UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BIOCRYST PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

BIOCRYST PHARMACEUTICALS, INC.

4505 Emperor Blvd., Suite 200

Durham, North Carolina 27703

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 12, 202025, 2021

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 offices at 4505 Emperor Blvd., Suite 200, Durham, NC 27703 on Tuesday, May 12, 202025, 2021 at 10:00 a.m., Eastern Daylight Time (the “Meeting”), for the following purposes:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1, 2, 3, 4, 5, AND 6.5. The proposals are further described in the accompanying Proxy Statement.

The Board of Directors has fixed the close of business on March 20, 202030, 2021 as the record date for the determination of stockholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The Meeting may be adjourned from time to time without notice other than announcement at the Meeting, and any business for which notice of the Meeting is hereby given may be transacted at any such adjournment. A list of the stockholders entitled to vote at the Meeting will be open to examination by any stockholder, for any purpose germane to the Meeting, during ordinary business hours, for a period of at least ten days prior to the Meeting at the principal executive offices of the Company in Durham, North Carolina. In the event that the Company’s principal executive offices are closed during such period due to the ongoing COVID-19 pandemic, stockholders wishing to examine the list may make arrangements to do so by contacting our Corporate Secretary at 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703 or (919) 859-1302.

Due to the COVID-19 pandemic, we are implementing safety protocols for the Meeting. All attendees will be required to wear masks and follow social distancing protocols. We reserve the right to implement other safety measures as we deem prudent or as required by any applicable laws or government orders. 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.

Please review carefully the Proxy Card and Proxy Statement.

Durham, North Carolina

March 31,April 13, 2020

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

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 offices at 4505 Emperor Blvd., Suite 200, Durham, NC 27703 on Tuesday, May 12, 202025, 2021 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,” “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 Statement to such stockholders on or about March 31, 2020.April 13, 2021.

Due to the emerging public health impact of the novel coronavirus disease (COVID-19),COVID-19 pandemic, we are planningimplementing safety protocols for the possibilityMeeting. All attendees will be required to wear masks and follow social distancing protocols. We reserve the right to implement other safety measures as we deem prudent or as required by any applicable laws or government orders. 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 be heldmake 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:

Approval of the amendment to our Certificate of Incorporation is necessary for the Company to have sufficient shares for issuance under the proposed amendment to the Stock Incentive Plan and the proposed amendment to the Employee Stock Purchase Plan. Therefore, stockholder approval of the proposal to amend our Certificate of Incorporation is a condition to the adoption of the proposals related to the Stock Incentive Plan and the Employee Stock Purchase Plan.

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:

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 20, 202030, 2021 (the “Record Date”) will be entitled to notice of and to vote at the Meeting. At March 20, 202030, 2021 there were 154,191,951177,648,060 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.

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 a majority of the outstanding shares of Common Stock 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. The proposals in this Proxy Statement regarding the election of directors, the advisory vote concerning executive compensation, the amendment to the Stock Incentive Plan, and the amendment to the Employee Stock Purchase Plan 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 must obtain a proxy from their broker, bank 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 Meeting on his or her behalf.   In addition, due to the COVID-19 pandemic, we are implementing safety protocols for the Meeting. All attendees will be required to wear masks and follow social distancing protocols. We reserve the right to implement other safety measures as we deem prudent or as required by any 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.

Required Votes, Abstentions, and Broker Non-Votes

Directors will be elected by a plurality of the votes cast.  This means that the nominees 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 shares of Common Stock represented in person or by proxy at the Annual Meeting and voting on the proposal is required for approval of (i) the ratification of our selection of Ernst & Young LLP as our independent registered public accountants for 2021, (ii) the advisory resolution regarding executive compensation, (iii) the amendment to the Stock Incentive Plan, and (iv) the amendment to the Employee Stock Purchase Plan.  Abstentions and broker non-votes will have no effect upon these proposals.

The affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote on the proposal is required for approval of the amendment to the Company’s Certificate of Incorporation to increase the authorized Common Stock. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

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.  We have agreed to pay that firm approximately $10,000$12,500 plus reasonable out of pocketout-of-pocket expenses for their services.

ITEMS TO BE VOTED UPON

ItOur Board of Directors currently consists of nine directors, three of whom have terms expiring at the Meeting. Two of these directors have been nominated by the Board for reelection. The third director with a term expiring at the Meeting, Helen M. Thackray, M.D., joined the Company as its Chief Research & Development Officer in March 2021 and is proposednot standing for reelection. By resolution of the Board in accordance with the Company’s bylaws, the size of the Board will be reduced from nine to electeight directors upon the three directors nominatedexpiration of Dr. Thackray’s term.

The two director nominees named in this Proxy Statement have been nominated for election to the Board to serve untilfor a term ending at the 2024 annual meeting of stockholders, in 2023, and until their successors shall have been duly elected and qualified. Proxies cannot be voted for more than three persons.two nominees. Unless otherwise specified in the accompanying proxy card, the shares voted by proxy will be voted FOR the election of the threetwo persons listed for terms expiring in 2023.2024. The Board expects that all theboth nominees will be available for election, but if anyeither 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 DIRECTOR WITH TERMS EXPIRING AT THE ANNUAL MEETING OF

STOCKHOLDERS IN 20232024

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

DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 20212022

DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 20222023

____________________

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.

Nancy J. Hutson, Ph.D. was initially 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 International plc, a publicly traded pharmaceutical company, and PhaseBio Pharmaceuticals, Inc. and Clearside Biomedical, Inc., both publicly traded biopharmaceutical companies. 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.   

Robert A. Ingram was initially appointed to the Board in August 2015 and was elected Chairman of the Board in May 2017. 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 Glaxo Wellcome, 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 is currently the Chairman of the Board of Black Diamond Therapeutics, Inc. He recently resigned as Chairman of the Board of Novan, Inc., a publicly traded late-stage pharmaceutical company focused on dermatology, and Viamet Pharmaceuticals Inc., a private company focused on anti-infective research. Mr. Ingram also serves as a member of the board of directors of HBM Healthcare Investments, Ltd., a Switzerland-based venture capital company. He has previously served on the boards of directors of the publicly traded companies Cree, Inc., Regeneron Pharmaceuticals, Inc., and Malin Corporation plc. 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, CEO Roundtable on Cancer, and North Carolina GlaxoSmithKline Foundation. 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.

Stephen J. Aselage was initially appointed to the Board in January 2019. Until January 2019, Mr. Aselage served as Chief Executive Officer of Travere Therapeutics, Inc. (then Retrophin Inc.), a publicly 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., a biotechnology company. Prior to BioMarin, Mr. Aselage held positions of increasing responsibility at a number of companies, including Bristol Laboratories, Genentech and Sangstat. He currently continues to serve on the board of Travere Therapeutics, Inc. and serves as chairman of the board of Acer Therapeutics Inc., a publicly traded pharmaceutical company. Mr. Aselage holds a Bachelor of Science in biology from the University of Notre Dame and serves on the advisory council of the University of Notre Dame Department of Science. Mr. Aselage’s extensive experience as an executive in the industry and his experience with rare disease therapies contribute valuable insight and experience to the Board.

Kenneth B. Lee, Jr. was initially appointed to the Board in June 2011. Mr. Lee has over 40 years of experience counseling management teams, boards of directors and investors of technology-based companies worldwide. He is currently a General Partner with Hatteras Venture Partners, LLC, a venture capital fund focusing on life science companies, which he joined in 2003. Previously he was President of A.M. Pappas & Associates, LLC, following 29 years with Ernst & Young LLP, where he was most recently Managing Director of the firm’s health sciences corporate finance group, and at one time served as the National Director of the Life Sciences Practice. Mr. Lee received a Bachelor of Arts degree from Lenoir-Rhyne College and an MBA from the University of North Carolina at Chapel Hill. Mr. Lee currently serves on the board of directors of Eyenovia, Inc., a publicly traded ophthalmic biopharmaceutical company, and Aerami Therapeutics (formerly Dance Biopharm Holdings, Inc), a privately held pharmaceutical company. He has previously served on the boards of the public companies Abgenix, Inc., Aralez, Inc., CV Therapeutics, Inspire Pharmaceuticals, Maxygen, Inc., and OSI Pharmaceuticals and previously served on the Boards of the private companies Clinipace, Clinverse and A.M. Pappas & Associates. 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 both public and private biotech companies contribute valuable insight and experience 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., a global specialty healthcare company, from June 2009 until September 2013. Prior to joining Endo, Mr. Levin worked with Texas Pacific Group, a leading private equity firm, and one of their 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 Finance & Strategic Management for the company’s research and development organization. He has been a member of the board of directors of Diffusion Pharmaceuticals Inc., a publicly traded development stage oncology company, since 2015, 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. Levin is a member of the 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 Princeton University and a master’s degree in accounting from New York University’s Stern School of Business. Mr. Levin is a certified public accountant. Mr. Levin’s extensive experience in strategic planning, capital markets, financial reporting, tax planning, and business development contribute valuable insight and experience to the Board.  

George B. Abercrombie was initially appointed to the Board in October 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 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. 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. 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 ten 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 serves on the Board of Brickell Biotech, a publicly traded pharmaceutical company. He formerly served on the Boards of Directors of Brickell Biotech, Inc., Inspire Pharmaceuticals, Inc., Ziopharm Oncology, Inc,Inc., Tranzyme Pharma, Aptus Health, Inc. and DemeRX. Additionally, he is an Adjunct Professor at Duke University’s Fuqua School of Business, a board member of the North Carolina GlaxoSmithKline Foundation, an inaugural member of the Duke University Psychiatry and Behavioral Sciences Advisory Board, and a member of the North Carolina Board of Science, Technology and Innovation. 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.

Theresa M. Heggie was initially appointed to the Board in December 2018. Ms. Heggie currently serves as Chief Executive Officer of Freeline Therapeutics Holdings plc, a publicly traded gene therapy company. She previously served as Senior Vice President, Head of Europe, Middle East, Africa & Canada for Alnylam Pharmaceuticals, Inc., a global commercial-stage biopharmaceutical company.company, from May 2017 to May 2020. From May 2016 to April 2017, she served as a non-executive director of Swedish Orphan Biovitrum AB, an international specialty biopharmaceutical company dedicated to rare diseases. From June 2013 to March 2016, Ms. Heggie served as Chief Strategy and Marketing Officer for Bupa, an international healthcare group. Prior to June 2013, Ms. Heggie served in senior commercial and operating roles at Shire plc, 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 Jerini AG, a pharmaceutical company, following Shire’s acquisition of the company, and its lead asset, Firazyr^®, 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 is currently a member of the board of directors of Freeline and a member of the supervisory board of ProQR Therapeutics NV, a publicly traded biotechnology company based in the Netherlands. Ms. Heggie holds a Bachelor of Science 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.

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, 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, 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.& Co., Inc. In 2008 and 2011, respectively, Mr. Stonehouse joined the Advisory Boards of Precision Biosciences, Inc., a private biotechnology company, and Genscript, a private bioservices company. Also in December 2014, he joined the Board of Directors of Bellicum Pharmaceuticals, Inc., a publicly traded clinical stage biopharmaceutical company focused on novel cellular immunotherapies. Mr. Stonehouse earned his BS 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.Biographical information about Dr. Hutson brings over 30 years of experienceThackray, whose term 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 International plc, a publicly traded pharmaceutical company. 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.   

Robert A. Ingram was appointed to the Board in August 2015 and was elected Chairman of the Board in May 2017. 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 is currently the Chairman of the board of Novan, Inc., a publicly traded late-stage pharmaceutical company focused on dermatology, and Viamet Pharmaceuticals Inc., a private company focused on anti-infective research. Mr. Ingram also serves as a member of the board of directors of HBM Healthcare Investments, Ltd., Switzerland-based venture capital company. He has previously served on the boards of directors of the publicly traded companies Cree, Inc., Regeneron Pharmaceuticals, Inc., and Malin Corporation plc. 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 Cancerdirector will expire at the request of former President George H. W. Bush, and heMeeting, 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, CEO Roundtable on Cancer, and North Carolina GlaxoSmithKline Foundation. 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.below.

Helen M. Thackray, M.D. was initially appointed to the Board in September 2019.2019, and her term as a director will expire at the Meeting. Dr. Thackray is currentlyjoined BioCryst in March 2021 as our Chief Research & Development Officer. She previously served as Chief Medical Officer and Senior Vice President of clinical development at GlycoMimetics, Inc., a publicly traded oncology-focused biotechnology company. She joined GlycoMimetics incompany focused on serious oncology, immunology, and inflammatory conditions, from 2006 to 2021 and leads theirled its orphan product, fast track, and breakthrough therapy programs at all stages of development in rare diseases. Prior to joining GlycoMimetics, Dr. Thackray was Vice President of Clinical Development at Biosynexus and served for over a decade on the research ethics review board of the National Center for Healthcare Statistics, part of the Centers for Disease Control and Prevention. Most recently she has served on the ICH E11A Expert Working Group for the development of a harmonized regulatory guideline for pediatric extrapolation in drug development. She is a board-certified pediatrician, practicing and serving on the faculty of the Children’s National Medical Center and George Washington University School of Medicine and Health Sciences since 2000. Dr. Thackray has authored more than 60 peer-reviewed articles and presentations. Dr. Thackray holds a Bachelor of Science degree in biological sciences from Stanford University and an M.D. from the George Washington University School of Medicine and Health Sciences. She completed her pediatric residency and chief residency at Children’s National Medical Center, trained in medical genetics at the National Human Genome Research Institute at the National Institutes of Health, and is a Fellow of the American Academy of Pediatrics. Dr. Thackray’s medical background and substantial rare disease treatment development experiences contribute valuable insight and expertise to the Board.

Stephen J. Aselagewas appointed to the Board in January 2019. Until January 2019, Mr. Aselage served as Chief Executive Officer of Retrophin Inc., a publicly 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., a biotechnology company. Prior to BioMarin, Mr. Aselage held positions of increasing responsibility at a number of companies, including Bristol Laboratories, Genentech and Sangstat. He currently continues to serve on the board of Retrophin and serves as chairman of the board of Acer Therapeutics Inc., a publicly traded pharmaceutical company. Mr. Aselage holds a Bachelor of Science in biology from the University of Notre Dame and serves on the advisory council of the University of Notre Dame Department of Science. Mr. Aselage’s extensive experience as an executive in the industry and his experience with rare disease therapies contribute valuable insight and experience to the Board.

Kenneth B. Lee, Jr. was appointed to the Board in June 2011. Mr. Lee has over 40 years of experience counseling management teams, boards of directors and investors of technology-based companies worldwide. He is currently a General Partner with Hatteras Venture Partners, LLC, a venture capital fund focusing on life science companies, which he joined in 2003. Previously he was President of A.M. Pappas & Associates, LLC, following 29 years with Ernst & Young LLP, where he was most recently Managing Director of the firm’s health sciences corporate finance group, and at one time served as the National Director of the Life Sciences Practice. Mr. Lee received a Bachelor of Arts degree from Lenoir-Rhyne College and an MBA from the University of North Carolina at Chapel Hill. Mr. Lee currently serves on the board of directors of Eyenovia, Inc., a publicly traded ophthalmic biopharmaceutical company, and Aerami Therapeutics, a privately held pharmaceutical company. He has previously served on the boards of the public companies Abgenix, Inc., Aralez, Inc., CV Therapeutics, Inspire Pharmaceuticals, Maxygen, Inc., and OSI Pharmaceuticals and previously served on the Boards of the private companies Clinipace, Clinverse and A.M. Pappas & Associates. 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 both public and private biotech companies contribute valuable insight and experience to the Board.

Alan G. Levin was appointed to the Board in February 2020. Mr. Levin served as Executive Vice President and Chief Financial Officer of Endo Health Solutions Inc., a global specialty healthcare company, from June 2009 until September 2013. Prior to joining Endo, Mr. Levin worked with Texas Pacific Group, a leading private equity firm, and one of their start-up investments. Before that, he was Senior Vice President & 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 Finance & Strategic Management for the company’s research and development organization. He has been a member of the board of directors of Diffusion Pharmaceuticals Inc., a publicly traded development stage oncology company, since 2015, 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. Levin is a member of the 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, cum laude, from Princeton University and a master’s degree in accounting from New York University’s Stern School of Business. Mr. Levin is a certified public accountant. Mr. Levin’s extensive experience in strategic planning, capital markets, financial reporting, tax planning, and business development contribute valuable insight and experience to the Board.  

If any 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 NOMINEES FOR DIRECTOR NAMED ABOVE.

The Audit Committee of the Board has appointed Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2020.2021. Services provided to the Company by Ernst��Ernst & Young LLP in fiscal 20192020 and 20182019 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 2021. Although ratification is not required by the Company’s bylaws 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

In connection with the audit of the 20192020 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, 20192020 and 2018,2019, respectively.

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 controls 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 and comfort letters in connection with securities offerings. For 20192020 and 2018,2019, fees associated with registration statement filings and securities offerings were $128,600$156,600 and $115,000,$128,600, respectively.

Audit-related Fees

Audit-related fees represent the aggregate fees billed for assurance and related professional services rendered by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and that are not reported under “Audit Fees” including due-diligence related to mergers and acquisitions and consultations regarding internal controls, financial accounting and reporting standards. Audit-related fees for 2018 represent due diligence services related to the terminated merger with Idera Pharmaceuticals, Inc.

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.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTEFOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2020.2021.

In the event that the Company’s stockholders do not ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for 2021, the appointment will be reconsidered by the Audit Committee and the Board. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory or non-binding basis, an advisory resolution on the compensation of our Named Executive Officers, as defined herein, as disclosed in this Proxy Statement in accordance with rules promulgated by the SEC.

The Company asks that you indicate your support for our executive compensation policies and practices as described in “Compensation Discussion and Analysis,”Analysis” and the accompanying tables and related disclosures in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the policies and practices described in this Proxy Statement. Your vote is advisory and so will not be binding on the Compensation Committee or the Board of Directors. However, the Compensation Committee and the Board of Directors will review the voting results and take them into consideration when structuring future executive compensation arrangements. The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the Meeting and entitled to votevoting on the proposal will be required for approval.

We believe that the experience, abilities and commitment of our Named Executive Officers are unique in the biotechnology industry, and we recognize the need to fairly compensate and retain a senior management team that has produced excellent operating results over the past several years. Accordingly, the Compensation Committee makes compensation decisions for our executive officers after consideration of the following primary objectives:  

Further, weour executive compensation program is based on market best practices to ensure that it is appropriately risk-based and competitive with similar companies in our industry. We do not believe that our executive compensation program encourages our management to take excessive risks.

The Board of Directors encourages you to carefully review the information regarding our executive compensation program contained in this Proxy Statement, including the Compensation Discussion and Analysis beginning on page 26, as well as the Summary Compensation Table and other related compensation tables and narrative discussion, appearing on pages 35 through 42, which provide detailed information on the compensation of our Named Executive Officers.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE FOLLOWING RESOLUTION:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative discussion.”

We are asking our stockholders to approve an amendment to the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (the “Plan Amendment,” and such plan, as(as amended, the “Stock Incentive Plan”) to (i) increase the number of shares available for issuance under the Stock Incentive Plan by 8,000,000,7,500,000 (the “Plan Amendment”). We believe that the Plan Amendment is necessary for the Stock Incentive Plan to support the Company’s continued growth in 2021.

As of April 1, 2021, the total number of shares available under the Stock Incentive Plan, without giving effect to the Plan Amendment, is 28,891,274. This amount consists of 25,442,402 shares reserved for awards already granted and 3,448,872 shares currently available for future issuance under the Stock Incentive Plan. The shares currently available for future issuance under the Stock Incentive Plan represent less than one-half of our projected needs for the next year, which provides limited availability and flexibility for our equity usage as part of our global, broad-based equity program. The proposed increase would bring the total number of shares available under the Stock Incentive Plan to 10,593,71910,948,872 as of March 20, 2020,April 1, 2021, which iswe currently expectedexpect to be sufficient under the planStock Incentive Plan through the 2022 annual meeting of stockholders (subject to a number of factors, including changes in stock price and the pace of the Company’s growth) and (ii) revise Article IV, the Automatic Option Grant Program for non-employee directors, as follows:.

On March 19, 2020,April 1, 2021, our Board approved the Plan Amendment, subject to stockholder approval at this Meeting. The Stock Incentive Plan, as amended by the Plan Amendment, (the “2020 SIP”), is attached asAnnex A to this proxy statement. The approval of the amendment to our Certificate of Incorporation (the “Charter Amendment”) in Proposal No. 6 is a conditionProxy Statement. In addition to the adoption of this Proposal No. 4. InPlan Amendment, the event the Charter Amendment in Proposal No. 6 is not approved by the stockholders at the Annual Meeting, this Proposal No. 4 will be of no effect, regardless of the vote obtained on this Proposal, and our Stock Incentive Plan, will continue in force in its current form.as amended and restated on April 1, 2021, includes certain other amendments that are not subject to stockholder approval.

TheEquity Usage and Needs

As further explained below, the increase in shares reserved for issuance under the Stock Incentive Plan pursuant to the Plan Amendment is necessary to allow the Company to provide customary levels of equity incentives to employees, including without limitation the long-term equity incentive awards that the Compensation Committee of the Board has historically granted to all employees on an annual basis.

Without the approval of the Plan Amendment, we will not be able to continue providing competitive equity incentives to existing employees or to attract new employees in our competitive market. This could ultimately result in the loss of critical talent and inhibit our ability to meet our future growth objectives. If approved by stockholders, we intend to use the additional shares under the Plan Amendment to recruit, incentivize, and retain employees.

Potential Dilution and Burn Rate

When considering the number of shares to add to the Stock Incentive Plan, the Compensation Committee reviewed, among other things, the potential dilution to current stockholders as measured by burn rate and overhang, and projected future share reserve is necessaryusage. We recognize the dilutive impact of our equity compensation programs on our stockholders and continuously aim to assure that a sufficient reserve of Common Stock remains availablebalance this concern with the competition for issuance as equity awardstalent, competitive compensation practices, and the need to attract and retain the services of individuals essential to our long-term growth and financial success. We rely significantly on equity incentives in order to attract and retain employees, consultants, and non-employee directors, and believe that such equity incentives are necessary for us to remain competitive in the marketplace for executive talent and for other key individuals. talent.

The revisions toOverhang

On a fully diluted basis, the Automatic Option Grant Programapproximately 28,891,274 shares currently available for non-employee directors pursuant toissuance under the Stock Incentive Plan (without taking into account the Plan Amendment) represent an overhang of approximately 14% based on the number of outstanding shares of Common Stock and shares underlying outstanding awards as of April 1, 2021, and 15% of the awards outstanding are underwater. If the Plan Amendment is necessary to allowapproved, the Company to provide competitive compensation to our non-employee directors. The Compensation Committee analyzed board of director compensation practices of our 2019 Peer Group described under “Compensation Discussion and Analysis—Peer Group and the Use of Market Data” and compared our director compensation program to these practices. The results of the assessment showed that our individual director compensation was well below our 2019 Peer Group. Based on these findings, the Compensation Committee determined that it was appropriate and in line with market practices toadditional 7,500,000 shares would increase the overhang to 17%. We calculate overhang as the total of (a) shares available for future grants under the Stock Incentive Plan plus (b) shares underlying any outstanding awards divided by (c) the total number of options to be granted to our non-employee directors and thatshares outstanding plus shares available for issuance under the initial grants, which previously vested on the twelve month anniversary of the automatic grant date, be revised to provide for a longer vesting period to align with peer practices and the standard three year term of office.Stock Incentive Plan plus shares underlying any outstanding awards.

Burn Rate

Our three-year average unadjusted burn rate is approximately 5.2%. As of April 1, 2021, there were approximately 3,448,872 shares available for future grants under the Stock Incentive Plan. Depending on assumptions, if these amendments are approved, it is expected that there will be sufficient shares available under the Stock Incentive Plan to satisfy our equity needs through our 2022 annual meeting of stockholders.

Plan Features that Protect Stockholder Interests

The Stock Incentive Plan provides the following provisions that are favorable to our stockholders: (i)stockholders and protect stockholder interests:

Summary of the Stock Incentive Plan

The principal provisions of the 2020 SIP,Stock Incentive Plan, including (unless otherwise noted) the terms of the Plan Amendment, are summarized below. This summary is not complete and is qualified in its entirety by the terms of the 2020 SIP.Stock Incentive Plan attached as Annex A to this Proxy Statement.

Equity Incentive Programs

The Stock Incentive Plan consists of three separate equity incentive programs:

· the Discretionary Option Grant Program;

· the Stock Issuance Program; and

· the Automatic Option Grant Program for non-employee Board members.

The principal features of each program are described below. The Compensation Committee of the Board, or, in the absence of the Compensation Committee, aanother properly constituted committee of the Board, or the Board itself, has the authority to administer the Discretionary Option Grant Program and the Stock Issuance Program with respect to option grants and stock issuances made to our executive officers and non-employee Board members, and also has the authority to make grants under thosethese programs to all other eligible individuals. The Compensation Committee may by resolution authorize one or more officers of the Company to perform any or all things that the Committee is authorized and empowered to do or perform under the Plan, and for all purposes under the Plan, such officer or officers shall be treated as the Committee.

The term “plan administrator,” as used in this summary, means, as applicable, the Compensation Committee, another properly constituted committee of the Board, the Board, or one or more officers of the Company, to the extent that any of them is acting within the scope of its administrative jurisdiction under the Stock Incentive Plan. However, neither the Compensation Committee nor any secondary committee will exercise any administrative discretion under the Automatic Option Grant Program. All grants under that program will be made in strict compliance with the express provisions of the program.

Share Reserve

As of March 20, 2020,April 1, 2021, an aggregate of 32,590,00040,590,000 shares of Common Stock have been reserved for issuance over the term of the Stock Incentive Plan, without giving effect to the share increase proposed under the terms of this proposal. The total number of shares available under the Stock Incentive Plan as of March 20, 2020,April 1, 2021, without giving effect to the share increase proposed under the terms of this proposal, is 22,018,802.28,891,274. This amount consists of 19,425,08325,442,402 shares reserved for awards already granted and 2,593,7193,448,872 shares of Common Stock currently available for future issuance under the Stock Incentive Plan. Approval of the Plan Amendment will increase the number of shares available for issuance under the Stock Incentive Plan by 8,000,0007,500,000 shares.

The shares of Common Stock issuable under the Stock Incentive Plan may be drawn from shares of our authorized but unissued Common Stock or from shares of Common Stock reacquired by us, including shares repurchased on the open market.

No individual may receive options or other awards under the Stock Incentive Plan exceeding 1,500,000 shares in the aggregate in any calendar year.

In the event any change is made to the outstanding shares of Common Stock by reason of any recapitalization, stock dividend, stock split, combination of shares, exchange of shares or other change in corporate structure effected without our receipt of consideration, appropriate adjustments will be made to the securities issuable (in the aggregate and per participant) under the Stock Incentive Plan and the securities in effect under each outstanding option and stock issuance and, where applicable, the option exercise price per share.

Eligibility

Officers and employees, non-employee Board members and independent consultants in our service or the service of our parents or subsidiaries, whether now existing or subsequently established, are eligible to participate in the Discretionary Option Grant Program and the Stock Issuance Program. Non-employee members of the Board are also eligible to participate in the Automatic Option Grant Program.

As of March 20, 2020, sixApril 1, 2021, eight executive officers, eightapproximately 258 other employees, and seven non-employee Board members and approximately 143 employees and consultants were eligible to participate in the Discretionary Option Grant Program and the Stock Issuance Program. Our eightseven non-employee Board members were also eligible to participate in the Automatic Option Grant Program.

Valuation

The “fair market value” per share of Common Stock on any relevant date under the Stock Incentive Plan will be deemed to be equal to the closing selling price per share on that date on the Nasdaq Global Select Market. On March 20, 2020,April 1, 2021, the closing selling price of our stockCommon Stock per share was $1.87.$9.95.

Discretionary Option Grant Program

Terms of Options

The Plan Administrator has complete discretion under the Discretionary Option Grant Program to determine which eligible individuals are to receive option grants, the time or times when those grants are to be made, the number of shares subject to each grant, the status of any granted option as either an incentive stock option or a non-statutory option under the federal tax laws, the vesting schedule, if any, for the option grant and the maximum term for which any granted option is to remain outstanding.

Each granted option will have an exercise price per share no less than the fair market value of the option shares on the grant date. No granted option will have a term in excess of ten years, and the option will generally become exercisable in one or more installments over a specified period of service measured from the grant date. However, one or more options may be structured so that they will be immediately exercisable for any or all of the option shares; the shares acquired under those options will be unvested and subject to repurchase by us, at the exercise price paid per share, if the optionee ceases service with us prior to vesting in those shares.

Upon cessation of service, the optionee will have a limited period of time in which to exercise any outstanding option to the extent exercisable for vested shares. The Plan Administrator will have complete discretion to extend the period following the optionee’s cessation of service during which his or her outstanding options may be exercised and/or to accelerate the exercisability or vesting of such options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the optionee’s actual cessation of service.

Upon the optionee’s cessation of service as a result of death after at least five years of service, all of the optionee’s outstanding options will accelerate and become exercisable in full.

In no event may options (or stock appreciation rights) granted under the Stock Incentive Plan be directly or indirectly repriced without the approval of our stockholders.

Stock Appreciation Rights

The Plan Administrator is authorized to issue tandem stock appreciation rights in connection with option grants made under the Discretionary Option Grant Program. The grant price of a stock appreciation right may not be less than the fair market value of our Common Stock on the date of the grant.

Tandem stock appreciation rights under the Discretionary Option Grant Program provide the holder with the right to surrender an option for an appreciation distribution from the Company. The amount of this 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.

An appreciation distribution may, at the discretion of the Plan Administrator, be made in cash or in shares of Common Stock, or a combination thereof.

Stock Issuance Program

Shares may be issued under the Stock Issuance Program through direct and immediate issuance or with vesting upon the completion of a designated service period, the attainment of pre-established performance goals, or a specific period of time after issuance. To the extent a participant ceases service without completing the designated service period or performance goals, we have the right to repurchase the shares at the price paid, if any. However, the Plan Administrator has the discretionary authority at any time to accelerate the vesting of any and all unvested shares outstanding under the program. Share recipients will have full stockholder rights with respect to their shares, including the right to vote the shares and to receive regular cash dividends. Share recipients do not have rights with respect to unvested shares; however, the Plan Administrator may grant dividend equivalents entitling the holder of such unvested shares to regular cash dividends payable on such shares. Dividends and dividend equivalents are subject to the same vesting schedule and payable at the same time as the shares to which such dividends and dividend equivalents relate.

Shares of Common Stock may also be issued under the program pursuant to Restricted Stock Units (“RSUs”)RSUs that entitle the recipient to receive shares of Common Stock (or cash in lieu thereof) in the future following the satisfaction of vesting conditions imposed by the Plan Administrator. Outstanding RSUs under the program will automatically terminate, and no shares of Common Stock will be issued in satisfaction of those awards, if the vesting conditions established for the awards are not satisfied. RSU holders do not have stockholder rights with respect to the awards; however, the Plan Administrator may grant dividend equivalents entitling the holder of RSUs to regular cash dividends payable on the underlying shares. Dividend equivalents are subject to the same vesting schedule and payable at the same time as the shares underlying the RSU to which such dividend equivalents relate.

The Plan Administrator has complete discretion under the program to determine which eligible individuals are to receive stock issuances or RSUs, the time or times when those issuances or awards are to be made, the number of shares subject to each issuance or award, the extent to which aan RSU will have an accompanying dividend equivalent, and the vesting schedule to be in effect for the stock issuance or RSU.

Automatic Option Grant Program

Terms of Options

Under the Automatic Option Grant Program, eligible non-employee Board members, including Board members who are our former employees, will receive a series of option grants over their period of Board service. Each non-employee Board member will, at the time of his or her initial election or appointment to the Board or upon continuing to serve as a Board member after ceasing to be employed by us, receive an option grant for up to 80,000 shares of Common Stock. The amount of the initial grant is determined by multiplying:

(i)     a fraction, the numerator of which is the number of months remaining between the date the Board member first became a non-employee Board member and the date of the next Annual Meeting and the denominator of which is 12, by

(ii)    80,000 shares of Common Stock.

In addition, each year on the date of the Annual Meeting,Company’s annual meeting of stockholders, each individual who is to continue to serve as a non-employee Board member will automatically be granted an additional option to purchase 40,000 shares of Common Stock. There is no limit on the number of these 40,000-share option grants any one eligible non-employee Board member may receive over his or her period of continued Board service.

Each automatic grant will have an exercise price per share equal to the fair market value per share of Common Stock on the grant date and will have a term of ten years. Each initial automatic option grant will vest, subject to the terms of the Stock Incentive Plan, in 36 equal monthly installments over a 3-yearthree-year period measured from the grant date. Each annual automatic option grant shall vest and become exercisable on the 12-month anniversary of the grant date. With respect to both the initial automatic option grant and the annual automatic option grant, vesting will cease and options will not become exercisable for any additional option shares following the optionee’s cessation of Board service for any reason. Following an optionee’s cessation of Board service for any reason, each option vested at the time of cessation of Board service will remain exercisable by the optionee (or after the optionee’s death, by his or her estate or heirs) for the remainder of the ten-year term of that option.

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 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

Acceleration

In the event that we are acquired by merger or asset sale or otherwise undergo a change in control, including a change effected through the successful completion of a tender offer for more than 50% of our outstanding voting stock or a change in the majority of the Board effected through one or more contested elections for Board membership, except as set forth in the terms of the grant, the vesting of each outstanding option under the Automatic Option Grant Program, and the vesting of each RSU under the Stock Issuance Program, in each case granted prior to April 3, 2017 shall automatically accelerate in full. However, all other grants under the Stock Incentive Plan made on or after April 3, 2017 are subject to “double trigger” vesting if the grants are assumed, in which case accelerated vesting will apply only if the grantee’s service is terminated by us without “cause” or the grantee due to a “constructive termination” within 90 days preceding or two years following the change in control. If the grants are not assumed in connection with the change in control, they will fully vest upon the change in control.

Payment of Withholding Taxes for Options

The Plan Administrator may provide one or more participants in the Discretionary Option Grant Program and Stock Issuance Program with the right to have us withhold a portion of the shares otherwise issuable to such participants in satisfaction of applicable withholding taxes that attach upon the exercise of options or the vesting of stock issuances or RSUs. Alternatively, the Plan Administrator may allow participants to deliver previously acquired shares of Common Stock in payment of such withholding tax liability.

Amendment and Termination

The Board may amend or modify the Stock Incentive Plan at any time, subject to any required stockholder approval pursuant to applicable laws and regulations (including applicable Nasdaq Global Select Market rules). Unless sooner terminated by the Board, the Stock Incentive Plan will terminate on the earliest of:

(i)      ten years following the date the Stock Incentive Plan is approved by the Board, which will be March 19, 2030April 1, 2031 (but any options, stock issuances or other awards outstanding on such date shall remain in effect in accordance with their terms);

(ii)    the date on which all shares available for issuance under the Stock Incentive Plan have been issued as fully vested shares; or

(iii)   the termination of all outstanding options and stock issuances in connection with certain changes in control or ownership of the Company.

New Plan Benefits

FutureWith the exception of grants to non-employee members of the Board under the Automatic Option Grant Program, future awards under the Stock Incentive Plan are indeterminable. Allindeterminable as all such future grants are determined by the Plan Administrator in its discretion, and no arrangements have been made at this time with respect to the shares reserved for issuance under the Stock Incentive Plan. The following tabulation reflects the awards to be granted to the following persons in 2019non-employee members of the Board under the Stock Incentive Plan:Automatic Option Grant Program:

Equity Compensation Plan Information

As of March 20, 2020,April 1, 2021, an aggregate of 32,590,00040,590,000 shares of Common Stock have been reserved for issuance over the term of the Stock Incentive Plan, without giving effect to the share increase proposed under the terms of this proposal. The total number of shares available under the Stock Incentive Plan as of March 20, 2020,April 1, 2021, without giving effect to the share increase proposed under the terms of this proposal is 22,018,802.28,891,274. This amount consists of 19,425,08325,442,402 shares reserved for awards already granted and 2,593,7193,448,872 shares of Common Stock available for future issuance under the Stock Incentive Plan.

Information regarding the securities authorized for issuance under our equity compensation plans is presented as of December 31, 2019,2020, which does not give effect to the increases of 8,000,0007,500,000 shares of Common Stock under the Stock Incentive Plan or 3,000,0003,500,000 shares of Common Stock under the Employee Stock Purchase Plan described herein, or to the increase of 1,700,000 shares of Common Stock under the Inducement Equity Incentive Plan approved by our board of directors on February 7, 2020.in Proposal 5.

Federal Income Tax Consequences

Option Grants

Options granted under the Stock Incentive Plan may be either incentive stock options which satisfy the requirements of Section 422 of the Internal Revenue Code (the “Code”) or non-statutory options which are not intended to meet such requirements. The federal income tax treatment for the two types of options differs as follows:

Incentive Stock Options. No taxable income is recognized by the optionee at the time of the option grant, and no taxable income is generally recognized at the time the option is exercised. The optionee will, however, recognize taxable income in the year in which the purchased shares are sold or otherwise transferred. For federal tax purposes, dispositions are divided into two categories: (i) qualifying and (ii) disqualifying. A qualifying disposition occurs if the sale or other disposition is made after the optionee has held the shares for more than two years after the option grant date and more than one year after the exercise date. If either of these two holding periods is not satisfied, then a disqualifying disposition will result. If the optionee makes a qualifying disposition, the taxable income recognized by the optionee will be treated as a long-term capital gain and we will not be entitled to an income tax deduction. If the optionee makes a disqualifying disposition of the purchased shares, then for the taxable year in which such disposition occurs, the optionee will recognize ordinary income, and we will be entitled to an income tax deduction, in an amount generally equal to the excess of (i) the fair market value of such shares on the option exercise date over (ii) the exercise price paid for the shares.

Non-Statutory Options. No taxable income is recognized by an optionee upon the grant of a non-statutory option. The optionee will in general recognize ordinary income in the year in which the option is exercised, in an amount equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares.

Subject 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. Any such deduction will in general be allowed for the taxable year of the Company in which such ordinary income is recognized by the optionee.

Stock Appreciation Rights

No taxable income is recognized upon receipt of a stock appreciation right. The holder will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the appreciation distribution. Subject to limitations imposed by Section 162(m) of the Code, we will generally be entitled to an income tax deduction equal to the appreciation distribution in the taxable year in which the ordinary income is recognized by the optionee.

Stock Issuances

Generally, the issuance of unvested stock will not result in taxable income to the employee. Instead, upon vesting, the fair market value of such shares, less cash or other consideration paid (if any), will be included in the participant’s ordinary income as compensation. Any cash dividends or other distributions paid with respect to the stock prior to vesting will also be included in the holder’s ordinary income as compensation when paid. The participant may however, elect under Section 83(b) of the Code, to include in his or her ordinary income at the time the stock is issued the fair market value of such shares less any amount paid. Any cash dividends paid thereafter will be treated as dividend income.

Subject 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 participant with respect to the stock issuance. The deduction will in general be allowed for the taxable year of the Company in which such ordinary income is recognized by the participant.

Restricted Stock Units (RSUs)

No taxable income is recognized by a participant upon grant of a restricted stock unit.an RSU. The participant will recognize ordinary income, in the year in which the RSU vests and the underlying stock is issued to the participant, in an amount equal to the fair market value of the shares on the date of issuance. Any cash or other property paid with respect to such shares on the vesting date will also be includible in the participant’s ordinary income as compensation at the time of payment. A participant may not make an 83(b) election with respect to an RSU. Subject to limitations imposed by Section 162(m) of the Code, we will generally be entitled to an income tax deduction to the extent the participant recognizes ordinary income with respect to an RSU. The deduction will in general be allowed for the taxable year of the Company in which such ordinary income is recognized by the participant.

Deductibility of Executive Compensation

Section 162(m) of the Code imposes an annual deduction limit of $1 million on compensation paid by the Company to “covered employees” in any taxable year. This rule may limit the deductibility of awards granted pursuant to the Plan. We believe that our stock options granted prior to November 3, 2017 should qualify as “performance-based compensation” exempt from the $1 million limit, but that exception is no longer available for options and other awards granted after that date.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS DEEMS THE AMENDMENT TO THE STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE STOCK INCENTIVE PLAN BY 8,000,0007,500,000 SHARES AND TO REVISE THE AMOUNT AND TERMS OF THE AUTOMATIC NON-EMPLOYEE DIRECTOR GRANTS AS SET FORTH IN ARTICLE IV THEREIN TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTEFOR APPROVAL OF THE AMENDMENT TO THE STOCK INCENTIVE PLANPLAN..

In May 1995, the Company’s stockholders approved the Company’s Employee Stock Purchase Plan (as amended, the “ESPP”). As initially adopted, a total of 200,000 shares of Common Stock were reserved for issuance under the ESPP. On May 15, 2002, the Company’s stockholders amendedapproved an amendment to the ESPP to (i) increase the number of shares available under the ESPP by 200,000 and (ii) eliminate the January 2005 termination date of the ESPP. On May 21, 2008, the Company’s stockholders amendedapproved an amendment to the ESPP to increase the number of shares available under the ESPP by 200,000. On May 13, 2010, the Company’s stockholders amendedapproved an amendment to the ESPP to increase the number of shares available under the ESPP by 225,000. On May 23, 2012, the Company’s stockholders amendedapproved an amendment to the ESPP to increase the number of shares available under the ESPP by 150,000. On May 2, 2014, the Company’s stockholders amendedapproved an amendment to the ESPP to increase the number of shares available under the ESPP by 500,000. On May 12, 2020, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares available under the ESPP by 3,000,000. As a result of these amendments, a total of 1,475,0004,475,000 shares of Common Stock have previously been reserved for issuance under the ESPP. As of March 20, 2020, 1,465,51630, 2021, 1,795,446 shares had been issued, leaving a total of 9,4842,679,554 shares available for future purchase under the ESPP.

Proposal

On March 19, 2020,April 1, 2021, the Board adopted, subject to stockholder approval, an amendment to the ESPP to add 3,000,0003,500,000 shares of Common Stock to the number of shares authorized for issuance under the ESPP, bringing the total number of shares of Common Stock subject to the ESPP to 4,475,0007,975,000 (the “ESPP Amendment”). When added to the remaining shares available for issuance under the ESPP as of March 20, 2020,April 1, 2021, the increase will result in a total of 3,009,4846,179,554 shares being available for future employee purchases under the ESPP, subject to adjustment in the event of a change in capital structure of the Company (as discussed below). The approval of the Charter Amendment in Proposal No. 6 is a condition to the adoption of this Proposal No. 5. In the event the Charter Amendment in Proposal No. 6 is not approved by the stockholders at the Annual Meeting, this Proposal No. 5 will be of no effect, regardless of the vote obtained on this Proposal, and our ESPP will continue in force in its current form.

The Employee Stock Purchase Plan,ESPP, as amended by the ESPP Amendment, is attached asAnnex B to this proxy statement. The principal provisions of the ESPP are summarized below. This summary is not complete and is qualified in its entirety by the terms of the ESPP.

The Board of Directors believes that the approval of the amendment to the ESPP Amendment is in the best interests of the Company and its stockholders, as the availability of an adequate number of shares for issuance under the ESPP and the ability of eligible employees to acquire a proprietary interest in the Company is an important factor in attracting, motivatingincentivizing, and retaining qualified personnel essential to the success of the Company.

Summary of the Employee Stock Purchase Plan

The following summary of the ESPP does not contain all of the terms and conditions of the ESPP, and is qualified in its entirety by the specific language of the ESPP, as amended to increaseby the number of shares authorized for issuance thereunder.ESPP Amendment.

General

Purposes. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The purpose of the ESPP is to allow eligible employees of the Company to subscribe for and purchase shares of the Company’s Common Stock directly from the Company at a discounted price through payroll deductions to encourage greater employee ownership in the Company and as an incentive for continued employment.

Administration. The ESPP is administered by the Compensation Committee of the Board of Directors of the Company (the(as used in this Proposal 5, the “Committee”). Subject to the specific provisions of the ESPP, all questions of interpretation or application of the ESPP are determined by the Committee and its decisions are final, conclusive and binding upon all participants. The Company pays all administrative expenses of the ESPP.

Amendment and Discontinuance. Following the end of any Purchase Period (as defined below), the Board may alter, amend, suspend or discontinue the ESPP. However, the Board may not take the following actions with respect to the ESPP without receiving the prior approval of the stockholders, except for permissible adjustments in the event of certain changes in the Company’s capitalization: (i) materially increase the number of shares of Common Stock issuable under the ESPP or the maximum number of shares purchasable per participant on any one purchase date; (ii) alter the purchase price formula so as to reduce the purchase price payable for the shares purchasable under the ESPP; or (iii) materially increase the benefits accruing to participants under the ESPP or materially modify the requirements for eligibility to participate in the ESPP. Unless earlier terminated by the Board, shares of Common Stock will be offered for purchase under the ESPP until the earlier of (i) the date on which the maximum number of shares of Common Stock available for issuance under the ESPP shall have been purchased or (ii) the date on which all purchase rights are exercised in connection with an Acquisition (as defined below). Notwithstanding the date of termination determined by the preceding sentence, the Board of Directors may act to terminate the ESPP at the end of any Purchase Period (as defined below) under the ESPP.

Eligibility and Participation

Employees (including officers and employee directors) who are employed by the Company or any participating subsidiary on a basis which requires such employee to work more than 20 hours per week for more than five months per calendar year at the commencement of each six-month purchase period (a “Purchase Period”), are eligible to participate in the ESPP, subject to certain limitations imposed by the Code and certain other limitations set forth in the ESPP. No purchase rights will be granted to any employee who, immediately after the grant of such right, would own (or otherwise hold options or other rights to purchase) stock possessing five percent or more of the total voting power or value of all classes of stock of the Company or any parent or subsidiary corporation.

As of March 20, 2020, 143April 1, 2021, approximately 235 employees were eligible to participate in the ESPP, and approximately 80164 employees were participating. Participants participate in the ESPP by electing payroll deductions on or prior to the commencement of a Purchase Period that accumulate to purchase shares of Common Stock. The actual benefits, if any, to participants in the ESPP are not determinable prior to the purchase of shares thereunder as the value, if any, of such shares to their holders is represented by the difference between the market price of a share of Companyour Common Stock on the date of purchase and the purchase price of the shares, as described below.

Purchase Periods and Payroll Deductions

Purchase Periods run from the first business day of February to the last business day of July and from the first business day in August to the last business day of the next succeeding January. Eligible employees may elect to participate in the ESPP on or prior to the start date of any Purchase Period. An eligible employee electing to participate may authorize payroll deductions in integral multiples of 1% of the base salary paid to such participant during the Purchase Period up to a maximum of 15% of base salary. The participant may decrease his or her rate of payroll deduction one time during any Purchase Period, but cannot increase the rate of deduction during the Purchase Period. Any elections to increase the rate of deduction will take effect at the beginning of the next Purchase Period. A participant may, at any time prior to the last day of the Purchase Period, terminate his or her right to purchase shares of Common Stock at the end of the Purchase Period, and no further payroll deductions will be collected from the participant during that Purchase Period. Payroll deductions accumulated in the terminating participant’s account shall, at the participant’s election, be immediately refunded to the participant or held for the purchase of shares on the last day of the next Purchase Period. Terminating participants who fail to make an election with respect to accumulated payroll deductions shall be refunded such deductions as soon as possible.

Payroll deductions are credited to accounts established in each participant’s name on the books of the Company. No interest accrues on payroll deductions credited to such accounts during the Purchase Period. On the last business day of each Purchase Period, the amount in each participant’s account is used to purchase whole shares of Common Stock of the Company on such purchase date. Any amount remaining in the participant’s account will be carried over to the next Purchase Period, except for amounts not applied to the purchase of Common Stock because the limitations on the number of shares purchasable per participant is exceeded, which amounts will be promptly refunded to the participant after the purchase date. A participant will not acquire any stockholder rights with respect to purchase rights under the ESPP until shares of Common Stock are actually purchased for such participant at the end of each Purchase Period. During a participant’s lifetime, rights to purchase shares of Common Stock pursuant to the ESPP shall be exercisable only by the participant.

Purchase Price and Amount of Common Stock Purchased

The purchase price per share for which shares of Common Stock will be sold at the end of a Purchase Period under the ESPP is the lesser of (i) 85% of the “fair market value” per share of the Common Stock on the start date of the Purchase Period or (ii) 85% of the “fair market value” per share of Common Stock on the purchase date. For purposes of the ESPP, the “fair market value” per share on any relevant date will be the closing selling price per share of Common Stock on the date in question, as such price is reported on the Nasdaq Global Select Market if, at the time, the Common Stock is traded on the Nasdaq Global Select Market, or the closing selling price per share of the Common Stock on the date in question on the stock exchange determined by the Committee to be the primary market for the Common Stock, as such price is officially quoted on the composite tape of transactions on such exchange, if at the time the Common Stock is listed on any stock exchange. In either case, if there is no closing selling price for the Common Stock on the date in question, then the “fair market value” shall be the closing selling price on the immediately preceding date for which such quotation exists.

The maximum number of shares which a participant may purchase on any purchase date may not exceed 3,000 shares of Common Stock (subject to adjustment in the event of a change in the capital structure of the Company as discussed below). In addition, a participant may not purchase more than $25,000 worth of Common Stock (determined on the basis of the fair market value of the Common Stock on the start date of the Purchase Period) each calendar year.

Mergers, Acquisitions and Other Corporate Transactions

In the event of certain acquisitions of the Company by merger or asset purchase (an “Acquisition”), all payroll deductions for the Purchase Period in which such Acquisition occurs will be automatically applied to the purchase of Common Stock immediately prior to the effective date of the Acquisition, subject to the limitations on purchase during any Purchase Period. The purchase price of such shares will be 85% of the lesser of (i) the “fair market value” of the Common Stock on the start date of the Purchase Period or (ii) the “fair market value” of the Common Stock immediately prior to the Acquisition. The Company will provide at least ten days’ notice prior to any Acquisition to each participant, and each participant will have the right to terminate participation in the ESPP prior to the effective date of the Acquisition should a participant not wish to have shares purchased in connection with the Acquisition.

In the event of any stock split, common stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without receipt of consideration by the Company, the number of shares of Common Stock issuable under the ESPP and any outstanding purchase rights (and the price per share in effect under any such purchase right) is subject to adjustment in order to prevent the dilution or enlargement of benefits under the ESPP and such purchase rights.

Termination of Employment or Loss of Eligibility

If a participant’s employment terminates for any reason, including death or disability, or the participant otherwise loses his or her status as an eligible employee, then all payroll deductions for the Purchase Period in which employment terminates or eligibility is lost are automatically refunded to the participant or the participant’s estate or personal representative, as applicable.

Federal Income Tax Information

The following information is a general summary of some of the current federal income tax consequences of the ESPP to participants and to the Company. Tax laws may change, and actual tax consequences will depend on a participant’s individual circumstances as well as state and local tax laws. Participants are advised to seek personal tax advice when they participate in the ESPP. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

Tax Treatment of Participants.Participants. Under plans which qualify as “employee stock purchase plans,” no taxable income is recognized by the participant either upon receipt of the purchase right at the beginning of the Purchase Period or upon the actual purchase of shares on each purchase date. All tax consequences with respect to such purchases are deferred until the participant disposes of the shares. A disposition of shares generally includes any transfer of legal title, whether by sale, exchange or gift, but does not include a transfer to a participant’s spouse or a transfer to joint ownership if the participant remains one of the joint owners, or a transfer into the participant’s brokerage account.

The participant’s federal income tax liability upon disposition will depend on whether the participant makes a qualifying or disqualifying disposition of the purchased shares. A qualifying disposition will occur if the sale or other disposition of those shares is made after the participant has held the shares for (i) more than two years after the start date of the Purchase Period and (ii) more than one year after the actual purchase date. A disqualifying disposition is any sale or other disposition which is made prior to the satisfaction of either of these two minimum holding period requirements; provided, however, that if a participant dies while owning the shares, the transfer of the shares upon death will generally be considered a qualifying disposition.

With respect to a qualifying disposition, a participant will recognize ordinary income in the year of such disposition equal to the lesser of (i) the amount by which the fair market value of the shares on the date of the qualifying disposition exceeds the purchase price or (ii) 15% of the fair market value of the shares on the start date of the Purchase Period in which those shares were purchased. Any additional gain recognized upon the qualifying disposition will be a long-term capital gain. If the fair market value of the shares on the date of the qualifying disposition is less than the purchase price the participant paid for the shares, there will be no ordinary income, and any loss recognized will be a long-term capital loss.

In the case of a disqualifying disposition, a participant will recognize ordinary income in the year of such disposition equal to the excess of (i) the fair market value of the shares on the purchase date over (ii) the purchase price paid for the shares. Any additional gain (or loss) recognized upon the disqualifying disposition will be capital gain (or loss), which will be long-term if the shares are held for more than one year from the date of purchase.

Tax Treatment of the Company.Company. When a participant recognizes ordinary income upon making a disqualifying disposition, the Company will generally be entitled to a tax deduction in the amount of the ordinary income recognized by the participant. In other cases, no deduction is allowed the Company.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS DEEMS THE APPROVAL OF THE AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE EMPLOYEE STOCK PURCHASE PLAN BY 3,000,0003,500,000 SHARES TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE FOR APPROVAL OF THE INCREASE IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE EMPLOYEE STOCK PURCHASE PLAN

We are asking you to approve an amendment to our Third Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of shares of Common Stock that we are authorized to issue from 200,000,000 to 450,000,000. The Board has approved the amendment, subject to the approval of our stockholders at the Meeting.

The amendment to our Certificate of Incorporation (the “Certificate of Amendment”), is attached asAnnex C to this proxy statement. The provisions of the Certificate of Amendment are summarized below. This summary is not complete and is qualified in its entirety by the terms of the Certificate of Amendment.

As of March 20, 2020, the record date for the Meeting, 154,191,951 shares of Common Stock were issued and outstanding. An additional 22,018,802 shares were reserved for issuance upon the exercise of stock options granted or authorized under our Stock Incentive Plan, 9,484 shares were reserved for issuance under our ESPP, and 3,200,000 shares were reserved for issuance under our Inducement Equity Incentive Plan. Accordingly, as of such date, we had approximately 20,579,763 shares of Common Stock available for future issuance. Because the increase in authorized shares of Common Stock is necessary to effectuate the amendment to the Stock Incentive Plan in Proposal No. 4 and the amendment to the ESPP in Proposal No. 5, the approval of the amendment to our Certificate of Incorporation pursuant to this Proposal No. 6 is a condition to the adoption of those proposals. In the event this Proposal is not approved, Proposal No. 4 and Proposal No. 5 will not be adopted, regardless of the votes cast on those proposals.

We believe that an increase in the number of authorized shares of our Common Stock will give us greater flexibility in the future by allowing us to:

Without an increase in the number of authorized shares of Common Stock, the number of remaining shares available for issuance may be insufficient to complete one or more of these transactions when and if our Board deems it advisable and in the best interests of our stockholders. We believe that having the additional authorized shares available for issuance upon approval of the Board will be beneficial to us and our stockholders by allowing us to promptly consider and respond to future business opportunities as they arise. Due to market, industry and other factors, the delay involved in calling and holding a stockholders’ meeting to approve an increase in authorized shares at the time a business opportunity presents itself may prevent us from pursuing that opportunity, or may significantly adversely affect the economic or strategic value of that opportunity.

We currently have no specific plans, arrangements or understandings to issue additional shares of our Common Stock, except for issuances under the stockholder-approved Stock Incentive Plan and ESPP, under the Inducement Equity Incentive Plan, or under other equity incentive arrangements. We also continually evaluate our capital structure and may consider an equity offering if, among other things, market conditions are favorable. We have not proposed the increase in the number of authorized shares of Common Stock with the intention of using the additional authorized shares for anti-takeover purposes.

The issuance of shares of our Common Stock, including the additional shares that would be authorized if the proposed amendment is approved, may dilute the current equity ownership position of current holders of our Common Stock and may be made without further stockholder approval, unless otherwise required by applicable laws or stock exchange regulations. Although our Board is motivated by business and financial considerations in proposing this amendment, stockholders should be aware that the amendment could be viewed as an anti-takeover provision. The amendment might discourage an attempt by a third party to gain control of us by acquiring a substantial number of shares of our Common Stock in order to complete a merger, sale of all or any part of our assets, or similar transaction, because the issuance of new shares could be used to dilute the stock ownership of that third party.

All shares of our Common Stock, including those now authorized and those that would be authorized by the proposed amendment, are equal in rank and have the same voting, dividend and liquidation rights. Holders of our Common Stock do not have preemptive rights.

Currently, our Certificate of Incorporation authorizes us to issue 5,000,000 shares of preferred stock, of which 200,000 shares of preferred stock have been designated as Series B Junior Participating Preferred stock, $.001 par value. No other class of capital stock of BioCryst is authorized. We are not proposing any change to our authorized preferred stock as part of the Certificate of Amendment. However, whether or not this proposal is approved, we intend to file a Certificate of Elimination with the Delaware Secretary of State to eliminate our Series B Junior Participating Preferred stock, which was created in connection with our former stockholder rights plan that expired at the close of business on June 24, 2012. Under Section 151(g) of the Delaware General Corporation Law and Article FOURTH of our Certificate of Incorporation, stockholder approval of the elimination of the Series B Junior Participating Preferred stock is not required.

If the proposal is approved, the first paragraph of Article FOURTH of our Certificate of Incorporation will be amended to read in its entirety as follows:

“FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Four Hundred Fifty-Five Million (455,000,000) shares consisting of (i) Four Hundred Fifty Million (450,000,000) shares of Common Stock, $0.01 par value per share, and (ii) Five Million (5,000,000) shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”)

The full text of the Certificate of Amendment is set forth onAnnex C.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS DEEMS THE APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED AMENDMENT.INCREASE IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE EMPLOYEE STOCK PURCHASE PLAN.

CORPORATE GOVERNANCE

Code of Business Conduct

We have a code of business conduct that applies to all our employees as well as to each member of the Board.  The code of business conduct is available on our website atwww.biocryst.com under the Corporate Governance section.  The Company intends to post on its website any amendments to, or waivers from, its code of business conduct. To date, there have not been any waivers by us under the code of business conduct.

Board of Directors

The Company is governed by a Board of Directors, which currently consists of sevennine directors as determined by resolution of the Board in accordance with the Company’s Certificate of Incorporation. The Board has determined that eightseven of the nine current members of the Board (Abercrombie,(Messrs. Abercrombie, Aselage, Heggie, Hutson, Lee, Levin, and Ingram, Ms. Heggie, and Thackray), as well as Dr. Cohen, who resigned from the Board in January 2019,Hutson) are independent as defined by the Nasdaq Global Select Market, or Nasdaq.  Prior to the commencement of her employment as the Company’s Chief Research & Development Officer in March 2021, Dr. Thackray was also independent under Nasdaq rules. Following the expiration of the term of Dr. Thackray’s directorship at the Meeting, the size of the Board will be reduced to eight directors. There are no family relationships among any of our directors our former director, or our executive officers.

The Board has established the Audit, Compensation, and Corporate Governance and Nominating committees to assist in the oversight of the Company. The Board has adopted charters for each of these committees, which are posted on the Company’s website at www.biocryst.com.www.biocryst.com. The Company also makes available at its website its code of business conduct. Printed copies of these charters or the code of business conduct may be obtained, without charge, by contacting the Corporate Secretary, BioCryst Pharmaceuticals, Inc., 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703.

Board Leadership Structure

Mr. Ingram currently serves as the Chairman of the Board.  The Chairman of the Board presides over the Board meetings and any executive session of the non-management directors. An executive session is held at every regularly scheduled Board meeting.

The Company’s CEO is responsible for setting the Company's strategic direction and for the day-to-day leadership and performance of the Company.  The Company’s independent Chairman provides input to the CEO and is responsible for presiding over the meetings of the Board and executive sessions of non-management directors.CEO.  The Company believes that separating the roles of Chairman and CEO is the most appropriate leadership structure for the Company at this time, based on the current circumstances and direction of the Company and the membership of the Board, including the vast experience of our current Chairman of the Board in the pharmaceutical industry.  This leadership structure permits the CEO to focus his attention on managing our business and allows the Chairman to function as an important liaison between management and the Board, enhancing the ability of the Board to provide oversight of the Company's management and affairs. 

Risk Oversight

The Company does not view risk in isolation, but considers risk as part of its regular consideration of business strategy and business decisions.  The Board oversees the Company’s risk management function, directly and through its committees.  BioCryst approaches risk management by integrating its strategic planning, operational decision making and risk oversight and communicating risks and opportunities to the Board.  The Board commits substantial time and effort every year to discussing and agreeing upon the Company’s strategic plan, and it reconsiders key elements of the strategic plan as significant events and opportunities arise during the year.  As part of the review of the strategic plan, as well as in evaluating events and opportunities that occur during the year, the Board and management also consider the risks relating to the strategic plan.

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.  The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks arising from compensation policies and programs.  The Corporate Governance and Nominating Committee assists the Board in fulfilling its risk management oversight responsibilities with respect to risks related to corporate governance matters.  The Audit Committee is also responsible for reviewing, discussing and advising the Board with respect to our corporate compliance program and code of business conduct. For additional information related to the Compensation Committee’s role in evaluating risks related to our executive compensation program, see “Compensation Discussion and Analysis” below.

Committees of the Board

Audit Committee

The Company has an Audit Committee, currently consisting of Mr. Lee, as its Chairman, Mr. Abercrombie, Ms. Heggie, and Mr. Levin, which is responsible for the review of internal accounting controls, financial reporting and related matters. The Audit Committee also recommends to the Board the independent accountants selected to be the Company’s auditors and reviews the audit plan, financial statements and audit results. The Board has adopted an Audit Committee Charter, available on the Company’s website, that meets all applicable rules of Nasdaq and the SEC. The Audit Committee members are “independent” directors as defined by Nasdaq and the SEC, and meet the heightened independence standards applicable to Audit Committee members under Nasdaq and SEC rules, and meet Nasdaq’s financial literacy requirements for audit committee members. The Board has determined that each of Mr. Lee and Mr. Levin qualifies as an “audit committee financial expert,” as such term is defined by the SEC. The Audit Committee met fivefour times during 2019.2020.

Compensation Committee

The Company has a Compensation Committee, currently consisting of Dr. Hutson, as its Chairwoman, Mr. IngramAselage, and Mr. Aselage.Ingram. The Compensation Committee is responsible for the annual review of officer compensation and other incentive programs. The Board has adopted a Compensation Committee Charter, available on the Company’s website, that meets all applicable rules of Nasdaq and the SEC. The Compensation Committee members are “independent” directors as defined by Nasdaq, and meet the heightened independence standards applicable to Compensation Committee members under Nasdaq rules, and are “non-employee” directors as defined by SEC rules. The Compensation Committee met sevensix times during 2019.2020. More information describing the Compensation Committee’s processes and procedures for considering and determining executive compensation, including the role of consultants in determining or recommending the amount or form of director and executive compensation, is included in under the heading “Compensation Discussion and Analysis” below.

Compensation Committee Interlocks and Insider Participation

The directors who served as members of the Compensation Committee during 2020 are Dr. Hutson, Mr. Aselage, and Mr. Ingram. None of these directors have ever served as an officer or employee of the Company, and none of these directors had any relationship with the Company during 2020 that would be required to be disclosed pursuant to Item 404 of Regulation S-K. No interlocking relationships exist between our current Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company.

Corporate Governance and Nominating Committee

The Company has a Corporate Governance and Nominating Committee consisting of Mr. Abercrombie, as its Chairman, Dr. Hutson, and Mr. Ingram. The Corporate Governance and Nominating Committee selects persons for election or re-election as directors and provides oversight of the corporate governance affairs and policies of the Board of Directors and the Company. The Board has adopted a Corporate Governance and Nominating Committee Charter, available on the Company’s website, that meets all applicable rules of Nasdaq and the SEC. The Corporate Governance and Nominating Committee members are “independent” directors as defined by Nasdaq. The Corporate Governance and Nominating Committee met 11four times during 2019.2020.

Other Committees

The Company also has a Commercialization Committee, a Science Committee and a Finance Committee, each of which convenes from time to time, as needed, to assist the Company and the Board on strategic decision-making regarding product development and commercialization and significant scientific and financial matters. Information about these committees, including committee composition and copies of the committee charters, is available on the Company’s website.

Selection of Board Nominees

The Corporate Governance and Nominating Committee (referred to in this section as the “Committee”) will consider candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. The Committee has established a procedure for submission of suggestions by stockholders and will consider candidates recommended in writing, including biographical information and personal references. All submissions by stockholders should be sent directly to the Chairman of the Board, Robert A. Ingram, at 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703. The Chairman will provide copies of all submissions to the Committee for theirits consideration.

The Committee reviews all submissions and evaluates them based on predetermined selection criteria to identify prospective nominees. In reviewing candidates to become prospective nominees, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate based on whateverthe information is provided to the Committee with the recommendation of the candidate, as well as the Committee’s own knowledge of the candidate, which may be supplemented by inquiries to the person making the recommendation or to others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the candidate can satisfy the evaluation factorsdirector selection criteria described below. If the Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the candidate’s background and experience. The Committee then evaluates the candidate as a prospective nominee considering our director selection criteria, including:

In evaluating prospective nominees for Board membership, consideration is given to obtaining a diversity of experience and perspective within the Board. In considering diversity, we look at the entirety of the Board. Although we do not seek constituent or representational directors, the Committee considersdoes consider the diversity of the Board whenever we are looking for a new director.director, including diversity of backgrounds, experience, perspective, race, gender, and ethnicity. The Committee and the Board evaluate the Board’s diversity on a periodic basis as part of their review of the Board as a whole. For example, our Board conducts annual self-evaluations, which the Committee oversees, designed to solicit directors’ views on a variety of topics, including whether directors as a whole have the appropriate mix of characteristics, business experience, background and tenure.

The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the relevance of the current expertise of the Board, shareholderstockholder communications, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. In connection with this evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Committee selects the director nominees for the next annual meeting of shareholders.stockholders. The Committee recommended the nomination of two of the incumbent directors whose terms are expiring at the Annual Meeting for re-electionreelection to the Board of Directors.  

Annual Performance Evaluations

The Board has a policy requiring an annual evaluation of the performance of the Board and the committees thereof, including individual assessments of each director’s performance and qualifications. The Board engages third-party evaluators to oversee the individual director assessments from time to time at the discretion of the Corporate Governance and Nominating Committee.

Stockholder or Other Interested Party Communications

Stockholders or other parties interested in communicating directly with the Board, or specified individual directors, may do so by writing to the Corporate Secretary, 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703. The Secretary will review all such correspondence and will regularly forward to the Board copies of all such correspondence that, in the opinion of the Secretary, relates to the functions of the Board or its committees or that the Secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of such correspondence. Concerns relating to accounting, internal controls or auditing matters will immediately be brought to the attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Stock Ownership Guidelines

We have adopted stock ownership guidelines for our directors to help ensure that they each maintain an equity stake in the Company and, by doing so, appropriately link their interests with those of stockholders.  The guideline for non-employee directors is for each director to hold 10,000 shares of BioCryst stock.  Non-employee directors are expected to achieve this ownership level within three years of joining the Board.

Director Attendance

During 2019,2020, the Board held sixfive meetings. Each member of the Board attended at least 75% of the meetings of the Board and committees of the Board of which he or she is a member. We encourage all members of the Board to attend the Annual Meetingour annual meetings of Stockholders.stockholders. Our President and Chief Executive Officer, Jon P. Stonehouse, Mr.Messrs. Ingram, Lee, and Mr. AbercrombieLevin, and Ms. Heggie were each in attendance at the 20192020 Annual Meeting of Stockholders.

Certain Relationships and Related Transactions

Since January 1, 2019,2020, other than as set forth below, there were no relationships or related transactions requiring disclosure between the Company and any of its directors, executive officers or five percent stockholders. The Audit Committee Charter requires all related party transactions to be pre-approved by the Audit Committee.

On June 1, 2020, we issued pre-funded warrants to purchase 3,511,111 shares of our Common Stock to entities affiliated with Baker Bros. Advisors LP in an SEC registered public offering at the public offering price of $4.49 per warrant. The pre-funded warrants are exercisable in accordance with the terms in the warrant agreement and have an exercise price of $0.01 per share, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company's Common Stock and also upon any distributions of assets to the Company's stockholders. In the event of certain corporate transactions, the holders of the pre-funded warrants will be entitled to receive, upon exercise of the pre-funded warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediately prior to such transaction. The pre-funded warrants do not contain voting rights or any of the other rights or privileges as a holder of the Company’s Common Stock. This transaction was approved by the Board.

Anti-Hedging Policy

Although weWe have not adopted a policy that prohibits employees (including officers) or directors, or any of their designees, to purchasefamily members, from engaging in any type of short sale or purchasing any financial instrumentsinstrument (including prepaid variable forward contracts, equity swaps, collars, and exchangeexchange-traded funds), or otherwise engageengaging in transactions,any transaction that, hedgein either case, hedges or offset,offsets, or areis designed to hedge or offset, any decrease in the market value of our equity securities, any suchsecurities. Such persons may engage in other derivative transactions would be requiredonly if it is determined, to comply with the termssatisfaction of our Insider Trading Policy, including pre-approval by our Insider Trading Compliance Officer (currently, our Senior Vice President, Chief Legal Officer and Corporate Secretary)., that such transactions are consistent with applicable rules, laws, and our Insider Trading Policy.

EXECUTIVE OFFICERS

Below you can findOur executive officers are listed below, followed by information, including biographical information, about our executive officers (other than Mr. Stonehouse and Dr. Thackray, whose biographical information appears above)above under “Election of Directors”).

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Anthony J. Doyle joined BioCryst in April 2020 as its Chief Financial Officer. Prior to joining BioCryst, Mr. Doyle served as Chief Financial Officer of Worldwide Clinical Trials Holdings, Inc., a full-service global contract research organization, since 2014. From 2012 to 2014, Mr. Doyle was Chief Financial Officer of World Book, a Berkshire Hathaway company. From 2004 to 2012, Mr. Doyle held a series of roles of increasing responsibility at General Electric, moving through financial planning and analysis, controller, audit, tax, and commercial finance rotations in the GE Financial Management and Corporate Audit Staff finance and leadership training programs. He then led risk and pricing for GE Healthcare’s U.S. diagnostic imaging business and served as global program manager for GE Healthcare Solutions, a hospital and healthcare outcomes-based consulting company. Mr. Doyle received his Bachelor’s degree from Dublin City University (Ireland) and his DESEM from Reims Management School (France). Mr. Doyle also has a Graduate Certificate in Corporate Treasury from Dublin City University.

Yarlagadda S. Babu, Ph.D.joined BioCryst in 1988 and was BioCryst’s first full-time employee. Dr. Babu has served as the Company’s Vice President — Drug Discovery since 1992. In October of 2013, Dr. Babu’s title was changed to Senior Vice President of Drug Discovery.Discovery, and in December 2020, Dr. Babu became our Chief Discovery Officer. Prior to joining BioCryst, he served five years on the biochemistry faculty at the University of Alabama at Birmingham (“UAB”). Dr. Babu obtained his Ph.D. from the Indian Institute of Science, Bangalore and spent three years in the Laboratory of Molecular Biophysics at the University of Oxford, U.K. before joining UAB. He has over 70 publications in peer-reviewed journals, and a number of issued and pending patents to his credit.

Alane P. Barnes joined BioCryst in September 2006 as its General Counsel. She was named Corporate Secretary in 2007, was named Vice President, General Counsel & Corporate Secretary in 2011, and was named Senior Vice President,has served as our Chief Legal Officer and Corporate Secretary insince 2018. She was named as an executive officer in 2013. Ms. Barnes is responsible for all legal affairs of the companyCompany including SEC compliance, corporate governance, IP strategy and management, licensing transactions, government contract negotiations and management and dispute resolution. She graduated magna cum laude from Cumberland School of Law in 1997 and is a member of Curia Honoris, scholar of merit. Ms. Barnes received her B.S. in Natural Science with a concentration in biology and chemistry from UAB. Prior to joining the Company, Ms. Barnes worked for the UAB Research Foundation where she managed intellectual property, negotiated license transactions and facilitated the emergence of new companies based on university technology. Prior to employment at the UAB Research Foundation, Ms. Barnes practiced corporate law with a prominent law firm in Birmingham, Alabama. Ms. Barnes is currently a Board member and the President of the Research Triangle Area Association of Corporate Counsel and regularly speaks at national conferences regarding the pharmaceutical business and at women’s success conferences. She is a 2010 graduate of MOMENTUM, an organization geared toward building leadership in women.

Charles K. Gayer joined BioCryst in August 2015 as its Vice President of Global Strategic Marketing and was promoted to Senior Vice President and Chief Commercial Officer in January 2020. Prior to joining BioCryst, Mr. Gayer held several U.S. and global commercial leadership roles in competitive rare disease categories at Talecris Biotherapeutics, Inc., a biopharmaceutical company that was acquired in 2011 by Grifols, S.A., a multinational pharmaceutical and chemical manufacturer. At Talecris, he led U.S. alpha-1 antitrypsin deficiency marketing and later European sales and marketing. At Grifols, he led the U.S. marketing team for the combined immune globulin portfolio of the two companies. Prior to joining Talecris, he spent six years at GlaxsoSmithKline in a range of professional marketing, consumer marketing and sales roles. Mr. Gayer began his career as a strategic consultant for biopharmaceutical companies and also spent three years as a business analyst at rare disease pioneer Genzyme Corporation. Mr. Gayer received his B.A. in Politics from Princeton University and his M.B.A. from the Fuqua School of Business at Duke University.

William P. Sheridan, MBBS,joined BioCryst in July 2008 as its Senior Vice President and Chief Medical Officer. Dr. Sheridan spent 15 years in drug development at Amgen Pharmaceuticals, Inc., most recently as Vice President of North American Medical Affairs from March 2007 to November 2007, prior to joining the Company. Dr. Sheridan organized and led Amgen’s U.S. Medical Affairs function, making significant contributions to the successful launch of many compounds, including Aranesp®, Enbrel®, Kineret®, Neulasta® and Sensipar®. In addition to his most recent position at Amgen, Dr. Sheridan served at the Vice President level in International Medical Affairs, from March 2005 to February 2007; Global Health Economics, from January 2004 to January 2005; and Outcomes Research, U.S. Medical Affairs and Product Development, from January 2002 to December 2003. Prior to joining Amgen, Dr. Sheridan practiced medicine at the Royal Melbourne Hospital in Victoria, Australia as Head of the Bone Marrow Transplant Service. He earned his MB BS degree (M.D. equivalent) at the University of Melbourne in Victoria. He is a board-certified fellow of the Royal Australasian College of Physicians, with a sub-specialty in hematology and medical oncology. After leaving Amgen in November 2007 and prior to joining the Company, Dr. Sheridan served as an independent consultant for pharmaceutical companies, including BioCryst.

Megan T. Sniecinski joined BioCryst in July 2019 as Senior Vice President and Chief Business Officer. Before joining BioCryst, Ms. Sniecinski served as Senior Vice President of Business Operations and Program Management at PTC Therapeutics, Inc., a global biopharmaceutical company, from 2017 to 2019, and as Vice President, Business Operations at PTC from 2014 to 2017. Prior to joining PTC, Ms. Sniecinski held various positions at Merck & Co., Inc., a global health care company, from 2002 to 2014, most recently as Chief of Staff to the President and Director of Business Development and Strategic Partnerships with Merck Vaccines. Ms. Sniecinski holds a B.S. in Chemical Engineering from the University of Virginia and an Executive M.B.A. from the Wharton School at the University of Pennsylvania.

COMPENSATION DISCUSSION AND ANALYSIS

Philosophy and Overview of Compensation

The Compensation Committee (referred to in this section as the Committee)“Committee”) of the Board of Directors has the responsibility for establishing, implementing and monitoring adherence with the Company’s compensation philosophy. Our goal is to provide a compensation package that attracts, motivatesincentivizes, and retains employees’ talentemployees and is designed to align employees’ interests with the Company’s corporate strategies and business objectives and the interests of the stockholders. We refer to the individuals who served as our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, during 2019,2020, along with our next three most highly compensated executive officers during 2020, as well as the other individualsour “Named Executive Officers.” The compensation of our Named Executive Officers is discussed in this Compensation Discussion and Analysis and included in the Summary Compensation Table, as our “NamedTable. Our Named Executive Officers” or “NEOs.” Those individuals are as follows:Officers for 2020 are:

Our executive compensation program is based on market best practices and is designed to ensure that it is appropriately risk-based and competitive with similar companies in our industry. The Committee’s primary objectives for our executive compensation program are as follows:

Role of the Compensation Committee and Executive Officers

The Committee has the authority to determine the Company’s compensation philosophy, assess overall corporate performance for the year end and its impact on the bonus pool, options pool and base salary adjustment pool, and to establish compensation for the Company’s executive officers. The Company does not conduct annual individual performance reviews; rather, compensation decisions for each individual employee, including the CEO and the other Named Executive Officers, have been determined by the Committee based on its assessment of the performance of the Company. Management recommended this approach as a mechanism to align the incentives of every employee with those of the Company’s shareholdersstockholders and to reinforce the highly focused corporate strategy of the Company. The CEO makes recommendations to the Committee with respect to employee compensation. Neither the CEO nor any other Named Executive Officer participates in the Committee’s final determination of compensation for officers or directors.  

Role of Compensation Consultants

It is the practice of the Company to use a compensation consultant to perform an annual competitive compensation analysis of the Company’s overall compensation practices. InSince 2015, the Committee has engaged Radford, which is part of the Rewards Solutions practice at Aon plc (“Radford”), as the Company’s compensation consultant to conduct the overall analysis of the Company’s compensation practices and those of comparable companies in the biotechnology industry.

Under the direction of the Committee, Radford annually conducts an analysis of overall compensation practices, including benchmark comparisons of base salary, annual incentive targets and stock option grant levels against a “peer group” of comparable companies discussed in more detail below. The results of this analysis are reviewed by the Committee in connection with its annual compensation decisions, including base salary determinations, annual incentive targets and long-term equity grant levels.

Peer Group and the Use of Market Data

While the Company does not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. In order to evaluate the level of compensation for our named executive officers for 2018,Named Executive Officers, the Committee, using information provided by Radford, establishedestablishes a peer group of publicly traded, national, and regional companies in the biopharmaceutical and biotechnology industries (the “Peer Group”) that generally:

Each Peer Group company participates in a Radford survey of executive total compensation for various corporate positions, which survey is widely used among biotechnology companies. Radford analyzes both survey data and compensation information reported in the public filings of the Peer Group companies for the comparative analysis and adjusts the data to reflect the age of the reported information. The 20182019 Peer Group, which the Committee approved in September 2019 and used when making determinations for our December 2018 long term equity incentive awards and 2019 base salary and AIP target adjustments, consisted of the following 24 peer companies, which had market capitalization ranging from approximately $300 million to $2.0 billion and under 300 employees: 

In September 2019, the Committee approved the 2019 Peer Group. The 2019 Peer Group, which the Committee used when making determinations for our December 2019 long term equity incentive awards, and 2020 base salary and AIPAnnual Incentive Plan (“AIP”) target adjustments, consisted of the following 23 peer companies, which had market capitalization ranging from approximately $100 million to $1.0 billion and under 300 employees:

In September 2020, the Committee approved the 2020 Peer Group. The 2020 Peer Group, which the Committee used when making determinations for our December 2020 long-term equity incentive awards and 2021 base salary and AIP target adjustments, consisted of the following 22 peer companies, which had market capitalization ranging from approximately $250 million to $2.5 billion and 50-400 employees, reflecting our growth from 2019:

Role of the 20192020 Advisory Vote on Executive Compensation

At our annual meeting in May 2019,2020, our stockholders approved our “say-on-pay” proposal with more than 96%95% of the votes cast (exclusive of abstentions and broker non-votes) approving our executive compensation policies as described in our 20192020 Proxy Statement filed with the SEC on April 17, 2019.March 31, 2020. The Committee believes that this vote reflected stockholder agreement with the Committee’s overall compensation philosophy and actions, and therefore, the Committee continued to apply similar principles in determining the amounts and types of executive compensation for fiscal 2019,2020, with specific compensation decisions to be made each year in consideration of these principles and the Company’s results and performance. In order to align employee incentives to shareholderstockholder interests, the performance of each employee, including that of the CEO and other Named Executive Officers, is evaluated based on the Committee’s assessment of the overall performance of the Company. The Committee will continue to consider the outcome of stockholder say-on-pay votes in making future executive compensation decisions.

Elements of Executive Compensation

The Company’s 20192020 compensation program for executive officers was primarily comprised of the following elements:

Base Salary

The Company provides our employees with base salary to compensate them for services rendered during the fiscal year. In determining the base salary amount for each Named Executive Officer, the Committee primarily considers:

The Company’s compensation practice is to generally target the competitive 50th percentile for base salary, annual incentive compensation and stock optionlong-term equity grants. Base salary levels for our Named Executive Officers may fluctuate from the 50th percentile based on each Named Executive Officer’s particular experience, performance and value to the Company. For example, high-performing, experienced Named Executive Officers may be paid at or above the 75th percentile, while newer Named Executive Officers may be paid at a lower percentile. Base salary amounts are typically reviewed annually as part of the Company’s performance review process as well as upon a promotion or other change in responsibility. To assist the Committee in determining appropriate base salary increases, the Company’s compensation consultant provided competitive base salary levels by analyzing the competitive data described in more detail above.

In setting 20192020 salaries, consistent with its philosophy for 20182019 salaries and given the small number of employees of the Company and the highly focused strategy of the Company, the Committee did not considerconduct individual performance reviews but instead continued to assessassessed all employees based primarily on overall corporate performance while also giving consideration to individual contributions to corporate performance. The Committee also considered the market competitiveness of the Company’s currentexecutive officer base salaries compared to the 20182019 Peer Group based on the analysis prepared by Radford. For base salary, this resulted in all employees other than the Named Executive Officers receiving an approximate 3% increase, with larger percentage increases for certain employees whose base salary was deemed by the Committee to be substantially below market compared to the 2018 Peer Group based on analysis prepared by Radford. Similarly, thisThis resulted in all of the Named Executive Officers (other than Mr. Stonehouse)Staab, who departed from the Company in February 2020; Mr. Doyle, who joined the Company in April 2020; and Ms. Sniecinski, who joined the Company in July 2019) receiving an approximate 3% increase in base salary. To continue the alignment of the interests ofOn November 7, 2019, Mr. Stonehouse with those ofStaab and the Company and its stockholders and to further enhance performance-based compensation forentered into a Separation Agreement in connection with Mr. Stonehouse,Staab’s departure from the Committee decided to leaveCompany. See “Employment Agreements of Other Named Executive Officers.” As a result, Mr. Stonehouse’s 2019Staab did not receive a 2020 base salary unchanged, while simultaneously increasing the target level of performance-based annual incentive compensation potentially available to Mr. Stonehouse under the annual incentive program (described below). Inincrease. Further, in consideration of herhis prior executive experience and the 20182019 Peer Group analysis prepared by Radford, effective upon herhis joining the Company in July 2019,April 2020, the Committee established a starting base salary for Ms. SniecinskiMr. Doyle of $450,000,$480,000, slightly exceeding the 75th percentile compared to the 20182019 Peer Group.Group, and approved a $50,000 signing bonus for Mr. Doyle. Ms. Sniecinski joined the Company in July 2019 and, as a result of her partial year service to the Company, received a 1% increase in base salary.

The results of the 20192020 base salary increases for the Named Executive Officers were as follows:

In setting 20202021 salaries, consistent with its philosophy for 20192020 salaries and given the small number of employees of the Company and the highly focused strategy of the Company, the Committee did not conduct individual performance reviews but instead continued to assess all employees based primarily on overall corporate performance while also giving consideration to individual contributions to corporate performance. The Committee also considered the market competitiveness of the Company’s current executive officer base salaries compared to the 20192020 Peer Group based on the analysis prepared by Radford. For base salary, this resulted in all employees other than the Named Executive Officers receiving an approximate 3% increase, with larger percentage increases for certain employees receiving promotions or whose significant contributions to Company performance were deemed by the Committee to merit a larger increase. Similarly, thisThis resulted in all of the Named Executive Officers (other than Mr. Staab)Staab, who departed from the Company in February 2020, and Mr. Doyle, who joined the Company in April 2020) receiving an approximate 3% increase in base salary. On November 7, 2019, Mr. Staab andDoyle joined the Company entered intoin April 2020 and, as a Separation Agreementresult of his partial year service to the Company, received a 2% increase in connection with Mr. Staab’s departure from the Company.base salary. See “Employment Agreements of Other Named Executive Officers.” As a result, Mr. Staab did not receive a 2020 base salary increase.

The results of the 20202021 base salary increases for the Named Executive Officers were as follows:

Annual Incentive Plan Compensation (AIP)

It is the Committee’s objective to have allthe entirety of each officer’s annual incentive program (“AIP”) compensation contingent upon the Company’s performance based on the achievement of pre-established corporate performance objectives. Annual incentive payments are made pursuant to the AIP. In determining the 20192020 AIP payouts for each of the named executive officers,Named Executive Officers, the Committee considered overall corporate performance against established corporate objectives for 2019,2020, individual contributions to corporate performance, and Peer Group market data provided by Radford.

The AIP provides for an incentive target and maximum (each expressed(expressed as a percentage of annual base salary) for all employees of the Company and is stratified by organization level of responsibility. For 2019,2020, the Committee conducted an overall evaluation of Company performance in light of Company performance objectives.

The target and maximum percentages for all employees, including each Named Executive Officer, were set based on the benchmark data described below. Based on performance, the actual payout can range from zero to any amount relative to the maximumtarget percentage of annual base salary and varies by level in the Company. The overall amount of the AIP pool each performance year is determined by the Committee and based on theirits assessment of Company performance against the current year corporate objectives multiplied by the sum of all participants at target performance. The AIP plan allows the Committee to use its discretion in setting the size of the AIP pool. The Committee may decide that the pool is as low as 0zero for a year of poor Company performance and may establish a pool that exceeds target for a year of exceptional Company performance. In addition, the Committee has discretion to establish a pool that exceeds the then-applicable maximum percentage of annual base salary if warranted by Company performance.

The AIP provides that if the employment of a participating employee is terminated as a result of death, retirement or permanent disability, the employee is eligible to receive a pro rata award based on his or her base salary on the date of separation during the plan year in which the employee was considered an active employee and the number of whole months actually worked. In all other circumstances, absent provisions to the contrary in an employment agreement, all awards are forfeited if an employee voluntarily or involuntarily terminates employment with the Company before the annual incentive awards are paid.  

The Committee annually reviews with Radford the Peer Group benchmark data for non-equity incentive compensation and considers other factors intended to align the AIP with the Committee’s pay-for-performance philosophy. In December 2018, to continue the alignment of the interests of Mr. Stonehouse with those of the Company and its stockholders and to further enhance performance-based compensation for Mr. Stonehouse, the Committee decided to increase Mr. Stonehouse’s target performance level from 55% to 75% of base salary beginning in 2019. The Committee maintained the existing targets and maximums for the other Named Executive Officers in the 20192020 plan year.year, with the exception of Mr. Staab, who departed from the Company in February 2020 and was not eligible to receive an award under the AIP for 2020. The 20192020 AIP targets for the Named Executive Officers were as follows:

At the time these targets were set, the Committee believed that payout at the target performance level was challenging but achievable and that payout above target represented a “stretch” performance goal, but was nevertheless achievable. In order to further tie individual compensation to Company performance, payout to individuals under the AIP areis based on Company performance and awards under the planAIP are typically settled in cash. All awards are reviewed and approved by the Committee.

The pre-established corporate objectives established for 20192020 Company performance were: