with Hatteras Venture Partners, LLC,Texas Pacific Group, a venture capital fund focusing on life science companies, which he joined in 2003. Previouslyleading private equity firm, and one of its start-up investments. Before that, he was Chief Financial Officer of Pfizer, Inc. where he worked for 20 years in a variety of executive positions of increasing responsibility, including Treasurer and Senior Vice President of A.M. PappasFinance & Associates, LLC, following 29 years with Ernst & Young LLP, where he was most recently Managing DirectorStrategic Management for the company’s research and development organization. He previously served as a member of the firm’s health sciences corporate finance group.board of directors of Diffusion Pharmaceuticals Inc., a publicly-traded development stage oncology company, from 2015 until it was acquired by CervoMed, Inc. in August 2023, and was a member of the board of directors of Aceto Corporation, a former publicly-traded seller and distributor of generic drugs, pharmaceutical ingredients, and performance chemicals, from 2013 to 2019. In addition, Mr. Lee receivedLevin is a Bachelormember of Artsthe advisory board of Auven Therapeutics, a private equity fund, and a member of the board of directors of the Critical Path Institute, a non-profit collaboration between the FDA and the pharmaceutical industry, focused on accelerating development of and streamlining regulatory requirements for innovative medicines. He earned a bachelor’s degree from Lenoir-Rhyne CollegePrinceton University and an MBAa master’s degree in accounting from the UniversityNew York University’s Stern School of North Carolina at Chapel Hill.Business. Mr. LeeLevin is currently on the Board of Directors of Pozen, Inc.,a certified public accountant. Mr. Levin’s extensive experience in strategic planning, capital markets, financial reporting, tax planning, and serves on the Board of private company Clinipace. Previously, Mr. Lee served on the Boards of Abgenix, Inc., CV Therapeutics, Inspire Pharmaceuticals, Maxygen, Inc., OSI Pharmaceuticals and A.M. Pappas & Associates. He has served in various leadership capacities on these Boards, including Chairman of the Board, Independent Lead Director and Chairman of Audit and Compensation Committees. Mr. Lee’s experience advising biotechnology companies regarding financial and partnering strategies, his extensive background in finance and his experience serving on the Boards of biotech companiesbusiness development contribute valuable insight and experience to the Board.

Directors with Terms Expiring in 2026

George B. Abercrombie was initially appointed to the Board in October 2011 and was elected Chairman of the Board in May 2013.2011. Mr. Abercrombie has over 30 years of experience as a business leader in the pharmaceutical industry. Mr. Abercrombie held the position of Senior Vice President and Chief Commercial Officer at Innoviva, Inc., a publicly-traded bio-pharmaceutical asset management company, from 2014 to 2018. He most recently served from 2001 to 2009 as the President and Chief Executive Officer of Hoffmann-La Roche Inc., a pharmaceutical company, where he was responsible for leading operations in both the U.S.United States and Canada. During his tenure, Mr. Abercrombie also served as a member of the Roche Pharmaceutical Executive Committee, which was responsible for developing and implementing global strategy for the Pharmaceuticals Division. In 1993, Mr. Abercrombie joined Glaxo Wellcome Inc. (“Glaxo”) as Vice President and General Manager of the Glaxo Pharmaceuticals Division, and was later promoted to Senior Vice President, U.S. Commercial Operations. Prior to joining Glaxo, he spent over ten10 years at Merck & Co., Inc., where he gained experience in sales and marketing, executive sales management and business development. Mr. Abercrombie began his career as a pharmacist after receiving a bachelor’s degree in pharmacy from the University of North Carolina at Chapel Hill, and later earned an MBA from Harvard University. Mr. Abercrombie currently holds the position of Senior Vice President, Corporate Partnerships, Commercial at Theravance, Inc.  He serves as Chairman of the Board of Brickell Biotech and is a member of the Board of Directors of Physicians Interactive. He formerly served on the Boardsboards of Directorsdirectors ofFresh Tracks Therapeutics, Inc. (then Brickell Biotech, Inc.), Inspire Pharmaceuticals, Inc., Ziopharm Oncology, Inc,Inc., Tranzyme Pharma, Aptus Health, Inc., and DemeRX. Additionally, he is Vice-Chairman of the Board of Directors of Project HOPE, an Adjunct Professor at Duke University’s Fuqua School of Business, and a board member of the North Carolina GlaxoSmithKline Foundation. He previously served onFoundation, an inaugural member of the Executive CommitteeDuke University Psychiatry and Behavioral Sciences Advisory Board, a member of the North Carolina Board of DirectorsScience, Technology and Innovation, and the Chief Executive Officer of the Pharmaceutical Research & Manufacturers of America (PhRMA), as well as on the Board of the Johns Hopkins School of Hygiene and Public Health.Abercrombie Advisors LLC, a pharmaceutical consulting firm. Mr. Abercrombie’s executive experience in the pharmaceutical industry and management positions with major pharmaceutical companies provide an excellent background for service on the Board.

Stanley C. Erck

Theresa M. Heggie was initially appointed to the Board in December 2008. Mr. Erck has over 30 years of executive leadership experience in the pharmaceutical industry. Mr. Erck has2018. Ms. Heggie most recently served as President, CEO and DirectorChief Operating Officer of Novavax, Inc.ProQR Therapeutics NV (“ProQR”), a publicly traded biopharmaceuticalpublicly-traded biotechnology company since 2011, havingdeveloping RNA therapies using its proprietary Axiomer RNA-editing platform technology for severe, rare and common diseases, from February 2022 to October 2022, after joining ProQR as Chief Commercial Officer in October 2021. She previously served as Executive Chairman from 2010 to 2011, and he has served as a director of Novavax since 2009. From 2000 through 2008, Mr. Erck served as President and Chief Executive Officer of Iomai Corporation,Freeline Therapeutics Holdings plc (“Freeline”), a publicly-traded gene therapy company, from June 2020 to August 2021 and, prior to that, as Senior Vice President, Head of Europe, Middle East, Africa & Canada for Alnylam Pharmaceuticals, Inc., a global commercial-stage biopharmaceutical company, leading the company throughfrom May 2017 to May 2020. From June 2013 to March 2016, Ms. Heggie served as Chief Strategy and Marketing Officer for Bupa, an initial public offering and a merger with Intercell AG, an Austrian vaccine company, and through the development of a late-stage infectious disease product candidate.international healthcare group. Prior to Iomai, Mr. ErckJune 2013, Ms. Heggie served asin senior commercial and operating roles at Shire plc (“Shire”), a global specialty biopharmaceutical company, including Senior Vice President, Global Commercial Operations for the rare disease business. Prior to that, Ms. Heggie had responsibility over EMEA rare disease and served as Chief Executive Officer of Procept, Inc.Jerini AG, a pharmaceutical company, following Shire’s acquisition of the company, and its lead asset, Firazyr®,

6

---

TABLE OF CONTENTS

for the treatment of hereditary angioedema. Prior to joining Shire, Ms. Heggie spent more than 20 years in a broad range of increasingly senior commercial positions at Janssen Pharmaceuticals and Baxter Healthcare. Ms. Heggie previously served as a non-executive director of Swedish Orphan Biovitrum AB, an international specialty biopharmaceutical company dedicated to rare diseases, from May 2016 to April 2017, as a member of the board of directors of Freeline from June 2020 to August 2021, and as a member of the supervisory board of ProQR from July 2019 to October 2021. Ms. Heggie holds a B.S. degree from Cornell University. Ms. Heggie’s extensive commercial experience in the industry, especially her rare disease commercial experience, provide valuable knowledge and insight to the Board.

Amy E. McKee, M.D. was initially appointed to the Board in September 2021. Since September 2022, she has served as Chief Medical Officer and Global Head, Oncology Center of Excellence at Parexel International Corporation (“Parexel”), a publicly traded immunology company;global clinical research organization. She previously served as Vice President, Corporate DevelopmentRegulatory Consulting at Integrated Genetics Inc. (now Genzyme Corp.),Parexel from February 2019 to September 2022. Prior to joining Parexel, Dr. McKee served in several leadership roles of increasing responsibility at the U.S. Food and in management positions within Baxter International Inc. In additionDrug Administration (FDA) from 2008 to Novavax, Mr. Erck currently sits onFebruary 2019. While at the BoardFDA, Dr. McKee served as a primary reviewer of Directorsnew drug applications (NDAs) and biologics license applications (BLAs) across multiple divisions and served as both the acting deputy director and supervisory associate director of MaxCyte, Inc. He received his undergraduate degreethe Office of Hematology and Oncology products, where she managed four separate divisions performing NDA and BLA reviews. From January 2018 to February 2019, Dr. McKee was the deputy center director for the FDA’s Oncology Center of Excellence, which helps expedite development of innovative medical products of oncologic and hematologic malignancies and supports an integrated approach to their clinical evaluation. She holds an M.D. from theTulane University of Illinois and his MBA from the University of Chicago Graduate School of Business. Mr. Erck’s executiveMedicine and a B.A. from Middlebury College. Dr. McKee’s extensive regulatory experience inprovides valuable knowledge and insight to the biotech industry and his management positions with major pharmaceutical companies, including his experience with late-stage product candidate development, provide an excellent background for service on the Board.

Jon P. Stonehouse joined BioCryst in January 2007 as Chief Executive Officer and Director. He was also named President in July 2007. Prior to joining the Company, he served as Senior Vice President of Corporate Development for Merck KGaA,KgaA, a pharmaceutical company, since July 2002. His responsibilities included corporate mergers and acquisitions, global licensing and business development, corporate strategy and alliance management. Prior to joining Merck KGaA,KgaA, Mr. Stonehouse held a variety of roles at Astra Merck/AstraZeneca. Mr. Stonehouse began his career in the pharmaceutical industry as a sales representative and held increasing sales leadership positions at Merck & Co., Inc. In 2008 and 2011, respectively, Mr. Stonehouse joined the Advisory Boardsadvisory board of Precision Biosciences, Inc., a private biotechnology company and Genscript, a private bioservices company.  Alsocompany, and in December 2014, he joined the Boardboard of Directorsdirectors of Bellicum Pharmaceuticals, Inc., a publicly tradedpublicly-traded clinical stage biopharmaceutical company focused on novel cellular immunotherapies. Mr. Stonehouse previously served on the advisory board of Precision Biosciences, Inc., a private biotechnology company, from 2008 to 2018. He earned his BSB.S. in Microbiology at the University of Minnesota. As Chief Executive Officer and President of BioCryst, Mr. Stonehouse brings to the Board an intimate knowledge of our business, and his executive experience in a variety of capacities at major pharmaceutical companies provides industry-specific operational experience that is beneficial to the Board.

Nancy J. Hutson, Ph.D.was appointed to the Board in January 2012. Dr. Hutson brings over 30 years of experience as a seasoned professional and leader within the pharmaceutical industry. She retired from Pfizer, Inc. in 2006 after spending 25 years in several research and leadership positions, most recently serving as Senior Vice President of Global Research & Development (R&D) as well as Director of Pfizer’s pharmaceutical R&D site, Groton/New London Laboratories. Dr. Hutson received a Bachelor of Arts degree from Illinois Wesleyan University and a Ph.D. in physiology from Vanderbilt University. Dr. Hutson currently serves on the Board of Directors for Endo Pharmaceuticals Holdings, Inc.  She also previously served on the Board of Directors of Inspire Pharmaceuticals, Inc. and Cubist Pharmaceuticals, Inc. Dr. Hutson’s extensive experience in research and development in the pharmaceutical industry provides valuable insight to the Board.

Sanj K. Patel was appointed to the Board in September 2015. Mr. Patel is the Chairman and CEO of Kiniksa Pharmaceuticals, which was formed in June 2015 to develop therapies for patients with devastating diseases and unmet medical need. He brings more than 25 years of experience in the pharmaceutical and biotech industries and has a combination of scientific, clinical and commercial skills. Sanj K. Patel founded Synageva Biopharma Corp., a biopharmaceutical company, in June 2008 to focus on rare diseases, and designed and initiated its lead program (Kanuma®) for LAL Deficiency in July 2008. Synageva completed its initial public offering on the NASDAQ Global Market in November 2011. In June 2015, Synageva was sold to Alexion Pharmaceuticals. Prior to Synageva, Mr. Patel was at Genzyme Corporation (1999-2008) where most recently he was the head of U.S. Sales, Marketing and Commercial Operations for Genzyme Therapeutics franchise and led the U.S. launch of Myozyme®, in addition to sales and marketing responsibility for Cerezyme®, Fabrazyme® and Aldurazyme®. Previously, Mr. Patel held several cross-functional senior leadership roles at Genzyme, including Vice President, Clinical Research and Head of the Global Clinical Research Operations Council for all Genzyme divisions, including Therapeutics, Oncology and Transplant. Mr. Patel was responsible for clinical operations and development for all cross-business Genzyme products and made significant contributions to the commercialization of several treatments. Notably, Mr. Patel led the Fabrazyme® clinical operations team and development program to FDA approval in April 2003. Prior to Genzyme, Mr. Patel held roles in clinical research and commercial operations with increasing levels of responsibility at Burroughs Wellcome, Hoechst Marrion Roussel and Fujisawa/Otsuka Pharmaceuticals. Mr. Patel obtained his BSc with Honors in Pure and Applied Biology (Biotechnology) from the University of the South Bank, London. He completed his management and business studies at Ealing College, London and his Pharmacology research program at the Wellcome Foundation and King's College. Mr. Patel’s scientific, clinical and commercial experience in the pharmaceutical industry as well as his experience as CEO for a public company provide valuable expertise for the Company's Board.

Robert A. Ingram was appointed to the Board in August 2015. Mr. Ingram joined Hatteras Venture Partners, a venture capital firm formed to invest primarily in early stage companies with a focus on biopharmaceuticals, medical devices, diagnostics, healthcare IT, and related opportunities in human medicine, as a General Partner in January 2007. He began his career in the pharmaceutical industry as a professional sales representative and rose through a series of roles with increasing responsibility to ultimately become CEO and Chairman of GlaxoWellcome, a pharmaceutical company. He co-led the merger and integration that formed GlaxoSmithKline (GSK) in December 2000. He subsequently served as the Chief Operating Officer and President of Pharmaceutical Operations at GSK from January 2001 to January 2003. He served as Vice Chairman Pharmaceuticals of GSK, acting as a special advisor to GSK’s corporate executive team, until January 1, 2010. Mr. Ingram serves as Chairman of the board of Valeant Pharmaceuticals International, Inc., a pharmaceutical company, and as Lead Independent Director of Cree, Inc., a manufacturer of semiconductor light-emitting diode materials and devices, and is Chairman of Viamet, a private company focused on anti-infective research. He is also a member of the Board of Directors of Malin Corporation plc, a publicly traded life sciences company based in Ireland. Mr. Ingram graduated from Eastern Illinois University with a B.S. degree in Business Administration. In addition to his professional responsibilities, Mr. Ingram formed and chaired the CEO Roundtable on Cancer at the request of former President George H. W. Bush, and he is a member of numerous other civic and professional organizations. Mr. Ingram is a member of the boards for the James B. Hunt Jr. Institute for Educational Leadership and Policy, H. Lee Moffitt Cancer Center, CEO Roundtable on Cancer, Research Triangle Institute, Research Triangle Foundation and Chairman, GlaxoSmithKline Foundation, and is on the Advisory Board of the, Leonard D. Schaeffer Center for Health Policy & Economics, University of Southern California. Mr. Ingram’s extensive experience in the pharmaceutical industry as both an executive and director and his private investment expertise contribute valuable insight and expertise to the Board.

If either nominee is unable or unwilling to accept election, it is expected that the proxies will vote for the election of such other person for the office of director as the Board may then recommend. The Board has no reason to believe that the persons named will be unable to serve or will decline to serve if elected.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTEFOR EACH OF THE THREE NOMINEES FORDIRECTOR WITH TERMS EXPIRING IN 2027 NAMED ABOVE.

2.	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

7

---

TABLE OF CONTENTS

2.RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2024

The Audit Committee of the Board has appointed Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2016.2024. Services provided to the Company by Ernst & Young LLP in fiscal 20152023 and 20142022 are described below.

The Company is asking its stockholders to ratify the selection of Ernst & Young LLP as its independent registered public accountants.accountants for 2024. Although ratification is not required by the Company’s bylawsBy-Laws or otherwise, the Board is submitting the selection of Ernst & Young LLP to its stockholders for ratification as a matter of good corporate practice.

A representative of Ernst & Young LLP will be present at the Meeting and will have an opportunity to make a statement and/or to respond to appropriate questions from our stockholders.

Audit

Fees

Paid to Independent Registered Public Accountants

In connection with the audit of the 20152023 consolidated financial statements, the Company entered into an engagement agreement with Ernst & Young LLP, which set forth the terms by which Ernst & Young LLP agreed to perform audit services for the Company.

Set forth below is information relating to the aggregate fees paid to Ernst & Young LLP for professional services rendered for the fiscal years ended December 31, 20152023 and 2014,2022, respectively.

		2015				2014
(1) Audit Fees		$	493,375			$	535,003
(2) Audit-related fees			—				—
(3) Tax fees			—				—
(4) All other fees			—				—

			2023						2022
Audit fees			$	1,680,187					$	1,268,440
Audit-related fees			—						—
Tax fees			—						80,340
All other fees			—						—

Audit Fees

Audit fees represent the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements and internal control over financial reporting, review of financial statements included in our quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements, including the issuance of consents in connection with registration statement filings with the SEC. For 2023 and 2022, fees associated with registration statement filings were approximately $43,500 and $15,000, respectively.

Tax Fees

Tax fees represent the aggregate fees billed for tax advisory services.

Audit Committee Pre-Approval

It is the policy of the Audit Committee, as set forth in the Audit Committee Charter, to pre-approve, consistent with the requirements of the federal securities laws, all auditing services and non-audit services provided to the Company by its independent registered public accounting firm, other than such non-audit services as are prohibited by law to be performed by the independent registered public accounting firm and other than as provided in the de minimis exception set forth in applicable provisions of the federal securities laws. The Audit Committee may delegate to one or more of its designated members the authority to grant the required pre-approvals, provided that the decisions of any member(s) to whom such authority is delegated to pre-approve an activity shall be presented to the full Audit Committee at each of its scheduled meetings.  Audit fees for 2015 and 2014 included $78,375 and $137,000, respectively, for services related to SEC filings, including comfort letters and consents.

Recommendation of the Board of Directors

As of March 28, 2016, sixApril 15, 2024, five executive officers, eightapproximately 528 other employees, and nine non-employee Board members and approximately 65 other employees and consultants were eligible to participate in the Discretionary Option Grant Program and the Stock Issuance Program. Our eightnine non-employee Board members were also eligible to participate in the Automatic OptionDirector Grant Program.

Stock Issuance Program

The term “Qualifying Performance Criteria” means any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or subsidiary, either individually, alternatively or in any combination, and measured either quarterly, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee: (i) revenue growth; (ii) earnings before interest, taxes, depreciation and amortization; (iii) earnings before interest, taxes and amortization; (iv) operating income; (v) pre- or after-tax income; (vi) cash flow; (vii) cash flow per share; (viii) net income; (ix) earnings per share; (x) return on equity; (xi) return on invested capital; (xii) return on assets; (xiii) economic value added (or an equivalent metric); (xiv) share price performance; (xv) total shareholder return; (xvi) improvement in or attainment of expense levels; (xvii) improvement in or attainment of working capital levels; (xviii) debt reduction; (xix) progress for advancing drug discovery and/or drug development programs; or (xx) implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, or production volume levels. The Compensation Committee (A) shall appropriately adjust any evaluation of performance under a Qualifying Performance Criterion to eliminate the effects of charges for restructurings, discontinued operations, extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the acquisition or disposal of a segment of a business or related to a change in accounting principle, and (B) may appropriately adjust any evaluation of performance under a Qualifying Performance Criterion to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law or other such laws or provisions affecting reported results, (iv) the adverse effect of work stoppages or slowdowns, (v) accruals for reorganization and restructuring programs and (vi) accruals of any amounts for payment under the Stock Incentive Plan or any other compensation arrangement maintained by the Company.

Approval of the amendment of the Stock Incentive Plan by our stockholders also constitutes approval of the performance criteria described above for purposes of Section 162(m) of the Code.

Automatic OptionDirector Grant Program

Stock Appreciation Rights

The terms of the Automatic Option Grant Program provide that options will have one of two different stock appreciation rights, depending on the date on which the option is granted. In either case, the grant price of the stock appreciation right may not be less than the fair market value of our Common Stock on the date of the grant.

Each option granted under the Automatic Option Grant Program prior to March 7, 2006 includes a limited stock appreciation right which provides that, upon the successful completion of a hostile tender offer for more than fifty percent of our outstanding voting securities or a change in a majority of the Board as a result of one or more contested elections for Board membership, the option may be surrendered to us in return for a cash distribution from us. The amount of the distribution per surrendered option shares will be equal to the excess of:

(i) the fair market value per share at the time the option is surrendered, over

(ii) the exercise price payable per share under such option.

Each option granted under the Automatic Option Grant Program on or after March 7, 2006 contains a tandem stock appreciation right that gives the holder the right to surrender the option for an appreciation distribution, to be paid by us to the holder in shares of Common Stock. The amount of the distribution will be equal to the excess of:

(i) the fair market value of the vested shares of Common Stock subject to the surrendered option, over

(ii) the aggregate exercise price payable for such shares.

General Provisions

(i) ten10 years following the date the Stock Incentive Plan is approved by the Board, which will be April 4, 202622, 2034 (but any options, stock issuances or other awards outstanding on such date shall remain in effect in accordance with their terms);

Information regarding the securities authorized for issuance under our equity compensationcompensation plans is presented as of December 31, 2015,2023, which does not give effect to the increaseproposed Share Increase of 3,800,000 shares7,000,000 shares of Common Stock under the Stock Incentive Plan.

WeSubject to limitations imposed by Section 162(m) of the Code, we will generally be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option. TheAny such deduction will in general be allowed for the taxable year of the Company in which such ordinary income is recognized by the optionee.

While the Board has primary responsibility for oversight of the Company’s risk management, the Board’s standing committees support the Board by regularly addressing various risks in their respective areas of oversight. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, and compliance with public reporting requirements.requirements, and cybersecurity. The Audit Committee also is responsible for reviewing, discussing and advising the Board with respect to our corporate compliance program and code of business conduct. The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to human capital management and risks arising from compensation policies and

Selection of Board Nominees

Stock Ownership Guidelines

We have adopted

Annual Award for 2015 Performance

In order to align the incentives of employees at all levels of the organization to corporate objectives and match competitive practices, the Compensation Committee agreed to expand the eligibility under the Annual Incentive Plan to all levels of the company starting with the awards for 2015 performance to be paid in 2016.

In December 2015, the Committee determined long-term equity incentive awards. The Committee determined that the 2016 Annual Award for 2015 performance would take place in two separate grants, consisting of an initial grant using then-available shares of common stock under the Stock Incentive Plan (the “Initial Equity Grant”) and a secondary grant (the “Secondary Equity Grant”) to be determined after the Annual Shareholder meeting, which Secondary Equity Grant is (i) conditioned upon stockholder approval at the Meeting of the increase in the number of shares of common stock available under the Stock Incentive Plan described herein and (ii) expected to take place, if at all, on a date and in an amount to be determined by the Committee following the Meeting.

Initial Equity Grant

In establishing the Initial Equity Grant for 2015 performance in December 2015, the Committee reviewed the analysis presented by Radford regarding the Company’s 2015 Peer Group equity compensation practices, the assessment of the overall performance of the Company in 2015, which is described in detail under the heading “Annual Incentive Compensation” above, the number of shares of common stock available for grant under the Company’s Stock Incentive Plan, existing levels of stock ownership among executives, the vesting schedules of previously granted long-term equity incentive awards, changes in and the volatility of the Company’s stock price, the financial impact to the Company of the awards for 2015 performance, and the perceived impact of previously issued long-term equity incentive awards in retaining and motivating employees. The Committee also considered Radford’s conclusion that, when compared to the prior year compensation practices of the Company’s 2015 Peer Group, the Company’s prior year equity grants were made at levels between the 25^th and 50^th percentile. In light of these factors, the Committee determined to grant long-term equity incentive awards at a level representing the mid-point of the 75^th and 90^th percentile of comparative companies based on the 2015 Peer Group data provided by Radford.  The Committee further determined that in keeping with current market trends and based on the limitations of the available equity pool, the long-term equity incentive awards for 2015 performance should consist 100% of stock options and no restricted stock units.  Exercising its discretion in light of the foregoing factors, in December 2015, the Committee awarded: to Mr. Stonehouse, options to purchase 500,000 shares of common stock; to Mr. Staab, options to purchase 192,000 shares of common stock; to Dr. Babu, options to purchase 192,000 shares of common stock; to Dr. Sheridan, options to purchase 220,000 shares of common stock; and to Ms. Powell, options to purchase 192,000 shares of common stock.

The stock options granted in the Initial Equity Grant have a four-year 25% annual vesting schedule.  All stock options granted under the Stock Incentive Plan expire ten years after the date of the grant.  This provides a reasonable time frame during which the executive officers and other employees who receive grants can benefit from the appreciation of the Company’s shares.  The exercise price of options granted under the Stock Incentive Plan cannot be less than 100% of the fair market value of the underlying stock on the date of grant.

Secondary Equity Grant

In December 2015, the Committee authorized the potential Secondary Equity Grant for 2015 performance, which grant is (i) conditioned upon stockholder approval at the Meeting of the increase in the number of shares of common stock available under the Stock Incentive Plan described herein and (ii) expected to take place, if at all, on a date and in an amount to be determined by the Committee following the Meeting.

Clawback Policy

In January 2013, our Board implemented a “clawback” policy. The policy provides that in the event of material noncompliance with financial reporting under the securities laws, we may recover (in whole or in part) any performance based incentive payments and equity-based performance awards received by our named executive officers three years prior to a material financial restatement, if the Board determines that such executive officer was personally involved in misconduct with respect to material noncompliance that led to the restatement and that such incentive payment or equity-based performance award would have been lower had they been calculated based on the restated results.

Other Elements of Compensation

In addition, upon death or disability, the executive, or beneficiary in the event of death, will receive benefits under the Company’s disability benefit program or payments under a life insurance policy, as applicable.

The standard stock option terms for all optionees, including the Named Executive Officers, provides for full acceleration of vesting upon certain events. Full acceleration is automatic upon a change in control not approved by stockholders, such as: (i) acquisition of over 50% of the combined voting power of the Company, and (ii) change in composition of the Board over a period of 24 consecutive months or less such that a majority of the Board members ceases as a result of one or more contested elections. In the event of an acquisition such as: (i) a merger or consolidation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution of the Company, or (iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger, then the unvested options of the optionees are accelerated unless the options are assumed by the acquiring company. These provisions are superseded by the provisions of the employment agreements of the Named Executive Officers, if applicable, as described under the heading “Potential Payments Upon Termination or Change in Control.”

Policy Regarding Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits our ability to deduct compensation paid to certain of our Named Executive Officers (the covered employees) for tax purposes to $1 million annually.  Covered employees include our CEO and our next three highest paid executive officers, other than our principal financial officer.  This limitation does not apply to performance-based compensation, provided certain conditions are satisfied.  As part of its role, the Committee reviews and considers the deductibility of compensation with respect to Section 162(m) of the Internal Revenue Code. Options granted under the Stock Incentive Plan are expected to be fully deductible for federal income tax purposes. Compensation attributable to stock issuances or restricted stock units under the Stock Incentive Plan may or may not qualify for the performance-based compensation exception, depending upon the specific terms of each grant. The application of Section 162(m) is complex and may change with time (with potentially retroactive effect).  For 2015, the compensation paid in cash to the Company’s executive officers did not exceed the $1 million limit per officer. While the Committee considers the deductibility of awards as one factor in determining executive compensation, the Committee also looks at many other factors in making its decisions, and retains the flexibility to grant awards it determines to be consistent with the Company’s overall compensation philosophy even if the award is not deductible by the Company for tax purposes.

Policy with Respect to Equity Compensation Awards