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 Onon June 2, 201623, 2020

Dear Stockholder:

You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of CymaBay Therapeutics, Inc., a Delaware corporation. The meeting will be held on Thursday,Tuesday, June 2, 2016,23, 2020, at 9:10:00 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, 2016.28, 2020. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT AND “FOR” PROPOSALS 2 THROUGH 4.

Newark, California

April 21, 2016May 15, 2020

CYMABAY THERAPEUTICS, INC.

79997575 Gateway Blvd., Suite 130110

Newark, CA 94560

(510)293-8800

PROXY STATEMENT

FOR THE 20162020 ANNUAL MEETING OF STOCKHOLDERS

June 2, 201623, 2020

QUESTIONS AND ANSWERS ABOUT THESEMeeting Agenda

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why didam I receive a notice regarding the availability of proxy materials on the internet?receiving these materials?

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, weWe have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”)these proxy materials, including the enclosed proxy card, because the Board of Directors (the “Board”) of CymaBay Therapeutics, Inc. (“CymaBay”(the “CymaBay Board” or the “Board”) is soliciting your proxy to vote at the 20162020 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. All stockholders will haveAnnual Meeting. You are invited to attend the abilityAnnual Meeting to access the proxy materialsvote on the website referredproposals described in this proxy statement. However, you do not need to inattend the NoticeAnnual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or requestfollow the instructions below to receive a printed set of thesubmit your proxy materials. Instructions on how to access the proxy materials over the internettelephone or to request a printed copy may be found inthrough the Notice.internet.

We intend to mail the Noticethese proxy materials on or about April 21, 2016,May 18, 2020, 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.

How do I attend the Annual Meeting?

The meetingAnnual Meeting will be held on Thursday,Tuesday, June 2, 2016,23, 2020, at 9:10:00 a.m. local time at the Pacific Research Center, 7677 Gateway Blvd., Conference Center 2nd2^nd 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.

We intend to hold our Annual Meeting in person. However, we continue to monitor the situationregarding COVID-19 (Coronavirus) closely, taking into account guidance from the Center for Disease Control and Prevention and the World Health Organization. The health and well-being of our various stakeholders is our top priority. Accordingly, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication if we determine that it is not advisable to hold anin-person meeting. In the event the Annual Meeting will be held solely by remote communication, we will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on our website atwww.cymabay.com, and filed with the SEC as additional proxy material. As always, we encourage you to vote your shares prior to the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 15, 2016,28, 2020, will be entitled to vote at the Annual Meeting. On this record date, there were 23,447,00368,882,459 shares of common stock outstanding and entitled to vote.

Stockholders of Record: Shares Registered in Your Name

If on April 15, 2016,28, 2020, 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 proxyaproxy card, (if you have received one), or vote by proxy over the telephone or on the internet as instructed in theproxy card 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, 2016,28, 2020, 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 Noticethis proxy statement and voting instruction card 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:

Will other candidates be nominated for election as directors at the 2020 Annual Meeting in opposition to the CymaBay Board’s nominees?

No. Engine Capital, a CymaBay stockholder, had previously notified us that it intended to nominate three persons for election as directors to CymaBay’s Board at the Annual Meeting in opposition to our nominees recommended by the CymaBay Board. However, on May 12, 2020, Engine Capital withdrew its nominations and, pursuant to our bylaws, no further nominations may be made by stockholders. As a result, the only nominees for election at the Annual Meeting are the five nominees of the CymaBay Board set forth in this proxy statement.

What if another matter is properly brought before the meeting?

The CymaBay 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 theirhis or her best judgment.

What are the voting recommendations of the CymaBay Board?

The CymaBay Board recommends that you vote your shares on your proxy card as follows:

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, 3 and 4, you may vote “For” or “Against” 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, vote by proxy using the enclosed proxy card, vote by proxy over the telephone, or 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.internet. Whether or not you plan to attend the meeting, we urge you to vote by submitting your proxy card 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 Noticeaproxy card containing voting instructions from that organization rather than from CymaBay. Simply followcomplete and mail the voting instructions in the Noticeproxy card to ensure that your vote is counted. Alternatively, if permitted by your broker or bank, you may vote by telephone or over the internet as instructed by your broker or bank. 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, 2016.28, 2020.

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 internetInternet 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 or Proposal 3 without your instructions, but may vote your shares on Proposal 2.2 and, we believe, Proposal 4.

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

If you return a signed and dated proxydatedproxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, (a) “For” the election of all sevenfive of the Board’s nominees for director, and(b) “For” the ratification of selection by the Audit Committee of the CymaBay Board of Ernst & Young LLP as the independent registered public accounting firm of CymaBay for its fiscal year ending December 31, 2016.2020, (c) “For” approval of the compensation of our named executive officers as disclosed in this proxy statement and (d) “For” approval of the amendment of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 200,000,000 shares. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxyyourproxy 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?proxy card?

If you receive more than one Notice,oneproxy card, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on theproxy cards and in the Noticesproxy materials 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,January 18, 2021, to CymaBay’s Corporate Secretary at 79997575 Gateway Blvd., Suite 130,110, Newark, CA 94560;94560. If such proposal is submitted after January 18, 2021, it will be considered untimely;provided, however, that if our 20172021 annual meeting of stockholders is held before May 3, 2017,24, 2021, or after July 2, 2017,23, 2021, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 20172021 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, 2017,23, 2021, and no later than March 4, 2017,25, 2021, except that if our 20172021 annual meeting of stockholders is held before May 3, 2017,24, 2021, or after July 2, 2017,23, 2021, 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,” “Withhold” and broker non-votes, and (b) with respect to Proposal 2 “For,” “Against,” abstentions and if applicable, broker non-votes.

Abstentions will be counted towards the vote total for Proposal 2, and will have the same effect as “Against” votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.

What are “broker non-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,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

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How many votes are needed to approve each proposal?

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 23,447,00368,882,459 shares outstanding and entitled to vote. Thus, the holders of 11,723,50234,441,229 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 broker non-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 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” all nominees, “WITHHOLD” all nominees, “Except” for any nominee you specify and broker non-votes and (b) with respect to Proposals 2, 3 and 4, votes “FOR,” “AGAINST,” abstentions and if applicable, broker non-votes.

Abstentions will be counted towards the vote total for Proposals 2, 3 and 4, and will have the same effect as “AGAINST” votes for those proposals. Broker non-votes have no effect and will not be counted towards the vote total for Proposals 1, 2 and 3. However, since an absolute majority of shares outstanding are required to approve Proposal 4, broker non-votes will have the same effect as “AGAINST” votes for that proposal.

What are “broker non-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,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Broker non-votes will be counted for purposes of establishing a quorum to conduct business at the Annual Meeting. The proposal for the ratification of the appointment of our independent registered public accounting firm (Proposal 2) and, we believe, the proposal for approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock (Proposal 4) are considered routine under applicable rules. Accordingly, brokers that do not receive instructions will be entitled to vote on those two proposals. The proposal to elect directors (Proposal 1) and the proposal to approve the compensation of our named executive officers (Proposal 3) are considered non-routine under applicable rules. Accordingly, brokers that do not receive instructions will not be entitled to vote on those two proposals. Since an absolute majority of shares outstanding are required to approve Proposal 4, broker non-votes will have the same effect as “Against” votes for that proposal. We strongly encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the proxy card and these proxy materials before the Annual Meeting so that your shares will be represented and voted at the meeting even if you cannot attend in person.

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” all nominees, “WITHHOLD” all nominees, and “Except” for any nominee you specify and brokernon-votes and (b) with respect to Proposals 2, 3 and 4, votes “FOR,” “AGAINST,” abstentions and if applicable, broker non-votes.

Abstentions will be counted towards the vote total for Proposals 2, 3 and 4, and will have the same effect as “AGAINST” votes for those proposals. Broker non-votes have no effect and will not be counted towards the vote total for Proposals 1, 2 and 3. However, since an absolute majority of shares outstanding are required to approve Proposal 4, broker non-votes will have the same effect as “AGAINST” votes for that proposal.

How many votes are needed to approve each proposal?

Your votes on Proposal 3 is advisory, which means that the results arenon-binding on us, our Board and its committees. Althoughnon-binding, our Board 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.

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.

What proxy materials are available on the internet?

The notice and proxy statement and annual report to stockholders are available at www.proxyvote.com.

PROPOSALPROPOSAL 1

ELECTION OF DIRECTORSELECTION OF DIRECTORS

CymaBay’sThe CymaBay Board of Directors consists of eight directors. Therefive directors and there are sevenno vacancies. The CymaBay Board has nominated five 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.

Each of the nominees listed below is currently a director of CymaBay and was recommended forre-election to the Board by the Nominating and Corporate Governance Committee of the CymaBay Board. If elected at the Annual Meeting, each of these five nominees would serve until the 2021 annual meeting of stockholders and until his or her successor is elected and has qualified, or until the director’s death, resignation or removal. Each of these five nominees is submitted forre-election to the Board. It is CymaBay’sour policy to encourage nominees for directors to attend its annual meeting.the Annual Meeting. Two of the nine directors then holding office attended the 2019 Annual Meeting of Stockholders in person.

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 sevenfive nominees receiving the highest number of affirmative votes will be elected. Shares represented by executedThe persons named as proxies will be voted, if authorityon the proxy card intend to do sovote the proxies “FOR ALL” five of the nominees named below unless you indicate on the proxy card a vote to “WITHHOLD” your vote with respect to any of these nominees. Cumulative voting is not withheld, forpermitted. In the election of the seven nominees named below. Ifevent that any nominee becomesnamed below should become unavailable for election as a result of an unexpected occurrence, your sharesthe proxies will be voted for the election of a substitute nominee or nominees proposed by CymaBay.the Nominating and Corporate Governance Committee of the CymaBay Board. If any such substitute nominee(s) are designated, we will file an amendment to the proxy statement and a new proxy card that, as applicable, identifies the substitute nominee(s), discloses that such nominee(s) have consented to being named in the revised proxy statement and to serve if elected, and includes biographical and other information about such nominee(s) as required by the rules of the Securities and Exchange Commission. Each person nominated for electionnominee named below has consented to be named as a nominee in this proxy statement and has agreed to serve if elected. CymaBay’s managementelected, and the CymaBay Board has no reason to believe that any such nominee will be unable to serve.

NOMINEESNOMINEES

The following is a brief biography of each nomineeof the CymaBay Board’s nominees for director and a discussion of the specific experience, qualifications, attributes or skills of each such 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 CymaBay 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 CymaBay 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 CymaBay Board, and these views may differ from the views of other members. The CymaBay Board is pleased to nominate for election as directors the five persons named in this proposal and on the enclosed proxy card.

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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 and member of its board of directors since 2003. He served as Chief Operating Officer from December 2002 to January 2003November 2017 and Senior Vice President, Research and Development from October 2000 to December 2002. From 1999 to 2000, Dr. Van Wart 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 director 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 University and a B.A. from SUNY Binghamton. Dr. Van Wart has been a member of our Board since June 2017. Mr. Shah previously served as our Interim President and Chief Executive Officer from March 2017 to November 2017 and as our Chief Financial Officer from December 2013 to March 2017. 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 boardcapacity as Vice President, Health Care Investment Banking Group. Mr. Shah received a M.B.A. from Carnegie Mellon University—Tepper School of directors of Conatus Pharmaceuticals since 2007. HeBusiness and M.S. and B.S. degrees in Biomedical Engineering from Northwestern University. Mr. Shah currently also serves on the Emerging Companies and Health Section Governing BoardsExecutive Advisory Board of the Biotechnology Industry Organization (BIO),Chemistry Life Processes Institute at Northwestern University. Because of his extensive experience executing strategic and financing transactions both as wellan advisor and as on its boardan operator in the biopharmaceutical industry, his foundational scientific training, and his intimate knowledge of directors, and onour company, we believe he is able to make valuable contributions to the board of directors and executive committee at BayBio.Board.

Carl Goldfischer, M.D.Caroline Loewy has been a member of our Board since August 2003. Dr. Goldfischer was elected to the Board asDecember 2016. Ms. Loewy is a resultbiopharmaceutical and financial executive with over 25 years 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, 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 presenceexperience in the health care investment community. Dr. Goldfischerfield. She currently provides strategic advisory services for biopharmaceutical companies, primarily in the role of board member. Ms. Loewy is a member of the board of directors for BrainCells Inc., Cydan Development Inc., EnteroMedics Inc. and Epizyme, 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.

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 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 wascurrently a member of the board of directors of XenonPhaseBio Pharmaceuticals, Inc. and Aptose Biosciences Inc., each since 2018. Previously Ms. Loewy 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 2015. Dr Stein2008. 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 hadleveraged her experience in the medical arena and financial expertise to benefit those affected by rare disease. She is a numberfounding board member of appointments tothe Global Genes Project, one of the leading rare disease patient advocacy organizations in the world, and is a member of the National Institutes of Health since 1986, including the General Clinical Research Centers Advisory Committee, NCEP Lipid Standardization Committee, Data and Safety Advisory BoardCouncil of the NHLBI Program on Genetics in Hypertension from 1999 to 2003. From 2006 to 2010 he served onTranslational Genomics Research Institute (TGen) Center for Rare Childhood Disorders. Ms. Loewy is also a founding board member of the FDA Clinical ChemistryKCNQ2 Cure Alliance, promoting education and Clinical Toxicology Advisory Panel. He has receivedresearch into the rare disorder affecting her son. Ms. Loewy holds 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.,B.A. from the University of WitwatersrandCalifornia, Berkeley, and a MBA/MS from Carnegie Mellon University. Because of her more than 25 years of experience in Johannesburg, South Africa.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.

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 is the Executive Chairman of LQT Therapeutics, Inc. and has served in that role since July 2019. Mr. Truex previously served as Executive Chairman of Anthera Pharmaceuticals, Inc., or Anthera, a biopharmaceutical company. Mr. Truex was a founder of Anthera where he served as Director and Chief Executive Officer of Anthera Pharmaceuticals, Inc., or Anthera, sincefrom 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., where he served as Chairman from 2002 to 2016, Feldan Therapeutics, Inc. and Gladius Pharmaceuticals, Inc. 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 experience, we believe he is able to make valuable contributions to the Board.

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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 depthin-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. He is a member of1990s. Mr. von Emster currently serves on the board of directors of CRISPRSutroVax, Inc., Jasper Therapeutics, Inc. (private), Kesios Therapeutics, Ltd (private), and is Chairman of SutroVax,SFJ Pharmaceuticals Inc. (private). He is a former member of the board of CRISPR Therapeutics, Inc., Attenua, Inc., 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.

Robert J. Weiland has beenBarbara and is a memberChartered Financial Analyst (CFA). Because of our Board since April 2016. Mr. Weiland was electedhis 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 experience, we believe he is able to make valuable contributions to the Board because of his extensive experience as an executive and general manager in pharmaceutical and biotechnology companies with large market capitalizations. Mr. Weiland has served as Chief Commercial Officer of Pacira Pharmaceuticals, Inc. since April 2016. Mr. Weiland served in a variety of executive roles for Baxter International Inc., or Baxter, from 2009 to 2016, and was most recently Vice President, Strategy, where he led Baxter’s worldwide commercial strategy, including implementing Baxter’s continuous improvement platform. 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, 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.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 over 35 years of 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 Vice President, 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 iscurrently serves on the board of directors of Oncternal Therapeutics, Inc., Parion Sciences, Inc. and Go Therapeutics, Inc. Dr. Wills was previously a member of the Boardboard of directors of GTx, Inc., where he servesserved 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 ABOVE.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Ernst & Young LLP as CymaBay’s independent registered public accounting firm for the fiscal year ending December 31, 2020, 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 consolidated financial statements since 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 bylaws 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 registered 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.

THE BOARD OF DIRECTORS RECOMMENDSPRINCIPAL ACCOUNTANT FEES AND SERVICES

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

the scope of the engagement of the independent registered public accounting firm or on an individual, explicit,case-by-case basis before the independent registered 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 independent registered public accounting firm’s independence.

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

PROPOSAL 3

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 and Compensation Committee value the opinions of our stockholders and reviews and considers the voting results when making 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

Our Compensation Committee has structured our executive compensation program to achieve the following key objectives:

We urge stockholders to read the “Executive Compensation” section of this proxy statement which describes in more detail how our executive compensation program operates and is designed to achieve our compensation objectives. Our Compensation Committee and our Board believe that its policies and procedures 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 ability to conduct our business in the manner best suited for our stockholders.

At our 2019 Annual Meeting of Stockholders, we asked our stockholders to indicate if we should hold a“say-on-pay” vote every year, every two years or every three years. Our Board recommended, and our stockholders indicated a strong preference for, holding such a vote every year and, after taking our stockholders’ recommendation into consideration, our Board determined to hold such a vote every year. Accordingly, we are submitting this Proposal 3 for stockholder approval at the Annual Meeting.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, programs and practices described in this proxy statement. As this is anon-binding, advisory vote, the result will not be binding on us, our Board or our Compensation Committee, although our Compensation Committee will consider the outcome of the vote when evaluating our compensation philosophy, programs and practices.

Recommendation of the Board

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 Summary Compensation Table and the related compensation tables, notes and narratives in the proxy statement for the company’s 2020 Annual Meeting of Stockholders.

Voting

This proposal isnon-binding on us and our Board. 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.

PROPOSAL 4

AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF OUR COMMON STOCK

The Board has adopted an amendment to our Amended and Restated Certificate of Incorporation to increase the number of shares of capital stock the company is authorized to issue from 110,000,000 shares (100,000,000 shares of common stock and 10,000,000 shares of preferred stock), par value $0.0001, to 210,000,000 shares (200,000,000 shares of common stock and 10,000,000 shares of preferred stock), par value $0.0001, and declared its advisability. In order for this amendment to be effective, our stockholders must approve this Proposal 4.

On February 29, 2020, 68,882,459 shares of our common stock were outstanding, zero shares of our preferred stock were outstanding and 9,143,863 shares were reserved for issuance upon conversion of our employee equity plans and outstanding equity awards. Accordingly, as of February 29, 2020, there were approximately 21,973,678 shares of common stock available for general corporate purposes. Upon the approval of this Proposal 4, there would be approximately 121,973,678 authorized and unreserved shares of our common stock available for issuance.

The Board reserves the right, notwithstanding stockholder approval and without further action by stockholders, to elect not to proceed with the increase in the authorized shares of common stock if the Board determines that such increase is no longer in the best interests of the company and our stockholders.

If approved, the amendment would amend and restate paragraph A of Article IV of the Amended and Restated Certificate of Incorporation as follows:

“A. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the Corporation is authorized to issue is 210,000,000 shares. 200,000,000 shares shall be Common Stock, each having a par value of $0.0001. 10,000,000 shares shall be Preferred Stock, each having a par value of $0.0001.”

Reasons for the Proposal

The Board believes it is in the best interests of the company to increase the number of authorized shares of our common stock in order to provide our company greater flexibility in considering and planning for future corporate needs, including, without limitation, the issuance of shares in connection with equity financings, and the issuance of shares in connection with strategic or other general corporate transactions. If the number of authorized shares of our common stock is not increased, as noted above, as of February 29, 2020 we would have approximately 21,973,678 shares of our common stock available for such uses. The Board believes that this is an insufficient number of shares to provide flexibility that could benefit our stockholders. The Board believes that additional authorized shares of common stock will enable the company to take timely advantage of market conditions and favorable financing and strategic opportunities that may become available to us without the delay and expense associated with convening a special meeting of our stockholders. We do not have any current commitment, arrangement, understanding or agreement regarding the issuance of the additional shares that would result from adoption of the proposed amendment.

Possible Effects of the Proposal

The proposed amendment to increase the authorized number of share of our common stock could, under certain circumstances, have an anti-takeover effect or delay or prevent a change in control of the company by providing the company the capability to engage in actions that would be dilutive to a potential acquirer, to pursue alternative transactions, or to otherwise increase the potential cost to acquire control of the company. We do not have any current intention, plan, commitment, arrangement, understanding or agreement to employ the additional

unissued authorized shares as an anti-takeover device. The Board would act in the best interests of stockholders if any such takeover attempt were made, and is not aware of any current attempt to take control of the company The proposed amendment has been prompted by business and financial considerations.

The increase in authorized common stock will not have any immediate effect on the rights of existing stockholders or change the number of shares of common stock outstanding. However, the Board may issue authorized common stock without requiring future stockholder approval of such issuances, except as may be required by the Certificate of Incorporation and applicable law and regulations. To the extent that the additional authorized shares are issued in the future other than in connection with a stock dividend, they will decrease the existing stockholders’ percentage equity ownership and, depending upon the price at which they are issued as compared to the price paid by existing stockholders for their shares, could be dilutive to our existing stockholders. The holders of common stock have no preemptive rights to subscribe for or purchase any additional shares of common stock that may be issued in the future. The proposed amendment to increase the authorized number of shares of common stock does not change the number of shares of preferred stock that the company is authorized to issue.

Recommendation of the Board

For the reasons stated above, the Board recommends that the stockholders vote in favor of amending our Amended and Restated Certificate of Incorporation to increase the authorized number of shares of our common stock.

Voting

Approval of this Proposal 4 requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 4.

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 Boardboard of Directorsdirectors must qualify as “independent,” as affirmatively determined by the Board of Directors.Board. 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 sixfour directors were independent directors within the meaning of the applicable Nasdaq listing standards during 2019 and through their resignations in January 2020: Dr. Robert Booth, Dr. Carl Goldfischer, Dr. Evan Stein, and Mr. Robert Weiland. In addition, the Board has affirmatively determined that the following four directors are independent directors within the meaning of the applicable NASDAQNasdaq listing standards: Dr. Goldfischer, Dr. Stein,Ms. Caroline Loewy, Mr. Paul Truex, Mr. Kurt von Emster Mr. Weiland and Dr. Robert Wills. In making this determination,these determinations, the Board found that none of these directors, former 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 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 annually assess the composition of the Board, 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 BOARDOF DIRECTORS THE BOARD

The CymaBay Board of Directors met sixseven times during the last fiscal year.2019. 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 the portion2019. Two of the last fiscal year for which he was a director or committee member. One director who was a member ofthen nine directors attended the Board at the time of the 20152019 annual meeting, of stockholders attended the meetingeither in person.

Audit Committee

The Audit Committee of the CymaBay 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; reviewreviews 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 iswas composed of four directors:directors in 2019: 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 four times during the fiscal year.2019. The Audit Committee is currently composed of three directors: Ms. Loewy (Chair), Mr. Truex and Dr. Wills. 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 CymaBay 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 2019 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 during 2019 Dr. Goldfischer qualifiesqualified 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. The Board has also determined that Ms. Loewy, the current Chair of the Audit Committee is qualified as an “Audit Committee financial expert,” as defined in applicable rules and regulations promulgated by the SEC, and satisfies the financial sophistication requirements of the Nasdaq listing standards. For Ms. Loewy, the Board made a qualitative assessment of her individual levels of knowledge and experience, based on a number of factors, including her respective formal education and the fact that Ms. Loewy was formerly a chief financing officer for multiple public companies.

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 2020, the Audit Committee hasmet, reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2015,2019 and the audited internal controls over financial reporting as of December 31, 2019, 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,Communications with Audit Committees, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). and the Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding 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 consolidated financial statements be included in CymaBay’s Annual Report on Form10-K for the fiscal year ended December 31, 2015.2019.

Dr. Carl GoldfischerCaroline Loewy (Chair)

Dr. Hari KumarPaul Truex

Mr. Kurt von EmsterRobert Wills

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Compensation Committee

The Compensation Committee isduring 2019 was composed of threefour directors: Mr. Truex (Chair), Dr. Wills,Booth, Dr. Goldfischer and Dr. Wills. The current members of the Compensation Committee are Mr. Truex.Truex (Chair) and Dr. Wills. All members of CymaBay’s Compensation Committee are, (and Dr. Lange and Dr. Penhoetduring 2019 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 oncetwice during 2015.2019. 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 CymaBay 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 20152019 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 isNasdaq. MMA served as an independent compensation consultant that serves as ain connection with setting executive compensation resource available to the Compensation Committee on an hourly basis.for 2019. 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 Board for its consideration.

Compensation Policies and Practices as They Relate to Risk Management

In 2019, 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 its consideration

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

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.

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PROPOSAL 2POLICY 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.

RATIFICATIONOF SELECTIONOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCOMPENSATION 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 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 or Compensation Committee.

DIRECTOR COMPENSATION

The Audit Committee of the Board of Directors has selected Ernst & Young LLP as CymaBay’s independent registered public accounting firmfollowing table shows for the fiscal year endingended December 31, 2016, 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. 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 Bylaws 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 LLP2019, certain information with respect to the stockholders for ratificationcompensation of each person serving as a matternon-employee director 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 auditors at any timeCymaBay 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 FEESAND SERVICES

The following table represents aggregate fees billed to CymaBay for the fiscal years ended December 31, 2015, and December 31, 2014, by Ernst & Young LLP, CymaBay’s principal accountant.2019:

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, 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 butwill be subject to vesting as determined by the decision must be reported toBoard or the full AuditCompensation Committee at its next scheduled meeting.on the date of grant, generally vesting over 12 months for annual grants, and vesting over 36 months for initial grants.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 2.

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EXECUTIVE OFFICERSOFTHE REGISTRANTEXECUTIVE OFFICERS

The following table sets forth certain information concerning our executive officers as of AprilMarch 15, 2016:2020:

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, with Hoffmann-La Roche, and with Pasteur-Merieux Serums & Vaccines. Dr. Boudes received his M.D. from the University of Aix-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.

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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.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows information regarding the compensation earned during the fiscal years ending December 31, 2019 and 2018, by our principal executive officer (Mr. Shah), our two other highest paid executive officers who were serving as executive officers at December 31, 2019, and up to two additional persons who would have otherwise satisfied the above criteria but were not executive officers on December 31, 2019. The officers listed below are collectively referred to herein as the “named executive officers.”

SECURITY OWNERSHIPOFBase Salaries

Our Compensation Committee recognizes the importance of base salary as an element of compensation to provide 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 base 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 acompany-wide cost-of-living increase. Additional changes were based on the overall individual performance of the executives 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. For 2019, the annual base salaries of our named executive officers were set by our Board, upon the recommendation of our Compensation Committee. 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 our independent compensation consultant, Marsh & McLennan Agency (“MMA”) in conjunction with the 2019 compensation analysis. Finally, the salary of Ms. Dickinson was increased a further 2.5% to compensate her for expanded responsibilities following her January 2019 promotion to Chief Regulatory and Compliance Officer.

For 2019 and 2018, the annualized base salaries for each of our named executive officers as of December 31 of the applicable year were as follows:

The Compensation Committee determines target cash incentive 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 cash incentive amounts at levels the Board and Compensation 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 cash incentive amounts (as a percentage of base salary) for named executive officers in 2018 because the Board, upon the recommendation of the Compensation Committee, determined that they offered sufficient incentives; thus, the target cash incentive amounts as a percentage of base salary remained unchanged from 2017 to 2018; at 35% for each of our named executive officers.

In 2019, the Board, upon the recommendation of the Compensation Committee, increased the 2019 annual cash incentive target percentage for Mr. Shah to 60% (from 35%), and for Dr. Boudes, Dr. McWherter and Ms. Dickinson to 40% (from 35%) to better align their target cash incentive percentage with similarly situated executives as a result of the 2019 Benchmarking Analysis. Mr. Shah’s previous target cash incentive 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. Ms. Dorling’s target cash incentive percentage was determined in negotiation with her in connection with her joining our company. The Board, upon the recommendation of the Compensation Committee, determined the cash incentive payouts to be 50% of each executive’s target cash incentive percentage; accordingly, the percentage cash incentive payout for 2019 performance was 30% for Mr. Shah and 20% for each of Dr. McWherter and Ms. Dickinson. Each of Ms. Dorling and Dr. Boudes left the company in 2019 and received a portion of their target annual cash incentive pursuant to the terms of their severance arrangements.

Stock Option Grants

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 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 grants made to each of our named executive officers in connection with our 2018 annual grant program are set forth in the below table. In 2019, for each of our executive officers, the Board, upon the recommendation of the Compensation Committee, approved the below listed equity grants to our named executive officers as a result of our 2019 annual grant program:

OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

The following table presents the outstanding equity awards held by each of the named executive officers as of December 31, 2019, other than Dr. Boudes, as his equity awards had all terminated prior to December 31, 2019. None of our executive officers held stock awards.

Basic Terms

The employment letter agreements with each of our named executive officers provide for (i) an annual base salary, which is subject to review and change, as determined by our Board or Compensation Committee, (ii) eligibility for an annual target-based cash incentive equal to a percentage of such officer’s base salary and (iii) eligibility to participate in the company’s benefit plans and arrangements, including fully-paid individual health insurance premiums. Each of the employment letter agreements provide for“at-will” employment of the named executive officer, meaning that either we or the named executive officer may terminate employment at any time, with or without notice and with or without cause. As a result of theat-will nature of the relationship, the employment letters agreements do not have a guaranteed term of employment.

Change in Control and Termination-Related Provisions

CERTAIN BENEFICIAL OWNERSTermination for Any Reason

Upon any termination of employment, each named executive officer is entitled to receive accrued but unpaid salary (including payment of accrued but unused vacation days), such officer’s vested equity awards and any other accrued benefits under the company’s benefit plans or such officer’s employment letter agreement. If the termination is by the named executive officer without good reason, all unvested equity awards held by the named executive officer would be forfeited and such officer would have three months (or, in each case, the remaining term of the options if shorter) following termination to exercise any vested options.

Termination Without Cause or Resignation for Good Reason

In the event that a named executive officer is terminated by the company without cause, or such officer resigns with good reason, such officer will be entitled to receive (i) cash severance in an amount equal to up to 12 months of such officer’s base salary, payable over up to 12 months, (ii) continued health benefits for up to 12 months following termination, (iii) apro-rated cash incentive payment (not less than 9 months) at 100% of their target cash incentive, (iv) equity acceleration equal to 12 months of additional vesting and (v) accrued but unpaid salary (including payment of accrued but unused vacation days). All unvested equity awards held by the named executive officer as of the date of termination (other than those subject to acceleration as set forth in (iv) above) would be forfeited and such officer would have three months (or, in each case, the remaining term of the options if shorter) following termination to exercise any vested options. In addition, the timing of payments may be modified by us to comply with Section 409A of the Code. As a result of the terminations of Dr. Boudes in September 2019 and Ms. Dorling in December 2019, their severance provisions as described herein were triggered.

Change in Control Acceleration

In the event of a change in control of the company, 50% of the unvested equity of each named executive officer will accelerate as of the date of the change in control of the company.

Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control

In the event that a named executive officer is terminated by the company without cause or such officer resigns with good reason, in each case within 12 months following a change in control, such officer will be entitled to receive (in lieu of the benefits described in “—Termination Without Cause or Resignation for Good Reason” above) (i) cash severance in an amount equal to up to 12 months of such officer’s base salary, payable over up to 12 months, (ii) continued health benefits for up to 15 months following termination, (iii) a cash incentive payment equal to 125% of the officer’s target cash incentive, (iv) equity acceleration of the remainder of the unvested equity that the named executive officer held on the date of the change in control and (v) accrued but unpaid salary (including payment of accrued but unused vacation days). Payments of the severance benefits described in (i)-(iii) above will not commence until the 60^th day after termination, at which time acatch-up payment for the accrued benefits until that date will be paid. All unvested equity awards held by the named

executive officer as of the date of termination (other than those subject to acceleration as set forth in (iv) above) would be forfeited and such officer would have three months (or, in each case, the remaining term of the options if shorter) following termination to exercise any vested options. In addition, the timing of payments may be modified by us to comply with Section 409A of the Code.

Gross-Up Payments

If any amounts owed to a named executive officer as a result of a termination in connection with a change in control of the company would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the named executive officer is entitled to receive from the company an additional payment (the“Gross-Up Payment”) in an amount equal to (i) all Excise Taxes (including any interest or penalties imposed with respect to such taxes) on the payment (the “First Reimbursement Payment”), (ii) all federal, state and local income taxes and employment taxes on the First Reimbursement Payment, and (iii) all Excise Taxes (including any interest or penalties imposed with respect to such taxes) on the First Reimbursement Payment.

Release of Claims

Eligibility for the severance payments and severance benefits described above is conditioned upon the execution by the named executive officer and effectiveness, within a specified period of time following termination, of a general release of claims in favor of the company.

Termination in the Event of Death or Disability

In the event of termination by reason of a named executive officer’s death or disability, such officer will be entitled to receive the same benefits as described under “—Termination for Any Reason” above, except that such officer (or such officer’s estate or legal representative, as applicable) would have 12 months (in the case of termination due to disability) or 18 months (in the event of termination due to death) (or, in each case, the remaining term of the options if shorter) following termination to exercise any vested options.

Definitions

Under the employment letter agreements with our named executive officers:

Offer Letters; Acceleration of Equity Awards

The election of individuals constituting a majority of our board of directors in opposition to directors nominated by our board of directors would not constitute a change in control transaction under the terms of the offer letters with our executive officers, and therefore would not trigger the payments to the executive officers described in the section entitled “—Change in Control and Termination-Related Provisions”.

The election of individuals constituting a majority of our board of directors in opposition to directors nominated by our board of directors would constitute a change in control transaction under the 2013 Equity Incentive Plan, which provides that stock awards issued under the 2013 Equity Incentive Plan may be subject to additional acceleration of vesting and exercisability as may be provided in the applicable stock award agreement or other written agreement with the participant; provided, further, that if there is a definition of a change in control transaction in an individual written agreement between CymaBay and the participant with respect to a stock award under the 2013 Equity Incentive Plan, the definition in such individual agreement will supersede the definition in the 2013 Equity Incentive Plan. Since the definition of a change in control transaction under the offer letters controls, the stock awards under the 2013 Equity Incentive Plan held by the executive officers will not accelerate. Additionally, none of the stock awards issued to our non-employee directors under the 2013 Equity Incentive Plan is subject to acceleration upon a change in control transaction.

Employee Agreements on Confidential Information and Inventions

Each of our named executive officers has entered into an agreement with us with respect to proprietary information and inventions. Among other things, these agreements obligate each named executive officer to refrain from disclosing any of our proprietary information received during the course of employment and to assign to us any inventions conceived or developed during the course of employment.

Perquisites, Health, Welfare and Retirement Benefits

Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. CymaBay provides a 401(k) plan to our employees, including our named executive officers. CymaBay matches 100% of a participant’s contributions, including our named executive officers, to the 401(k) plan up to a maximum annual matching contribution of $750. In addition, CymaBay reimburses our employees, including our named executive officers, for reasonable business expenses incurred in the discharge of their duties in accordance with the general practices and policies of CymaBay and subject to CymaBay’s annual expense budget.

CymaBay generally does not provide perquisites or personal benefits to our named executive officers, except in limited circumstances. CymaBay does, however, pay the premiums for term life insurance and disability insurance for all of our employees, including our named executive officers. In addition, each of our named executive officers is entitled to participate in an individual disability income protection plan, the premiums of which are paid by CymaBay.

SECURITY OWNERSHIP OF CERTAIN 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, 2020, by: (i) each directorof our directors and nomineenominees 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, 2015,2019, which consists of our 2003 Equity Incentive Plan and 2013 Equity Incentive Plan.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCETRANSACTIONS WITH RELATED PERSONS

Section 16(a) of the Exchange Act requires CymaBay’s directorsRelated-Person Transactions Policy 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, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with; except that six reports, covering an aggregate of five transactions, were filed late by Dr. Boudes, Dr. Martin, Dr. Kumar, Dr. Goldfischer, Mr. von Emster and Mr. Rosemark.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Summary Compensation Table

The following table shows information regarding the compensation earned during the fiscal years ending December 31, 2015 and 2014, by (i) our Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) our Senior Vice President and Chief Scientific Officer, each of whom were serving as executive officers in 2015. The officers listed below are collectively referred to herein as the “Named Executive Officers.”