SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x☒                             Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

CYMABAY THERAPEUTICS, 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)

CYMABAY THERAPEUTICS, INC.

79997575 Gateway Blvd., Suite 130110

Newark, CA 94560

(510)293-8800

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 2, 201612, 2019

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of CymaBay Therapeutics, Inc., a Delaware corporation. The meeting will be held on Thursday,Wednesday, June 2, 2016,12, 2019, at 9:00 a.m. local time at the Pacific Research Center, 7677 Gateway Blvd., Conference Center 2^nd Floor, Apex Room, Newark, CA 94560 for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 15, 2016.16, 2019. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Newark, California

April 21, 201626, 2019

TABLE OF CONTENTS

CYMABAY THERAPEUTICS, INC.

79997575 Gateway Blvd., Suite 130110

Newark, CA 94560

(510)293-8800

PROXY STATEMENT

FOR THE 20162019 ANNUAL MEETING OF STOCKHOLDERS

June  2, 201612, 2019

QUESTIONS AND ANSWERSGENERAL INFORMATION ABOUT THESETHE PROXY MATERIALSPROCESS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of CymaBay Therapeutics, Inc. (“CymaBay” or “us”) is soliciting your proxy to vote at the 20162019 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 21, 2016,26, 2019, to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after May 1, 2016.7, 2019.

How do I attend the Annual Meeting?

The meetingAnnual Meeting will be held on Thursday,Wednesday, June 2, 2016,12, 2019, at 9:00 a.m. local time at the Pacific Research Center, 7677 Gateway Blvd., Conference Center 2nd Floor, Apex Room, Newark, CA 94560. Directions to the Annual Meeting may be found at the end of this proxy statement or online at www.pacificresearchcenter.com. under “Location.” Information on how to vote in person at the Annual Meeting is discussed below.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 15, 2016,16, 2019, will be entitled to vote at the Annual Meeting. On this record date, there were 23,447,00368,694,043 shares of common stock outstanding and entitled to vote.

Stockholders of Record: Shares Registered in Your Name

If on April 15, 2016,16, 2019, your shares were registered directly in your name with CymaBay’s transfer agent, American Stock Transfer & Trust Company, LLC then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return a proxy card (if you have requested one and have received one)it), or vote by proxy over the telephone or on the internet as instructed in the Notice or below, to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or BankOther Similar Organization

If on April 15, 2016,16, 2019, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to

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be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are twofour matters scheduled for a vote:

What if another matter is properly brought before the meeting?

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

How do I vote?

You may either vote “For” all the nominees to the Board, “Withhold” your vote for all nominees to the Board, or you may “Withhold” your vote for all nominees “Except” for any nominee you specify. For each of the other matters to be voted on,Proposals 2 and 3, you may vote “For” or “Against” or abstain from voting. For Proposal 4, you may vote your preferred frequency of the advisory votes to approve our executive officer compensation by voting “1 Year”, “2 Years,” “3 Years” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or BankOther Similar Organization

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from CymaBay. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote in person at the

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Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

How many votes do I have?

On each matter to be voted upon you have one vote for each share of common stock you own as of April 15, 2016.16, 2019.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (“NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees that are subject to NYSE rules can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine”“non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine”“non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, for instance, matters whichthat may be considered by stockholders such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal 1, Proposal 3 or Proposal 4 without your instructions, but may vote your shares on Proposal 2.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, (a) “For” the election of all sevennine of the Board’s nominees for director, and(b) “For” the

ratification of selection by the Audit Committee of the Board of Ernst & Young LLP as the independent registered public accounting firm of CymaBay for its fiscal year ending December 31, 2016.2019, (c) “For” approval of the compensation of our named executive officers as disclosed in this proxy statement and (d) “1 Year” for the preferred frequency of the advisory vote to approve the compensation of our named executive officers. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

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

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Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or BankOther Similar Organization

If your shares are held by your broker, bank or bankother similar organization as a nominee or agent, you should follow the instructions provided by your broker or bank.

When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 22, 2016,28, 2019, to CymaBay’s Corporate Secretary at 79997575 Gateway Blvd., Suite 130,110, Newark, CA 94560;94560. If such proposal is submitted after December 28, 2019, it will be considered untimely;provided, however, that if our 20172020 annual meeting of stockholders is held before May 3, 2017,13, 2020, or after July 2, 2017,12, 2020, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 20172020 annual meeting of stockholders. If you wish to submit a proposal (including a director nomination) at the meeting that is not to be included in next year’s proxy materials, you must provide specified information in writing to our corporateCorporate Secretary at the address above no earlier than February 2, 2017,13, 2020, and no later than March 4, 2017,14, 2020, except that if our 20172020 annual meeting of stockholders is held before May 3, 2017,13, 2020, or after July 2, 2017,12, 2020, notice

by the stockholder to be timely may be received no earlier than the close of business on the one hundred twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the close of business on the tenth day following the day on which such public announcement of the date of such meeting is made. You are also advised to review our Bylaws,bylaws, which contain a description of the information required to be submitted as well as additional requirements about advance notice of stockholder proposals and director nominations.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count (a) for Proposal 1 to elect directors, votes “For,”“For” all nominees, “Withhold” all nominees, “Except” for any nominee you specify and brokernon-votes, and (b) with respect to ProposalProposals 2 and 3, votes “For,” “Against,” abstentions and if applicable, brokernon-votes and (c) with respect to Proposal 4, votes “1 Year,” “2 Years” or “3 Years,” abstentions and brokernon-votes.

Abstentions will be counted towards the vote total for ProposalProposals 2, 3 and 4, and will have the same effect as “Against” votes.votes for Proposals 2 and 3, and will not have any effect on Proposal 4. Brokernon-votes have no effect and will not be counted towards the vote total for any proposal.

What are “brokernon-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,“non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “brokernon-votes.”

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How many votes are needed to approve each proposal?

Your votes on Proposals 3 and 4 are advisory, which means that the results arenon-binding on us, our Board of Directors and its committees. Althoughnon-binding, our Board of Directors and its committees value the

opinions of our stockholders and will review and consider the voting results when making future decisions regarding the compensation of our named executive officers and the frequency of future stockholder advisory votes on the compensation of our named executive officers.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 23,447,00368,694,043 shares outstanding and entitled to vote. Thus, the holders of 11,723,50234,347,022 shares must be present in person or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and brokernon-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form8-K within four business days after the meeting, we intend to file a Form8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form8-K to publish the final results.

PROPOSALPROPOSAL 1

ELECTION OF DIRECTORSELECTION OF DIRECTORS

CymaBay’s Board of Directors consists of eightnine directors. There are sevennine nominees for director this year. Effective upon the consummation of the 2016 Annual Meeting, the authorized number of directors on our Board shall be seven members, and Dr. Hari Kumar, one of our current directors, will cease to be a director of CymaBay. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. It is CymaBay’s policy to encourage nominees for directors to attend its annual meeting.

Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the sevennine nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the sevennine nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by CymaBay. Each person nominated for election has agreed to serve if elected. CymaBay’s management has no reason to believe that any nominee will be unable to serve.

NOMINEESNOMINEES

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this proxy statement.

The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct CymaBay’s business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

Dr. Stein was nominated by the Nominating and Corporate Governance Committee and appointed to the Board effective April 2016, at the recommendation of Dr. Van Wart. Each of Mr. Truex and Mr. Weiland were nominated by the Nominating and Corporate Governance Committee and appointed to the Board effective April 2016, at the recommendation of Mr. von Emster.

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Harold E. Van Wart, Ph.D.Sujal Shah has served as CymaBay’sour President since April 2001 and Chief Executive Officer since November 2017. Prior to that he served as our Interim President and Chief Executive Officer from March 2017 to November 2017. From December 2013 to March 2017, Mr. Shah served as Chief Financial Officer. Prior to that he served as a

consultant and acting Chief Financial Officer for us from June 2012 to December 2013. From 2010 to 2012, Mr. Shah served as Director, Health Care Investment Banking for Citigroup Inc., where he was responsible for managing client relationships and executing strategic and financing related transactions for clients focused in life sciences. From 2004 to 2010 Mr. Shah was employed with Credit-Suisse, last serving in the capacity as Vice President, Health Care Investment Banking Group. Mr. Shah received a M.B.A. from Carnegie Mellon University—Tepper School of Business and M.S. and B.S. degrees in Biomedical Engineering from Northwestern University. Mr. Shah currently serves on the Executive Advisory Board of the Chemistry Life Processes Institute at Northwestern University. Because of his extensive experience executing strategic and financing transactions both as an advisor and as an operator in the biopharmaceutical industry, his foundational scientific training, and his intimate knowledge of our company, we believe he is able to make valuable contributions to the Board.

Robert F. Booth, Ph.D. has been a member of itsour Board since December 2016. Dr. Booth is the Founder and has been the President and Chief Executive Officer of Virobay, Inc., a biopharmaceutical company, since May 2010. He was previously the Executive Chairman of ViroBay, Inc. from July 2006 to May 2010, during which time he served concurrently as an Operating Partner and Senior Advisor at TPG Biotech. Dr. Booth is also the Executive Chairman andco-founder of Ab Initio Biotherapeutics and of CuraSen Therapeutics. Dr. Booth was appointed to the position of Adjunct Professor in the School of Medicine at Stanford University in 2016. From 2002 to 2006, Dr. Booth was the Chief Scientific Officer at Celera Genomics, where he was responsible for leading all discovery and development activities. Dr. Booth served on the board of directors since 2003. He served as Chief Operating Officerof Pharmacyclics until its acquisition by Abbvie. Dr. Booth was at Roche from December1989 to 2002, to January 2003in positions of increasing responsibility and was the Senior Vice President Research and Development from October 2000 to December 2002. From 1999 to 2000,Business Unit Leader for Roche in Palo Alto, California. Dr. Van WartBooth was vice president and therapy area head for arthritis and fibrotic diseases at Roche Biosciences, a biopharmaceutical company. From 1992 to 1999, he was vice president and directormember of the institute of biochemistry and cell biology at Syntex Corporation, a biopharmaceutical company acquired by Roche Biosciences in 1994. From 1978 to 1992, Dr. Van Wart served on the faculty of Florida State University. Dr. Van Wart holds a Ph.D. from Cornell UniversityGlobal Research Management Team and a B.A. from SUNY Binghamton.member of the Business Development Committee, which oversaw licensing opportunities for Roche. Dr. Van Wart has beenBooth currently serves as a member of the board of directors of Conatus Pharmaceuticals since 2007. He currently also serves onGlialogix, Inc., CuraSen Therapeutics, Ab Initio Biotherapeutics and Virobay, Inc., and in the Emerging Companies and Health Section Governing Boards of the Biotechnology Industry Organization (BIO), as well as on its board of directors, andlast five years served on the board of directors of Pharmacyclics, Inc. and executive committee at BayBio.CuraSen Therapeutics.Dr. Booth received a B.Sc. and a Ph.D. from the University of London in biochemistry. Because of his more than 25 years of experience in biopharmaceutical companies in Europe and the United States, as well as his extensive and valuable corporate governance and board oversight, we believe he is able to make valuable contributions to the Board.

Carl Goldfischer, M.D. has been a member of our Board since August 2003. Dr. Goldfischer was elected to the Board as a result of Bay City Capital’s investment in CymaBay and his in depth knowledge of the pharmaceutical industry. Dr. Goldfischer is an investment partner and managing director of Bay City Capital, a venture capital firm, serving as a member of the board of directors and executive committee, and has been with the firm since December 2000. His background includes extensive public and private investment and transaction work, as well as clinical trial development knowledge. Prior to joining Bay City Capital, Dr. Goldfischer was chief financial officer of ImClone Systems Inc. Previously, he was a research analyst with the Reliance Insurance Company, helping to establish its portfolio and presence in the health care investment community. Dr. Goldfischer is a member of the board of directors for BrainCellsEpizyme, Inc., Cydan Developmentand was previously a member of the board of directors of EnteroMedics, Inc., EnteroMedicsPoniard Pharmaceuticals, Inc. and Epizyme,MAP Pharmaceuticals, Inc. Dr. Goldfischer received a M.D. with honors in scientific research from Albert Einstein College of Medicine and a B.A. from Sarah Lawrence College. Because of his more than 25 years of experience in the biopharmaceutical industry as an investor, his financial expertise as a former chief financial officer, and his extensive corporate governance and board oversight, we believe he is able to make valuable contributions to the Board.

Caroline Loewy has been a member of our Board since December 2016. Ms. Lowey is a biopharmaceutical and financial executive with over 25 years of experience in the field. She is a consultant providing strategic advisory services for biopharmaceutical companies. Ms. Loewy has been a board member of PhaseBio Pharmaceuticals, Inc. and Aptose Biosciences Inc. since 2018. She was aCo-Founder and served as the Chief Business Officer and Chief Financial Officer of Achieve Life Sciences, a biopharmaceutical company (acquired by OncoGenex Pharmaceuticals, Inc. in 2017), from 2015 to 2017. Ms. Loewy has previously held the position

of Chief Financial Officer of both public and private biopharmaceutical companies including Tobira Therapeutics (acquired by Allergan Inc. in 2016) from 2012 to 2014, Corcept Therapeutics from 2008 to 2011, and Poniard Pharmaceuticals from 2006 to 2008. Prior to her roles in company management, Ms. Loewy spent 11 years as a senior biotechnology equity research analyst at Morgan Stanley and Prudential Securities. Ms. Loewy has leveraged her experience in the medical arena and financial expertise to benefit those affected by rare disease. She is a founding board member of the Global Genes Project, one of the leading rare disease patient advocacy organizations in the world, and is a member of the National Advisory Council of the Translational Genomics Research Institute (TGen) Center for Rare Childhood Disorders. Ms. Loewy is also a founding board member of the KCNQ2 Cure Alliance, promoting education and research into the rare disorder affecting her son. Ms. Loewy holds a B.A. from the University of California, Berkeley, and a MBA/MS from Carnegie Mellon University. Because of her more than 25 years of experience in the biopharmaceutical industry and financial expertise as a chief financial officer, as well as her extensive and valuable experience in providing strategic advisory services, we believe she is able to make valuable contributions to the Board.

Evan A. Stein, M.D., Ph.D. has been a member of our Board since April 2016. Dr. Stein was elected to the Board because of his extensive and significant experience in clinical research and the pharmaceutical industry. Dr. Stein is currently the Chief Executive Officer and Chief Medical Officer of LIB Therapeutics, a biopharmaceutical company. Dr. Stein was on the full-time faculty at the University of Cincinnati, Ohio, from 1977 to 1998 as tenured Professor of Pathology and Laboratory, and remained on faculty as Voluntary Professor until August 2015. In 1988, he founded Medical Research Laboratories, which was acquired in 2002 by Pharmaceutical Product Development, LLC. Dr. Stein also founded the Metabolic and Atherosclerosis Research Center in 1988, which was merged into Medpace, Inc. in 2008, where he served as Chief Scientific Officer and director until December 2012 and where he continues to serve as Director Emeritus. Dr. Stein was a member of the board of directors of Xenon Pharmaceuticals Inc. from 2006 to 2015. Dr Stein has had a number of appointments to the National Institutes of Health since 1986, including the General Clinical Research Centers Advisory Committee, NCEP Lipid Standardization Committee, Data and Safety Advisory Board of the NHLBI Program on Genetics in Hypertension from 1999 to 2003. From 2006 to 2010, he served on the FDA Clinical Chemistry and Clinical Toxicology Advisory Panel. He has received a number of NIH grants including as Principal Investigator of central laboratory for the Women’s Health Initiative (WHI) trial. Dr. Stein received his M.D. and Ph.D.,Ph.D, from the University of Witwatersrand in Johannesburg, South Africa. Because of his more than 25 years of experience in the biopharmaceutical industry as a research executive, his clinical and laboratory expertise as a tenured professor in academia, and his extensive involvement with national research institutions, we believe he is able to make valuable contributions to the Board.

Paul F. Truex has been a member of our Board since April 2016. Mr. Truex was elected to the Board because of his deep knowledge of, and experience in, the pharmaceutical industry. Mr. Truex has served as Director and Chief Executive OfficerChairman of Anthera Pharmaceuticals, Inc., or Anthera, a biopharmaceutical company, since December 2016. Mr. Truex was a founder of Anthera where he served as Director and Chief Executive Officer from September 2004.2004 to December 2016. Prior to founding Anthera, Mr. Truex was aco-founder and served as a founder, Director, President and Chief Executive Officer of Peninsula Pharmaceuticals, Inc., or Peninsula, from the commencement of its operations in October 2001 until December 2005 after which Peninsula was acquired in a series of transactions by Johnson and Johnson and Forest Laboratories. Prior to Peninsula, Pharmaceuticals, Mr. Truex was Vice President of Commercial Development for Versicor, Inc. (acquired by Pfizer) from April 2000 to September 2001. From July 1997 to April 2000, Mr. Truex worked at Eli Lilly and Company where he served in various marketing and sales roles. Mr. Truex obtained his M.B.A. in marketing and finance from Indiana University and a B.A. in economicsEconomics from the University of Waterloo. Mr. Truex is also the Chairman and a director of Milestone Pharmaceuticals, Inc., or Milestone, and was the Chairman of Milestone from 2002 to 2016. Mr. Truex previously served as a director of Trius Therapeutics, Inc. from June 2008 until September 2013. Because of his more than 25 years of experience in biopharmaceutical and pharmaceutical companies as an executive, as well as his extensive corporate governance and board oversight, we believe he is able to make valuable contributions to the Board.

Kurt von Emster, CFA has been a member of our Board since April 2009. Mr. von Emster was elected to the Board because of his in depth knowledge of the pharmaceutical industry where he has been an institutional biotechnology and health care analyst and portfolio manager for 26 years. Mr. von Emster has been a Partner at Abingworth LLCLLP, a venture capital firm, since January 2015 and as Managing Partner since July 2015. Prior to joining Abingworth, Mr. von Emster was aco-founder and Partner of venBio LLC, a venture capital firm, from May 2009 until January 2015. In 2001, Mr. von Emster became a General Partner at MPM Capital, a leading biotechnology private equity firm, and launched the MPM BioEquities Fund, a cross over public and private biotechnology hedge fund. He was the portfolio manager of this fund from inception in 2001 until his departure in 2009. Mr. von Emster’s investment career started in 1989 at Franklin Templeton Investments where he founded and managed several health and biotechnology funds in the 1990s, each achieving a 5-star Morningstar ranking.1990s. He is a member of the board of directors of CRISPR Therapeutics, Inc. (private), Kesios Therapeutics, Ltd (private), and is Chairman of SutroVax, Inc. (private). He is a former member of the board of Aurinia Pharmaceuticals, Inc., Kesios Therapeutics, Ltd., Cytos Biotechnology, Ltd. (merged with Kuros Biosurgery Holding AG), Facet Biotech Corporation (sold to Abbott Laboratories in 2010) and Somaxon Pharmaceuticals, Inc. (sold to Pernix Therapeutics Holdings, Inc. in 2013), and a former board observer of Acceleron Pharma Inc. Mr. von Emster holds a B.S. in Business and Economics from the University of California, Santa Barbara. Because of his more than 25 years of experience in the biopharmaceutical industry as a portfolio manager and investor, as well as his extensive corporate governance and board oversight, we believe he is able to make valuable contributions to the Board.

Robert J. Weilandhas been a member of our Board since April 2016. Mr. Weiland was elected to the Board because of his extensive experience as an executive and general manager in pharmaceutical and biotechnology companies with large market capitalizations.companies. Mr. Weiland hasis a biopharmaceutical consultant and served as Senior Vice President, Strategic Alliances of Pacira Pharmaceuticals, Inc., a pharmaceutical company, from December 2017 to January 2019, and as Chief Commercial Officer of Pacira Pharmaceuticals, Inc. sincefrom April 2016.2016 to December 2017. Mr. Weiland served in a variety of senior executive roles for Baxter International Inc., or Baxter, a healthcare company, from 2009 to 2016, and was most recentlyincluding Vice President – Strategy, where he led the redevelopment of Baxter’s worldwideglobalgo-to-market commercial strategy including implementing Baxter’s continuous improvement platform.and Vice President, Corporate Development where he headed the corporation’s mergers and acquisition activities. Prior to joining Baxter, from December 2005 to May 2008 Mr. Weiland was Vice President of Operations and Strategic Analytics for Takeda Pharmaceuticals U.S.A., Inc. From 2004 until 2006,December 2005, Mr. Weiland headed the clinical, commercial and operational activities for the surgery business unit of The Medicines Company as its Vice-President and General Manager. Prior to The Medicines Company, Mr. Weiland served for more than 14 years in a variety of senior domestic and international positions at Abbott Laboratories, including Marketing, General Management and Business Development. Mr. Weiland earned a B.S. from DeSales University, Center Valley, Pennsylvania and a M.B.A. in Finance and Marketing from The Wharton School at the University of Pennsylvania. Because of his more than 25 years of experience in biopharmaceutical industry, as well as his extensive commercial, operational and business management experience in both small and large capitalization companies, we believe he is able to make valuable contributions to the Board.

Robert J. Wills, Ph.D. has been a member of our Board since March 2015 and Chairman since October 2015. Dr. Wills was elected to the Board because of his extensive and significant experience over more than 35 years in the pharmaceutical industry, including preclinical and clinical research and development, business development and strategic partnering. Dr. Wills served in a variety of executive roles for Johnson & Johnson, or J&J, a medical devices, pharmaceutical and consumer goods manufacturing company, from December 1989 to February 2015 and recently served as Vice President, Alliance Manager where he was responsible for managing strategic alliances for J&J’s Pharmaceutical Group worldwide since 2002. Prior to this, Dr. Wills spent 22 years in pharmaceutical drug development, 12 of which were at J&J and 10 of which were atHoffmann-La Roche Inc. Before assuming his role as Alliance Manager at J&J, Dr. Wills served as Senior Vice President Global Development at J&J where he was responsible for its late stage development pipeline and was a member of several internal commercial and research and development operating boards. Dr. Wills is a member of the Board of GTx, Inc., where he serves as Executive Chairman and Chair of the Scientific and Development Committee. He is also a member of the Board for Parion Sciences, Inc. Dr. Wills holds a B.S. in Biochemistry and a M.S. in Pharmaceutics from the University of Wisconsin and a Ph.D. in Pharmaceutics from the University of Texas.

Because of his more than 35 years of experience in the pharmaceutical industry as an executive focused on research and development, business development and strategic partnering, as well as his corporate governance and board oversight experience, we believe he is able to make valuable contributions to the Board.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCEINDEPENDENCE OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS

As required under the NASDAQNasdaq Stock Market (“NASDAQ”Nasdaq”) listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. The Board consults with CymaBay’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of NASDAQ,Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and CymaBay, its senior management and its independent auditors,registered public accounting firm, the Board has affirmatively determined that the following sixeight directors are independent directors within the meaning of the applicable NASDAQNasdaq listing standards: Dr. Booth, Dr. Goldfischer, Ms. Loewy, Dr. Stein, Mr. Truex, Mr. von Emster, Mr. Weiland and Dr. Wills. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with CymaBay. Mr. Shah is not independent as he serves as an officer of CymaBay.

BOARD LEADERSHIP STRUCTUREDIVERSITY IN BOARD MEMBERSHIP

CymaBay seeks to achieve an appropriate level of diversity in the membership of its Board of Directors and to assemble a broad range of skills, expertise and knowledge to benefit its business. The Nominating and Corporate Governance Committee and the full Board of Directors annually assess the composition of the Board of Directors, considering diversity across many dimensions, including industry experience, functional areas and skills (e.g., technology and finance), gender, geographic scope, public and private company experience, and director experience in the context of an assessment of the current and expected needs of the Board. The Nominating and Corporate Governance Committee reviews director candidates based on the Board’s needs as identified through this assessment and other factors and considers, among other things, independence, character, gender, demonstrated leadership, skills, including financial expertise, and experience in the context of the needs of the Board. Although the Board does not have a formal policy regarding board diversity, the Board believes that having such diversity among its members enhances the Board’s ability to make fully informed, comprehensive decisions.

BOARD LEADERSHIP STRUCTURE

The Board of Directors of CymaBay has an independent chair,Chairman, Dr. Wills, who, as Chairman has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board ChairChairman has substantial ability to shape the work of the Board. CymaBay believes that separation of the positions of Chairman of the Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of CymaBay. In addition, CymaBay believes that having an independent Board ChairChairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of CymaBay and its stockholders. As a result, CymaBay believes that having an independent Board ChairChairman can enhance the effectiveness of the Board as a whole.

ROLEROLE OF THE BOARD THE BOARD IN RISK OVERSIGHT RISK OVERSIGHT

The Board has an active role, as a whole and also at the committee level, in overseeing management of CymaBay’s risks. The Board regularly reviews information regarding CymaBay’s credit, liquidity and operations, as well as the risks associated with each. The Audit Committee’s charter mandates the Audit Committee to review and discuss with management, and CymaBay’s independent registered public accounting

firm, as appropriate, CymaBay’s major financial risk exposures and the steps taken by management to monitor and control these exposures. The Compensation Committee is responsible for overseeing the management of risks relating to CymaBay’s executive compensation plans and arrangements. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

MEETINGSMEETINGS OF THE BOARD THE BOARD OF DIRECTORS DIRECTORS

The Board of Directors met sixfive times during the last fiscal year.2018. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during 2018. Four directors attended the portion of the last fiscal year for which he was a director or committee member. One director who was a member of the Board at the time of the 20152018 annual meeting, of stockholders attended the meetingeither in person.

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INFORMATION REGARDING COMMITTEESINFORMATION REGARDING COMMITTEES OFTHE BOARD BOARD OF DIRECTORS DIRECTORS

The Board has three committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership for fiscal year 2015 and early 2016 as well as meeting information for fiscal 20152018 for each of the Board committees:

Below is a description of each committee of the Board of Directors.

Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of each committee meets the applicable NASDAQNasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to CymaBay.

Audit Committee

The Audit Committee of the Board of Directors was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to oversee CymaBay’s corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance of and assesses the qualifications of the independent auditors;registered public accounting firm; determines and approves the engagement of the independent auditors;registered public accounting firm; determines whether to retain or terminate the existing independent auditorsregistered public accounting firm or to appoint and engage new independent auditors;registered

public accounting firm; reviews and approves the retention of the independent auditorsregistered public accounting firm to perform any proposed permissiblenon-audit services; monitors the rotation of partners of the independent auditorsregistered public accounting firm on CymaBay’s audit engagement team as required by law; review and approves or rejects transactions between CymaBay and any related persons; confers with management and the independent auditorsregistered public accounting firm regarding the

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effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by CymaBay regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meets to review CymaBay’s annual audited financial statements and quarterly financial statements with management and the independent auditor,registered public accounting firm, including a review of CymaBay’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Audit Committee is composed of four directors: Dr. Goldfischer (Chair), Ms. Loewy, Mr. von Emster and Mr. Weiland and until the commencement of our Annual Meeting, Dr. Kumar.Weiland. The Audit Committee met fourfive times during the fiscal year.2018. The Board has adopted a written Audit Committee charter that is available to stockholders on CymaBay’s website athttp:https://ir.cymabay.com/governance-docs.

The Board of Directors reviews the NASDAQNasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of CymaBay’s Audit Committee are, and during 2018 were, independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the NASDAQNasdaq listing standard). The Board has also determined that Dr. Goldfischer qualifies as an “audit committee“Audit Committee financial expert,” as defined in applicable rules and regulations promulgated by the SEC, and satisfies the financial sophistication requirements of the NASDAQNasdaq listing standards. For Dr. Goldfischer, the Board made a qualitative assessment of his individual levels of knowledge and experience, based on a number of factors, including his respective formal education and the fact that Dr. Goldfischer was formerly a chief financing officer for a public company.

Report of the Audit Committee of the Board of Directors¹

Management is responsible for CymaBay’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of CymaBay’s consolidated financial statements in accordance with generally accepted auditingthe standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In this context, in 2019, the Audit Committee hasmet, reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2015,2018 and the audited internal controls over financial reporting as of December 31, 2018, with management and Ernst & Young LLP. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16,1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB Ethics and Independence Rule 3526,Communication with Audit CommitteesConcerning Independenceregarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence.

Based on its discussions with management and the independent registered public accounting firm, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in CymaBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Dr. Carl Goldfischer

Dr. Hari Kumar

Mr. Kurt von Emster

Based on its discussions with management and the independent registered public accounting firm, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in CymaBay’s Annual Report on Form10-K for the fiscal year ended December 31, 2018.

11Carl Goldfischer, M.D.

Kurt von Emster

Robert J. Weiland

Compensation Committee

The Compensation Committee is composed of threefour directors: Mr. Truex (Chair), Dr. Wills,Booth, Dr. Goldfischer and Mr. Truex.Dr. Wills. All members of CymaBay’sCymaBay���s Compensation Committee are, (and Dr. Lange and Dr. Penhoetduring 2018 were, while serving on the Compensation Committee) independent as independence is currently defined in Rule 5605(a)(2) of the NASDAQNasdaq listing standards. The Compensation Committee met oncethree times during 2015.2018. The Board has adopted a written Compensation Committee charter that is available to stockholders on CymaBay’s website athttp:https://ir.cymabay.com/governance-docs.

The Compensation Committee of the Board of Directors acts on behalf of the Board to review, recommend for adoption and oversee CymaBay’s compensation strategy, policies, plans and programs, including:

Compensation Committee Processes and Procedure

CymaBay expects that the Compensation Committee will meet at least two times annualannually and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the CEO. Chief Executive Officer.The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of CymaBay. In addition, under the charter, the Compensation Committee has the authority (a) to obtain, at the expense of CymaBay, advice and assistance from internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties.duties, and (b) to delegate authority to subcommittees as it deems appropriate. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee,Compensation Committee, other thanin-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and NASDAQ,Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

During 20152018 the Compensation Committee engaged Radford Consulting, a business unit of Aon plc, or Radford,Marsh & McLennan Agency (“MMA”), an independent compensation consultant, after taking into consideration the six factors prescribed by the SEC and NASDAQ. Radford Nasdaq. MMA

is an independent compensation consultant that serves as a compensation resource available to the Compensation Committee on an hourly or negotiated fixed fee basis. As part of its engagement, RadfordMMA was requested by the Compensation Committee Chairman to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Using this information, RadfordMMA was also asked to develop executive and director compensation recommendations for us including equity award guidelines for newly hired employees and newly appointed directors as well as annual equity award guidelines for existing employees and directors. Radford ultimatelyMMA also developed compensation recommendations for CymaBay’s executive managementthe Compensation Committee that were presented to the Compensation CommitteeBoard of Directors for its consideration

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying, reviewing and evaluating candidates to serve as directors of CymaBay (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, selecting candidates for election to the Board of Directors, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of management and the Board, and developing a set of corporate governance principles for CymaBay.

The Nominating and Corporate Governance Committee is composed of fivethree directors: Mr. von Emster (Chair), Dr. Stein and Mr. Truex and, until the commencement of our Annual Meeting, Dr. Kumar and Dr. Wills.Truex. All members of the Nominating and Corporate Governance Committee are, and during 2018 were, independent as independence is currently defined in Rule 5605(a)(2) of the NASDAQNasdaq listing standards. The Nominating and Corporate Governance Committee met once during 2015.2018. The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on CymaBay’s website athttp:https://ir.cymabay.com/governance-docs.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of CymaBay, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of CymaBay’s stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of CymaBay and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity age, skills and such other factors as it deems appropriate, given the current needs of thedescribed under “Diversity in Board and CymaBay, to maintain a balance of knowledge, experience and capability.Membership” above. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to CymaBay during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NASDAQNasdaq purposes, which determination is based upon applicable NASDAQNasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in

which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 79997575 Gateway Blvd., Suite 130,110, Newark, CA 94560 by January 1 of the year in which such director is to be elected. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete

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biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of CymaBay’s stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORSSTOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

CymaBay has adopted a formal communication policy whichthat provides that stockholders wishing to communicate with the Board of Directors or an individual director regarding any matter, other than concerns or complaints about CymaBay’s accounting, internal controls or auditing matters, may send a written communication addressed as follows: Chief Financial Officer,Corporate Secretary, CymaBay Therapeutics, Inc., 79997575 Gateway Blvd., Suite 130,110, Newark, CA 94560. Communications also may be sent bye-mail to the following address shareholders@cymabay.com. Any concerns or complaints about CymaBay’s accounting, internal controls or auditing matters should be submitted in compliance with CymaBay’s Open Door Policy for Reporting Complaints Regarding Accounting and Auditing Matters. CymaBay’s Chief Financial OfficerCorporate Secretary will review each communication. The Chief Financial OfficerCorporate Secretary will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication is unduly frivolous, hostile, threatening or similarly inappropriate, in which case, the Chief Financial OfficerCorporate Secretary will discard the communication. A copy of CymaBay’s stockholder communication policy is posted at CymaBay’s website athttp:https://ir.cymabay.com/governance-docs.

CODECODE OF BUSINESS CONDUCT BUSINESS CONDUCT AND ETHICS ETHICS

CymaBay has adopted the CymaBay Code of Business Conduct and Ethics that applies to all officers, directors and employees. The Code of Business Conduct and Ethics is available on CymaBay’s website athttp:https://ir.cymabay.com/governance-docs. If CymaBay makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code to any executive officer or director, CymaBay will promptly disclose the nature of the amendment or waiver on its website.

POLICY AGAINST HEDGING TRANSACTIONS

CymaBay believes that speculative and short-term trading of its securities is not appropriate for its employees or directors and thus provides, in its insider trading policy, that no employee, director or covered consultant may engage in short sales, transactions in put or call options or other derivative securities based on CymaBay securities, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to CymaBay equity at any time.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee is currently or has been at any time one of our officers or employees, nor has served as a member of the board of directors or compensation committee of any entity that has one or more officers serving as a member of our Board of Directors or Compensation Committee. None of our officers currently serve, nor have served during the last completed fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more officers serving as a member of our Board of Directors or Compensation Committee.

DIRECTOR COMPENSATION

The following table shows for the fiscal year ended December 31, 2018, certain information with respect to the compensation of each person serving as anon-employee director of CymaBay:

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At December 31, 2018, the followingnon-employee directors held options and incentive awards to purchase the following number of shares:

PROPOSALNON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Non-Employee Director Compensation Policy as in Effect in 2018

OurNon-Employee Director Compensation Program in effect in 2018 was intended to compensate ournon-employee directors with a combination of cash and equity. Eachnon-employee director received an annual base cash retainer of $35,000 for such service. The chairman of our Board received an additional annual base cash retainer of $20,000 for this service. In addition, we compensated the members of our Board for service on our committees as follows:

The equity portion of the program was as follows: concurrently with the grants under our annual grant program for employees, eachnon-employee director received an annual equity award valued at approximately $100,000 subject to monthly vesting over 12 months.

Non-Employee Director Compensation Policy as in Effect in 2019

OurNon-Employee Director Compensation Program is intended to compensate ournon-employee directors with a combination of cash and equity. Eachnon-employee director will receive an annual base cash retainer of $40,000 for such service. The chairperson of our Board of Directors (provided he or she is not an employee) will receive an additional annual base cash retainer of $30,000 for this service. In addition, we intend to compensate the members of our Board of Directors for service on our committees as follows:

Cash payments described above are paid quarterly.

Further, concurrently with the grants under our annual grant program for employees, eachnon-employee director is expected to be granted an annual equity award valued at approximately $150,000. If a new board member joins our Board of Directors, the director is expected to be granted an initial equity award valued at approximately $300,000. Annual equity awards and equity awards to new Board members will be subject to vesting as determined by our Board of Directors or the Compensation Committee on the date of grant, generally vesting over 12 months for annual grants, and vesting over 36 months for initial grants.

PROPOSAL 2

RATIFICATIONRATIFICATION OF SELECTION SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Ernst & Young LLP as CymaBay’s independent registered public accounting firm for the fiscal year ending December 31, 2016,2018, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited CymaBay’s financial statements since 1992.1994. They are expected to attend the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither CymaBay’s Bylawsbylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as CymaBay’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditorsregistered public accounting firm at any time during the year if they determine that such a change would be in the best interests of CymaBay and its stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of Ernst & Young LLP.

PRINCIPAL ACCOUNTANT FEESPRINCIPAL ACCOUNTANT FEES AND SERVICES SERVICES

The following table represents aggregate fees billed to CymaBay for the fiscal years ended December 31, 2015,2018 and December 31, 2014,2017, by Ernst & Young LLP, CymaBay’s principal accountant.

During the fiscal year ended December 31, 2015, none of the total hours expended on CymaBay’s financial audit by Ernst & Young LLP were provided by persons other than Ernst & Young LLP full-time permanent employees.

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PRE-APPROVAL POLICIESPRE-APPROVAL POLICIES AND PROCEDURES. PROCEDURES.

The Audit Committee has adopted a policy and procedures for thepre-approval of audit andnon-audit services rendered by CymaBay’s independent registered public accounting firm, Ernst & Young LLP. The policy generally pre-approves specifiedrequirespre-approval of services in the defined categories of audit services, audit-related services and tax services up to specified amounts.Pre-approval may also be given as part of the Audit Committee’s approval of

the scope of the engagement of the independent auditorregistered public accounting firm or on an individual, explicit,case-by-case basis before the independent auditorregistered public accounting firm is engaged to provide each service. Thepre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by Ernst & Young LLP is compatible with maintaining the principal accountant’sindependent registered public accounting firm’s independence.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.

THE BOARD OF DIRECTORS RECOMMENDSPROPOSAL 3

A VOTE IN FAVOR OF PROPOSAL 2.ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

We are asking stockholders to indicate their support for our named executive officer compensation, as described in this proxy statement. This proposal, commonly known as a“say-on-pay” proposal, gives our stockholders the opportunity to express their view on compensation for our named executive officers. Thesay-on-pay vote is advisory and, therefore, not binding on us. Our Board of Directors and Compensation Committee value the opinions of our stockholders and will review and consider the voting results when making future decisions regarding our compensation program for our named executive officers. Thesay-on-pay vote is required pursuant to Section 14A of the Exchange Act.

RATIONALE AND SCOPE OF PROPOSAL

As described below in the “Compensation Discussion and Analysis” section of this proxy statement, our Compensation Committee has structured the executive compensation program to achieve the following key objectives:

We urge stockholders to read the “Compensation Discussion and Analysis” beginning on page 31 of this proxy statement, which describes in more detail how our executive compensation program operates and is designed to achieve our compensation objectives. We also encourage stockholders to read the Summary Compensation Table and other related compensation tables and narratives, appearing on pages 42 through 45, which provide detailed information on the compensation of our named executive officers. Our Compensation Committee and our Board of Directors believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has supported and contributed to our recent success.

In accordance with SEC rules, and as a matter of good corporate governance, we ask stockholders to approve the following advisory resolution:

RESOLVED, that the stockholders of CymaBay Therapeutics, Inc. approve, on an advisory basis, the compensation of the company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narratives in the proxy statement for the company’s 2019 annual meeting of stockholders.

VOTING

This proposal isnon-binding on us and our Board of Directors. Marking the proxy card “For” indicates support; marking the proxy card “Against” indicates lack of support. You may abstain by marking the “Abstain” box on the proxy card.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.

EXECUTIVE OFFICERSPROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

We are asking our stockholders to vote on whether future advisory votes to approve named executive officer compensation of the nature reflected in Proposal 3 should occur every year, every two years or every three years. This vote on the frequency of future advisory votes to approve named executive officer compensation isnon-binding on our Board of Directors, and is required pursuant to Section 14A of the Exchange Act.

RATIONALE AND SCOPE OF PROPOSAL

The resolution by the stockholders on frequency is distinct from the resolution supporting our named executives’ compensation. This proposal deals with the issue of how often the resolution should be presented to our stockholders and, in this regard, we are soliciting your advice as to whether the resolution to approve named executive officer compensation should be presented in proxy statements prepared for the annual meeting of stockholders every year, or every two years or every three years. You may also abstain from making a choice.

After careful consideration, our Board of Directors recommends that futuresay-on-pay votes occur every year. We believe that this frequency is the best approach for our company and our stockholders for the following reasons:

RECOMMENDATION OF THE REGISTRANT BOARD

For the reasons stated above, our Board of Directors unanimously recommends that the stockholders choose an annual frequency for thenon-binding stockholder vote to approve named executive officer compensation. Note that stockholders are not voting to approve or disapprove the recommendation of our Board with respect to this proposal. Instead, each proxy card provides for four choices with respect to this proposal: a one, two or three year frequency or stockholders may abstain from voting on this proposal.

VOTING

This proposal isnon-binding on us and our Board of Directors. However, because our Board values the opinions that our stockholders express in their votes, our Board of Directors and Compensation Committee will review and consider the voting results when making future decisions regarding how frequently an advisory vote to approve named executive officer compensation should be held. Our Board of Directors will consider the frequency of the stockholder vote receiving the greatest number of votes cast by shares voting on this matter to be the frequency recommended by our stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR A ONE YEAR FREQUENCY FOR PROPOSAL 4.

EXECUTIVE OFFICERS

The following table sets forth certain information concerning our executive officers as of April 15, 2016:16, 2019:

Dr. Harold E. Van Wart’sSujal Shah’sbiography is included above under the section titled “Proposal 1—Election of Directors.”

Sujal Shah has served as our Chief Financial Officer since December of 2013. Prior to that he served as a consultant and acting Chief Financial Officer for us from June 2012 to December 2013. From 2010 to 2012, Mr. Shah served as Director, Health Care Investment Banking for Citigroup Inc., where he was responsible for managing client relationships and executing strategic and financing related transactions for clients focused in life sciences. From 2004 to 2010 Mr. Shah was employed with Credit-Suisse, last serving in the capacity as Vice President, Health Care Investment Banking Group. Mr. Shah received a MBA from Carnegie Mellon University—Tepper School of Business and M.S. and B.S. degrees in Biomedical Engineering from Northwestern University.

Pol Boudes, M.D. has served as our Chief Medical Officer since April 2014. Prior to joining CymaBay, Dr. Boudes was Chief Medical Officer at Amicus Therapeutics from 2009 to 2013 where he was responsible for clinical development, pharmacology, medical affairs, regulatory affairs and quality assurance, and toxicology. From 2004 to 2009, Dr. Boudes was with Berlex Laboratories (which merged with Bayer HealthCare Pharmaceuticals in 2006) where he held the position of Vice President, Global Clinical Development, Women’s Health Care US. From 1990 to 2004, Dr. Boudes held positions of increasing responsibility with Wyeth-Ayerst Research both in Philadelphia, PA and in Europe, withHoffmann-La Roche, and with Pasteur-Merieux Serums & Vaccines. Dr. Boudes received his M.D. from the University ofAix-Marseilles, France. He completed his internship and residency in Marseilles and in Paris, France and was an Assistant Professor of Medicine at the University of Paris. He is specialized in Endocrinology and Metabolic Diseases, Internal Medicine, and Geriatric diseases.

Robert L. Martin, Ph.D., has served as our Senior Vice President, Manufacturing and Nonclinical Development since April 2015. Previously, he served as our Vice President of Nonclinical Development and Project Management from 2008 to 2015. Dr. Martin served as our Sr. Director of Preclinical Development and Project Management from 2006 to 2008 and our Director of Preclinical Development and Project Management from 2004 to 2006. From 1994 to 2004, Dr. Martin served in various positions with Roche Palo Alto, a division of F. Hoffman-La Roche Ltd. Dr. Martin obtained his Ph.D. in Biochemistry from the University of California, Davis.

Charles A. McWherter, Ph.D.has served as our Senior Vice President and Chief Scientific Officer since July 2007.2013. From 2007 to 2013, he served as out Senior Vice President, Research and Preclinical Development. From 2003 to 2007, he served as Vice President and head of the cardiovascular therapeutics areas of Pfizer Inc., a biopharmaceutical company. From 2001 to 2003, Dr. McWherter served as Vice President of Drug Discovery at Sugen, Inc., a biopharmaceutical company acquired by Pfizer Inc. in 2003. Dr. McWherter obtained his Ph.D. from Cornell University.

Klara Dickinson has served as our Chief Regulatory and Compliance Officer since January 2019. Prior to that she was our Senior Vice President, Regulatory Affairs and Compliance since June 2017. Previously, she served as Senior Vice President, Chief Regulatory Officer at Anthera Pharmaceuticals, Inc., a biopharmaceutical company, from 2014 to 2017, where she was responsible for the general supervision of the company’s regulatory affairs. From 2007 to 2014, she was Senior Vice President of Regulatory Affairs and Compliance at Hyperion Therapeutics, Inc. Ms. Dickinson also spent three years at CoTherix, Inc. as Vice President, Regulatory Affairs and Healthcare Compliance Officer, and held various positions at biopharmaceutical companies such as Scios, Inc. and DEY Laboratories (a subsidiary of Mylan, Inc.). Ms. Dickinson holds a B.S. in Biology from the College of Great Falls in Montana and is certified by the Regulatory Affairs Certification Board.

Paul Quinlan has served as our General Counsel and Corporate Secretary since December 2017. Previously, he served as General Counsel and Secretary at TerraVia Holdings, Inc. (formerly Solazyme, Inc.), a biotechnology company, from 2010 to January 2018, where he was responsible for the general supervision of the company’s legal affairs. From 2005 to 2010, Mr. Quinlan was General Counsel and Secretary at Metabolex, Inc., and from 2000 to 2005, Mr. Quinlan held various positions in the legal department at Maxygen, Inc., or Maxygen, most recently that of Chief Corporate Securities Counsel. Prior to joining Maxygen, Mr. Quinlan was an associate at Cooley LLP and Cravath, Swaine & Moore LLP. Mr. Quinlan obtained a law degree from Columbia University Law School and a M.Sc. in Medical Biophysics from the University of Toronto.

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Patrick O’MaraDaniel Menold has served as our Vice President, Business DevelopmentFinance since August 2006. Previously heApril 2017, and previously served as our Sr. Director of Business Development from 2004 to 2006, our Director of Business Development from 2000 to 2004 and our Manager of Business Development from 1997 to 2000. Mr. O’Mara served as our Manager of Laboratory Operations from 1991 to 1997. Mr. O’Mara received a B.A. in Biochemistry from the University of California, Berkeley.

Kirk Rosemark has served as our Vice President Regulatory Affairs and Quality AssuranceCorporate Controller since April 2015.January 2014. Prior to joining CymaBay, Mr. Rosemark held the position of Vice President Regulatory Affairs and Quality Assurance at Exelixis,Menold served as Corporate Controller

for technology firm Zoosk, Inc., from 20032011 to 2014,2013, where he was responsible for all regulatory affairsthe accounting and quality assurancefinancial reporting functions supporting both development and marketed products. He served in the same capacityas Controller and Director of Accounting at NeoPharm IncAffymetrix, Inc. from 20012005 to 2003.2010. Prior to that, Mr. Rosemark2005, he held variousaccounting and finance positions of increasing responsibility withinat public and private life sciences and high technology companies in the Regulatory AffairsSilicon Valley. Earlier in his career, Mr. Menold was at Ernst & Young LLP where he was an audit manager and Quality Assurance department at Solvay Pharmaceuticals, Inc., Ciba Visionserved on audits of life sciences and Bausch & Lomb Pharmaceuticals, Inc.high technology companies. Mr. Rosemark obtainedMenold received a M.S. in accounting and B.S. in Chemistryfinance from Cleveland State University.The University of Virginia McIntire School of Commerce.

SECURITY OWNERSHIPSECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERSCERTAIN BENEFICIAL OWNERS AND MANAGEMENT MANAGEMENT

The following table sets forth certain information regarding the ownership of CymaBay’s common stock as of January 31, 2016,March 15, 2019, by: (i) each director and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all executive officers and directors of CymaBay as a group; and (iv) all those known by CymaBay to be beneficial owners of more than five percent of its common stock.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information with respect to all of our equity compensation plans in effect as of December 31, 2015,2018, which consists of our 2003 Equity Incentive Plan and 2013 Equity Incentive Plan.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires CymaBay’s directors and executive officers, and persons who own more than ten percent of a registered class of CymaBay’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of CymaBay. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish CymaBay with copies of all Section 16(a) forms they file.

To CymaBay’s knowledge, based solely on a review of the copies of such reports furnished to CymaBay and written representations that no other reports were required, during the fiscal year ended December 31, 2015,2018, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with;with.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The following report of the Compensation Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act except to the extent that six reports, covering an aggregateCymaBay specifically incorporates it by reference into such filing.

Our Compensation Committee has reviewed and discussed with management the disclosures contained in the following section entitled “Compensation Discussion and Analysis.” Based on this review and discussion, our Compensation Committee recommended to our Board of five transactions,Directors that the “Compensation Discussion and Analysis” be included in this proxy statement for the Annual Meeting.

The Compensation Committee

Paul F. Truex (Chairman)

Robert F. Booth

Carl Goldfischer

Robert J. Wills

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The purpose of this compensation discussion and analysis section is to provide information for the fiscal year ended December 31, 2018, about the material elements of compensation that were filed latepaid, awarded to, or earned by, Dr. Boudes, Dr. Martin, Dr. Kumar, Dr. Goldfischer, Mr. von Emsterour “named executive officers,” who consist of our principal executive officer, principal financial officer and Mr. Rosemark.

Compensation Philosophy and Objectives

Our executive compensation program is designed to:

To help achieve these objectives, the Compensation Committee ties a substantial portion of the executives’ overall compensation to key strategic business, financial and operational goals, particularly clinical development and capital management.

Our executive compensation program rewards corporate achievement, as well as both team and individual accomplishments, by emphasizing a combination of corporate results and individual accountability. We place significant portion of total compensation at risk through annual performance bonuses and long-term equity incentives. We use a mix of annual performance bonuses and stock options to optimize alignment of the interests of our executives with those of our stockholders. We design this combination of cash and equity incentives to balance annual business and operating objectives, and our financial performance, with longer-term stockholder value creation.

We also seek to promote a long-term commitment to the company by our executives. We believe that there is great value to having a team of long-tenured, highly experienced managers. We design our team-focused culture and management practices to foster this commitment. In addition, we base the typical vesting schedule for equity awards upon continued employment for multiple years (four years on average) following the grant, which is intended to retain our executives and reinforce this long-term commitment. In late 2018, after a compensation practices review by the Compensation Committee, in conjunction with management and outside compensation consultants, the company moved to dollar value-based equity awards to further align our management and directors with stockholder value creation (see below).

Executive Compensation Procedures

The Role of the Compensation Committee. Our Compensation Committee is responsible for the evaluation and oversight of our executive compensation program, policies and practices. Accordingly, our Compensation Committee recommends to the Board for approval, all compensation provided to our executive officers, including adjustments to base salaries, annual target-based cash incentive bonuses, equity incentive awards, severance arrangements and benefit programs. Our Compensation Committee consists of four members of our Board, each of whom has extensive experience in our industry and is an independent director under applicable Nasdaq and SEC rules. Our Compensation Committee uses its judgment and experience to review and recommend to the Board for approval, executive compensation decisions, including our Chief Executive Officer’s compensation package. In doing so, our Compensation Committee meets with its independent compensation consultant in separate sessions without our Chief Executive Officer or any other member of management present. Our Compensation Committee also periodically evaluates the need for revisions to our executive compensation program to ensure our program is competitive with the companies with which we compete for executive talent. Although the Compensation Committee is empowered to approve executive compensation, to date the Compensation Committee has recommended to the Board decisions on executive compensation, and the full Board has approved decisions on executive compensation after consideration and recommendation from the Compensation Committee.

Management’s Involvement in the Executive Compensation Process. Our Chief Executive Officer participates in general sessions of our Compensation Committee to discuss all matters other than his own compensation, objectives or incentive awards. Management does not participate in executive sessions of our Compensation Committee. At the request of our Compensation Committee, our Chief Executive Officer provides input and recommendations to the committee on salary adjustments, annual target-based cash incentive bonus amounts and appropriate equity incentive compensation levels in relation to our executive officers other than himself. In formulating these recommendations, our Chief Executive Officer may consider data obtained from third-party sources, including data provided by the independent compensation consultant retained by our Compensation Committee.

Use of Independent Compensation Consultants and Independent Counsel by the Compensation Committee. In designing our executive compensation program, our Compensation Committee considers publicly available compensation data for other companies in the biopharmaceutical industry to help guide its executive compensation decisions and recommendations at the time of hiring and for subsequent adjustments in compensation. In 2017 and 2018, our Compensation Committee also retained the services of Marsh & McLennan Agency (“MMA”), an independent compensation consultant, to provide it with additional comparative data on executive compensation practices in our industry and to advise it on our executive compensation program generally. For 2017 and 2018, MMA provided advice and data to our Compensation Committee on executive and director compensation matters, including the selection of our compensation peer group, comparative market pay levels, equity dilution, annual share utilization practices and emerging market trends. Although our Compensation Committee considers the advice and recommendations of its compensation consultant about our executive compensation program, the Compensation Committee ultimately makes its own decisions about these matters. Our Compensation Committee determined that the work of MMA did not raise any conflicts of interest in 2017 or 2018. In making this assessment, our Compensation Committee considered the independence factors enumerated in Rule10C-1(b) under the Exchange Act and the applicable Nasdaq rules. Fromtime-to-time the Compensation Committee will also seek the advice of outside legal counsel regarding matters related to compensation strategy, implementation, regulatory impact, legal compliance, tax implications and current compensation trends.

Market Benchmarking and Peer Group.Our Compensation Committee references a peer group of publicly traded companies in the biopharmaceutical industry for purposes of gathering data to compare with our existing executive compensation levels and practices and as context for future compensation decisions. Our Compensation Committee, with the assistance of its independent compensation consultant (currently MMA), periodically reviews and updates the compensation peer group, as appropriate, to include companies that the Compensation Committee believes are competitors for executive talent and are similar to us based on a number of criteria, including stage of development (lead product candidate in Phase 2 or Phase 3 clinical trials), revenue (no revenue from commercialized products), market capitalization (between $375 million and $1.5 billion) and number of employees (less than 200). The Compensation Committee also considered companies with similar therapeutic focus areas that we compete with for executive talent even though such companies may not otherwise have similar attributes to us. Our Compensation Committee may consider peer group and other industry compensation data and the recommendations of its independent compensation consultant when making decisions and recommendations related to executive compensation. For its compensation recommendations made in January 2018, the peer group the Compensation Committee used was as follows:

In September 2018, based on its own analysis as well as the recommendation of MMA, the Compensation Committee adopted a revised peer group consisting of the following companies:

Changes in the composition of our compensation peer group from 2017 to 2018 were largely the result of, among other things, the replacement of companies that had been acquired or that our Compensation Committee, with the assistance of its independent compensation consultant, no longer considered comparable to us in light of the criteria outlined above. We also added several companies with a similar therapeutic focus area.

Annual Compensation Review Process.On an annual basis, our Compensation Committee meets to review the performance of our Chief Executive Officer and our other executive officers. At these meetings, our Compensation Committee typically invites our Chief Executive Officer to participate in the discussion (excluding discussions pertaining to his own compensation) to seek our Chief Executive Officer’s input and recommendations with respect to each executive officer (other than himself) as to:

Our Compensation Committee takes into consideration these recommendations and other relevant performance and competitive market factors when it makes its determinations and recommendations to the Board on executive compensation matters. Our Compensation Committee also meets to review and decide compensation matters periodically throughout the year, particularly in regard to new hires of executive officers.

Consideration of Prior Stockholder Advisory Vote to Approve Named Executive Officer Compensation.Until December 31, 2018, we were an “emerging growth company” and were not required to hold an advisory vote on the compensation of our named executive officers (a“say-on-pay” vote). As of January 1, 2019, we are subject to the requirement to hold asay-on-pay vote and also to determine how often to conduct such a vote. We will be including asay-on-pay vote in the 2019 Annual Meeting and will also ask our stockholders to determine how often we will hold asay-on-pay vote at our annual meetings. Our Compensation Committee will take into account future stockholder advisory votes to approve executive compensation and other relevant market developments affecting executive officer compensation to determine whether any subsequent changes to our programs and policies are warranted to reflect stockholder concerns or to address market developments.

Elements of Compensation and Pay Mix

For 2018, executive compensation generally consisted of the following elements (discussed in detail below) to promote ourpay-for-performance philosophy and compensation goals and objectives:

We combine these elements to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our executive officers and other senior personnel with those of our stockholders. We also provide our executive officers with severance and change in control benefits as described below.

Although we do not have a policy to allocate specific percentages of compensation to any particular element, we believe the combination of elements provides a well-proportioned mix of secure compensation, retention value andat-risk compensation that produces short-term and long-term performance incentives and rewards. By following this approach, we intend to motivate our executives to focus on business results that will produce a high level of short-term and long-term performance for us and potential long-term value creation for our executives and our stockholders, as well as reducing the risk of recruitment of top executive talent by competitors. We do not have a formula for determining the amount of each element of compensation. Instead, the Compensation Committee determined each element for 2018 based on a combination of the factors described under “Base Salary and Short-Term Incentives,” “Long-Term Incentives,” and “New Hire and Promotion Equity Awards.” Except as otherwise described in these sections, there was no particular primary factor in determining the amount of any element and instead, our compensation decisions were based on judgments about appropriate amounts after considering the factors listed in these sections.

Base Salary and Short-Term Incentives

Base Salary.Base salary provides our executive officers with steady cash flow during the course of the year that is not contingent on short-term variations in our corporate performance. The setting of salaries also includes an evaluation as to appropriate levels taking into account each individual’s job duties, responsibilities, performance and experience plus comparisons to the salaries of our other executive officers. The Compensation Committee reviews base salaries at least annually and may recommend adjustment from time to time based on the results of that review. The Compensation Committee determines salary increases using a combination of relevant competitive market data, scope of responsibilities and assessment of individual performance.

For 2018, our Board, upon the recommendation of the Compensation Committee, determined annual base salaries for each of our executive officers (other than newly-hired executive officers). The changes in salary of the executives was driven primarily by a company-widecost-of-living increase. Additional changes were based on the overall individual performance of the executes in 2017, their increased level of experience and to ensure that their salaries remained competitive with those of similarly-situated executives in our compensation peer group. The Compensation Committee does not have a specific weighting for each of these criteria and uses its discretion in determining the salary recommendations made to the Board. The annual base salary for Mr. Quinlan was negotiated in the context of a competitive recruitment process and was determined by our Compensation Committee, which considered the factors described in the preceding paragraph, as well as compensation peer group data and other input provided by MMA and the recommendation of our Chief Executive Officer. For 2018 and, as applicable, 2017, the annualized base salaries for each of our named executive officers as of December 31 of the applicable year were as follows:

The change in salary of Dr. McWherter was made primarily to align his salary with the salary of similarly situated executive officers at the company’s peer group companies as identified in the benchmarking analysis, to reflect his increasing job responsibilities and his excellent job performance. The change in salary of the other executives was driven primarily by acost-of-living increase. The change to the 2018 annual base salary of each named executive officer, as applicable, was effective as of January 1, 2018. Please refer to “—Compensation Decisions Relating to Fiscal Year 2019” below for a listing of the annual base salaries of each of our named executive officers for 2019.

Cash Bonuses.We have an annual cash bonus plan under which cash bonuses may be paid to each of our employees, including our executive officers, after the end of each calendar year. Bonus payouts to executive officers is based on the Compensation Committee’s assessment of our collective accomplishments, performance and achievements as measured against our business and financial goals, and is consistent across the named executive officers except as otherwise described below. Corporate goals and targets are set at the beginning of the fiscal year and are approved by the Compensation Committee and Board.

The Compensation Committee determines target bonus amounts based on competitive benchmark data derived from a peer group review relative to the executive officer’s specific position. The Board, upon the recommendation of the Compensation Committee, sets target bonus amounts at levels the Board and committee felt were within market practice based on the data provided by MMA, recognizing that actual payouts would be dependent on actual performance. The Board did not adjust the target bonus amounts (as a percentage of base salary) for named executive officers in 2018 because the Board, upon the recommendation of the Compensation Committee, determined they offered sufficient incentives; thus, the target bonus amounts as a percentage of base salary remained unchanged from 2017 to 2018; at 35% for each of our named executive officers other than Mr. Menold, and at 30% for Mr. Menold.

Bonuses relating to 2018 performance for our named executive officers were based on the Board and Compensation Committee’s assessment of overall company performance with respect to the combination of business, clinical and financial goals previously approved by the Board. When established, the Board viewed the corporate objectives as aggressive but obtainable, and believed that the named executive officers, if they continued to perform at a level consistent with past performance, would have the opportunity to accomplish a meaningful number of the objectives.

In January 2019, the Board and Compensation Committee assessed our accomplishments and overall performance against the previously approved targets and goals and determined the payout for our named executive officers for 2018 performance. The Board set the overall bonus payout at 120% of target (other than with respect to our Chief Executive Officer, as discussed below) due to its determination that all of the 2018 corporate goals were met, and a number of the goals were exceeded in a manner that generated additional value for the company, and after taking into consideration compliance with applicable company policies (including the Code of Business Conduct and Ethics and our policies against discrimination, sexual harassment and other workplace harassment) as well as with applicable legal and regulatory requirements, including rules and regulations from the FDA, SEC and occupational health authorities. The Board and Compensation Committee set payouts under our 2018 bonus plan based on the Board and Compensation Committee’s assessment of collective achievements, particularly in the following areas:

We base cash incentive bonuses for our executive officers on both our corporate goals and individual performance. Our Board and Compensation Committee’s assessment of the individual performance of our executive officers may result in such officers receiving cash incentive bonuses that are higher or lower than the amounts that they would otherwise receive if such bonuses were based solely on the achievement of corporate goals. For payment of the bonus reflective of 2018 performance (which was paid in February 2019), our Board and Compensation Committee reviewed our performance against our 2018 corporate objectives as described above and determined the individual performance of the executive officers after evaluating their individual performance levels in consultation with the Chief Executive Officer (other than with respect to the Chief Executive Officer’s performance, which was independently assessed by the Board and Compensation Committee). The actual bonus payment was largely a result of a formulaic calculation based on the goals, weighting and achievement, overlaid with the discretion of the Board to adjust upwards or downwards based on other factors. For 2018, the bonus payouts were largely due to a formulaic consideration of the targets, weightings and achievement other than for the bonus paid to Mr. Shah, which was adjusted upwards on a discretionary basis to better reflect bonus targets of chief executive officers at the company’s peer group based on the benchmarking analysis. For payment of the bonus reflective of 2018 performance (which was paid in February 2019), the target and actual cash incentive bonuses for each of our named executive officers were as follows:

Please refer to “—Compensation Decisions Relating to Fiscal Year 2019” below for a listing of the target annual cash incentive bonuses for each of our named executive officers for 2019.

The Compensation Committee has not yet adopted a policy for recovering bonuses from our executive officers if the performance outcomes that led to the bonus determination above were to be restated or found not to have been met to the extent originally believed by the Compensation Committee. We will comply with applicable law and adopt an appropriate recoupment policy if rules are issued under the Dodd-Frank legislation.

Long-Term Incentives

Long-Term Equity Compensation. We intend our equity incentive program to reward longer-term performance and to help align the interests of our executive officers with those of our stockholders. We believe that long-term performance is achieved through an ownership culture that rewards such performance by our executive officers through the use of equity incentives. We believe that our equity incentive program is an important retention tool for our employees, including our executive officers. Our equity incentive program currently provides for the use of stock options as the preferred equity compensation vehicle as the Compensation Committee believes that stock options (as opposed to full value awards such as restricted stock or restricted stock units) provides greater long-term incentives for management as stock options require increased stock performance for realization.

The Board determined the individual grants described below upon the recommendation of the Compensation Committee, considering the executive’s role in achieving our current and future corporate goals and targets, the anticipated difficulty to replace the individual, the competitive market for similar positions, the retentive power of existing unvested equity held by the individual, our Chief Executive Officer’s recommendation (other than for his own award), and review of the executive compensation survey prepared by MMA. As part of this review, MMA provided an analysis of equity holdings of our executive officers and benchmarking against comparative holdings of executives at similar companies. In January 2018, for each of our executive officers, the Board, upon the recommendation of the Compensation Committee, determined individual equity award amounts, setting award levels the Compensation Committee felt were within market practice based on the data provided by MMA. The Board and Compensation Committee also considered each executive’s performance, relative unvested equity holdings, and our overall equity use in determining individual grants. The stock option awards granted in connection with this 2018 annual grant have (i) a four-year vesting period, with 25% of the shares subject to the award vesting in an initial annual installment on January 1, 2019 and 1/48^th of the shares subject to the award vesting each month thereafter, subject to continued employment and (ii) an exercise price of $11.69 per share, the last reported sale price of our common stock on the Nasdaq Stock Market on the date of grant. The grants made to each of our named executive officers in connection with our 2018 annual grant program are set forth in the following table. Please refer to “—Components of Our Executive Compensation Program—New Hire and Promotion Equity Awards” below for the description of a grant made to Mr. Quinlan in 2018 in connection with his commencement of employment.

New Hire and Promotion Equity Awards

New Hire Equity Award.We grant a new hire equity award in connection with the commencement of an executive officer’s employment as appropriate and necessary to recruit talent, consistent with industry practice. The size of each new hire award is established through anarm’s-length negotiation at the time the executive officer is hired, taking into account factors such as the position for which the individual is being considered, the individual’s qualifications and prior experience, any equity awards that the individual will forfeit by leaving his or her former employer and competitive market demand. Typically, stock option awards granted to our newly-hired executive officers vest over a period of four years, subject to continued employment.

In connection with the competitive recruitment and hiring of our new General Counsel, Mr. Quinlan, who commenced employment with the company in December 2017, our Board granted Mr. Quinlan a stock option covering 250,000 shares of our common stock in January 2018. The agreement to grant the long-term equity incentive award was instrumental to the recruitment of Mr. Quinlan and was determined by our Board, upon the recommendation of our Compensation Committee, which considered the factors described in the preceding paragraph, as well as compensation peer group data and other input provided by MMA and the recommendation of our Chief Executive Officer.

Promotion Equity Awards.We ordinarily grant promotion equity awards in connection with the promotion of executive officers as appropriate and necessary to reflect the officers’ new duties and responsibilities. The size of each promotion award is established taking into account factors such as the position to which the individual is being promoted, the relevant equity compensation provided to individuals at the same level in the peer group of companies and internal pay equity. Typically, stock option awards granted to our promoted executive officers vest over a period of four years, subject to continued employment.

Terms of New Hire and Promotion Equity Awards. The new hire equity award that was granted to Mr. Quinlan has (i) a four-year vesting period, with 25% of the shares subject to the award vesting in an initial annual installment on the first anniversary of his employment commencement date and 1/48^th of the shares subject to the award vesting each month thereafter, subject to continued employment and (ii) an exercise price of $11.69 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on the date of grant.

Grant Date Policy.The Compensation Committee has adopted a policy wherein the grant date for grants under our annual equity grant program will be the same for both executive officers andnon-executive officers, and will also be the same as the grant date for the annual equity grants to directors.

Equity Grant Program

In September 2018 the company engaged MMA to conduct a general review of our compensation practices. As part of that review, the Compensation Committee decided to move to a value-based equity grant program. Thus, instead of using as a base a set number of shares underlying stock options, we would instead use a “value” as the basis for the grants and convert that “value” to a number of underlying shares based on the Black-Scholes value of the options at the time of grant. We implemented the move to a value-based grant process as of January 1, 2019, for all employee grants, including for executive officers. The Compensation Committee felt this would more closely align the incentives of employees and stockholders as the underlying stock price of our common stock fluctuates.

Other Compensation and Benefits

We maintain a 401(k) plan in which all of our current employees are entitled to participate. Employees contribute their own funds, as salary deductions, on apre-tax orpost-tax basis (as elected by the employee). Contributions may be made up to plan limits, subject to government limitations. The plan permits us to make matching contributions if we choose. Currently, we match 100% of up to the first $750 contributed by an employee each year, including executive officers, to the 401(k) plan. We provide the same health care, dental, vision, life insurance and disability benefits to all full-time employees, including our executive officers. In addition, senior officers receive supplemental disability insurance coverage paid for by us. We also have a flexible benefits healthcare plan and a flexible benefits childcare plan under which employees can set asidepre-tax funds to pay for qualified health care expenses and qualified childcare expenses not reimbursed by insurance. These benefits are available to all employees, subject to applicable laws. Other than supplementary disability insurance coverage and as described below, we do not provide perquisites to executive officers that are not available to all of our employees on the same terms.

Severance and Change in Control Benefits

Pursuant to employment letter agreements that we have entered into with our named executive officers, such officers are entitled to specified benefits in the event of the change in control of the company and in connection with the termination of their employment under specified circumstances, including termination in connection with a change in control of the company. We believe that providing these benefits is consistent with industry practices and helps us to compete for executive talent, as well as to retain and motivate our executive officers and minimize management distraction created by uncertain job security, particularly in the event of a potential transaction that would be beneficial to our stockholders.

Please refer to “—Employment Arrangements with Our Named Executive Officers” below for a more detailed discussion of these benefits. We have provided estimates of the value of the severance payments and other benefits that would have been made or provided to our named executive officers under various termination and change in control circumstances under the caption “—Potential Payments and Benefits Upon Termination of Employment or Change in Control” below.

Compensation Decisions Relating to Fiscal Year 2019

In January 2019, the annual base salaries of our named executive officers were set by our Board, upon the recommendation of our Compensation Committee, as follows, effective January 1, 2019:

The increased salaries were primarily the result of a company-wide cost of living increase of 4.5% In addition, the salary of Mr. Shah was increased a further 8.4% to better align his salary with chief executive officers at peer group companies as a result of the benchmarking analysis done by MMA in conjunction with the 2019 compensation analysis (the “2019 Benchmarking Analysis”).

In January 2019, the Board, upon the recommendation of the Compensation Committee, increased the 2019 annual cash incentive bonus target percentage for Mr. Shah to 60% (from 35%) and for Drs. Boudes and McWherter to 40% (from 35%) to better align their target bonus percentage with similarly situated executives as a result of the 2019 Benchmarking Analysis. Mr. Shah’s previous bonus percentage was below the 25^th percentile of peer group companies and the Board and Compensation Committee determined his target percentage should be increased to closer to the median of peer company Chief Executive Officers to reflect his ongoing performance and the performance of the company. The Board, upon the recommendation of the Compensation Committee, determined not to change the target bonus percentages of the other named executive officers from their 2018 levels, and approved cash incentive bonus targets for our named executive officers for 2019 as follows:

In January 2019, the Board, upon recommendation from the Compensation Committee approved the following equity grants to our named executive officers as a result of our annual grant program:

The equity awards were granted primarily to (i) better align the long-term equity incentives of the named executive officers with similarly situated executives as a result of the 2019 Benchmarking Analysis and (ii) provide sufficient ongoing equity vesting to better align the long-term incentives of the named executive officers with our stockholders.

The stock option awards granted in connection with our 2019 annual grant program have (i) a four-year vesting period, with 25% of the shares subject to the award vesting on January 1, 2020 and 1/48^th of the shares subject to the award vesting each month thereafter, subject to continued employment and (ii) an exercise price of $8.43 per share, the last reported sale price of our common stock on the Nasdaq Global Select Market on the date of grant.

Material Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally restricts deductibility for federal income tax purposes of annual individual compensation in excess of $1 million paid to certain executive officers. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJA”), Section 162(m) provided an exemption from this limitation for “qualified performance-based compensation.” The TCJA repealed the “qualified performance-based compensation” exemption, effective for taxable years beginning after December 31, 2017, but provides transition relief for certain contractual arrangements in place as of November 2, 2017 and not modified thereafter. We account for stock-based compensation, including annual, new hire and promotion equity awards, in accordance with the requirements of ASC 718.

Our Compensation Committee is informed about the tax deductibility and accounting treatment of compensation when making its compensation determinations and recommendations. Our Compensation Committee’s general policy is to develop and maintain compensation programs that effectively attract, motivate and retain exceptional executives in a highly competitive environment, which may include payments that might not be deductible if our Compensation Committee believes they are in the best interests of the company and its stockholders.

Compensation Policies and Practices as They Relate to Risk Management

In 2018, our Compensation Committee reviewed our compensation policies and practices and concluded that the mix and design of these policies and practices are not reasonably likely to encourage our employees to take excessive risks. In connection with its evaluation, our Compensation Committee considered, among other things, the structure, philosophy and design characteristics of our primary incentive compensation plans and programs in light of our risk management and governance procedures, as well as other factors that may calibrate or balance potential risk-taking incentives. Based on this assessment, our Compensation Committee concluded that risks arising from our compensation policies and practices for all employees, including executive officers, are not reasonably likely to have a material adverse effect on us.

EXECUTIVE COMPENSATIONEXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

Summary Compensation Table

The following table shows information regarding the compensation earned during the fiscal years ending December 31, 20152018, 2017 and 2014,2016, by (i) our Chief Executive Officer, (ii)principal executive officer (Mr. Shah), principal financial officer (Mr. Menold) and our Chief Financial Officer, and (iii) our Senior Vice President and Chief Scientific Officer, each of whom were serving asthree other highest paid executive officers in 2015.officers. The officers listed below are collectively referred to herein as the “Named Executive Officers.“named executive officers.”

Grants of Plan-Based Awards

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Outstanding Equity Awards at FiscalYear-End

The following table presents the outstanding equity awards held by each of the Named Executive Officersnamed executive officers as of December 31, 2015.2018.