KYMERA THERAPEUTICS, INC.

200 Arsenal Yards Blvd., Suite 230

Watertown, MA 02472

NOTICE OF 20222023 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

To be held June 15, 20222023

Notice is hereby given that the 20222023 Annual Meeting of Stockholders,Shareholders, or Annual Meeting, of Kymera Therapeutics, Inc., will be held online on June 15, 20222023 at 9:00 a.m. Eastern Time. Given the current unpredictability and continuing concerns surrounding the COVID-19 pandemic, theThe Annual Meeting will be a virtual meeting, which will be conducted via live webcast. You will be able to attend the meeting online and vote electronically at www.virtualshareholdermeeting.com/KYMR2022KYMR2023.

The purpose of the Annual Meeting is the following:

StockholdersShareholders of record at the close of business on April 18, 2022,2023, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of the twofour nominees for class IIIII directors; “FOR” the advisory resolution to approve the compensation of our named executive officers, as disclosed in the accompanying proxy statement; “FOR” the recommendation, on an advisory basis, that future votes on the compensation of our named executive officers be on a yearly basis; and “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2022,2023, as disclosed in the accompanying proxy statement.

We are pleased to comply with the rules of the Securities and Exchange Commission that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are mailing to our stockholdersshareholders a Notice of Internet Availability of Proxy Materials, or Notice of Availability, instead of a paper copy of our proxy materials and our Annual Report for the fiscal year ended December 31, 2021,2022, or the 20212022 Annual Report. We will mail the Notice of Availability on or about April 29, 2022,27, 2023, and it contains instructions on how to access those documents and to cast your vote over the Internet. This process allows us to provide our stockholdersshareholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you would like to receive a printed copy of our proxy materials, including our proxy statement, our 20212022 Annual Report and a form of proxy card, free of charge, please follow the instructions on the Notice of Availability.

of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting. You will not be able to attend the Annual Meeting in person.

Your vote is important. Whether or not you are able to attend the Annual Meeting and vote your shares online, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy over the Internet or by telephone as described in the instructions included in the Notice of Availability or by signing, dating and returning the proxy card. Voting promptly will help avoid the additional expense of further solicitation to ensure a quorum at the meeting.

Watertown, Massachusetts

April 29, 202227, 2023

Table of Contents

KYMERA THERAPEUTICS, INC.

200 Arsenal Yards Blvd., Suite 230

Watertown, MA 02472

PROXY STATEMENT

FOR THE 20222023 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

TO BE HELD JUNE 15, 20222023

This proxy statement contains information about the 20222023 Annual Meeting of Stockholders,Shareholders, or the Annual Meeting, of Kymera Therapeutics, Inc., which will be held on June 15, 20222023 at 9:00 a.m. Eastern Time. Given the current unpredictability and continuing concerns surrounding the COVID-19 pandemic, theThe Annual Meeting will be a virtual meeting, which will be conducted via live webcast. You will be able to attend the meeting online and vote electronically at www.virtualshareholdermeeting.com/KYMR2022KYMR2023. The board of directors of Kymera Therapeutics, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Kymera Therapeutics,” “we,” “us,” and “our” refer to Kymera Therapeutics, Inc. The mailing address of our principal executive office is Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472.

In order to attend the Annual Meeting virtually, you will be required to enter the control number provided in the Notice of Internet Availability of Proxy Materials, or Notice of Availability, or the proxy card at www.virtualshareholdermeeting.com/KYMR2022KYMR2023. Beneficial owners of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Please see the “General Information” section of the proxy statement for more details regarding the logistics of the virtual Annual Meeting. You will not be able to attend the 20222023 Annual Meeting in person.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.

We made this proxy statement and our Annual Report to StockholdersShareholders for the fiscal year ended December 31, 20212022 available to stockholdersshareholders on or about April 29, 2022.27, 2023.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of StockholdersShareholders to be Held on June 15, 2022:2023:

This proxy statement and our 20212022 Annual Report to StockholdersShareholders are

available for viewing, printing and downloading at www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, as filed with the Securities and Exchange Commission, or the SEC, except for exhibits, will be furnished without charge to any stockholdershareholder upon written request to Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20212022 are also available on the SEC’s website at www.sec.gov.

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KYMERA THERAPEUTICS, INC

PROXY STATEMENT

FOR THE 20222023 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

GENERAL INFORMATION

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

We have elected to provide access to our proxy materials to our stockholdersshareholders via the Internet. Accordingly, on or about April 29, 2022,27, 2023, we will begin mailing the Notice of Availability. Our proxy materials, including the Notice of the 20222023 Annual Meeting of Stockholders,Shareholders, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank or other nominee), a voting instruction form, and the 20212022 Annual Report to Stockholders,Shareholders, or the 20212022 Annual Report, will be mailed or made available to stockholdersshareholders on the Internet on or about the same date.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, for most stockholders,shareholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our proxy materials. Therefore, the Notice of Availability was mailed to holders of record and beneficial owners of our common stock starting on or about April 29, 2022.27, 2023. The Notice of Availability provides instructions as to how stockholdersshareholders may access and review our proxy materials, including the Notice of the 20222023 Annual Meeting of Stockholders,Shareholders, this proxy statement, the proxy card and our 20212022 Annual Report, on the website referred to in the Notice of Availability or, alternatively, how to request that a printed copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Availability also provides voting instructions. In addition, stockholdersshareholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholdershareholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice of Availability and our Notice of the 20222023 Annual Meeting of Stockholders,Shareholders, this proxy statement and our 20212022 Annual Report are available on our website, no other information contained on either website is incorporated by reference in, or considered to be a part of, this proxy statement.

Who is soliciting my vote?

Our board of directors is soliciting your vote for the Annual Meeting.

When is the record date for the Annual Meeting?

The record date for determination of stockholdersshareholders entitled to vote at the Annual Meeting is the close of business on, April 18, 2022.2023.

How many votes can be cast by all stockholders?shareholders?

There were 51,721,82755,291,099 shares of our common stock, par value $0.0001 per share, outstanding on April 18, 2022,2023, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting of the StockholdersShareholders on June 15, 2022,2023, or the Annual Meeting. Each stockholdershareholder of record is entitled to one vote for each share of our common stock held by such stockholder.shareholder. None of our shares of undesignated preferred stock were outstanding as of April 18, 2022.2023.

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How do I vote?

If you are a stockholdershareholder of record, there are several ways for you to vote your shares.

If the Annual Meeting is adjourned or postponed, the deadlines above may be extended.

If you are a beneficial owner of shares held in “street name” by your broker, bank or other nominee, you should

have received a voting instruction form with these proxy materials from your broker, bank or other nominee rather than from us. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares will depend on the voting processes of the broker, bank or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction form and any other materials that you receive from that organization. If you hold your shares of Kymera Therapeutics common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.

If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement, and as the persons named as proxies in the proxy card may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

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How can I virtually attend the Annual Meeting?

To attend and participate in the Annual Meeting, stockholdersshareholders will need to access the live webcast of the meeting. To do so, stockholdersshareholders of record will need to visit www.virtualshareholdermeeting.com/KYMR2022 KYMR2023and enter the control number provided in the Notice of Availability. Beneficial owners of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares.

represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting.

Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

How is the vote counted?

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Fourth Amended and Restated Certificate of Incorporation, or certificate of incorporation, or bylaws.

proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors.

Proposal Two – Approval, on a Non-Binding, Advisory Basis, of the Compensation of our Named Executive Officers

Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” from voting on this proposal. If you abstain

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 16, 2024. Shareholder proposals and the required notice should be addressed to our Secretary at our principal executive offices at the address set forth above.

How can I know the voting results?

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

PROPOSAL NO. 1 — ELECTION OF CLASS IIIII DIRECTORS

Our board of directors currently consists of ten members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholdersshareholders in the year in which their term expires.

Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote at an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Our board of directors has nominated Jeffrey Albers, J.D.Bruce Booth, D.Phil., MBAElena Ridloff, CFA, John Maraganore, Ph.D. and Joanna Horobin, M.B., Ch.B.Nello Mainolfi, Ph.D. for election as the class IIIII directors at the Annual Meeting. BothAll of the nominees are currently directors, and both haveeach has indicated a willingness to continue to serve as a director, if elected. Steven Hall, Ph.D., who is currently serving on our board of directors, was not nominated for election at the Annual Meeting and his term as a director will end at the Annual Meeting.

Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. Our priority in selection of board members is identification of members who will further the interests of our stockholdersshareholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards.

Board Diversity Matrix

In accordance with Nasdaq’s new Board Diversity Rules (Rule 5605(f) and Rule 5606), the following Board Diversity Matrix presents our board diversity statistics. The rule’s minimum diversity objective is two diverse directors, including one who self-identifies as female, and one who self-identifies as either an underrepresented minority or LGBTQ+. “Underrepresented Minority” means an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities. “Two or More Races or Ethnicities” means a person who identifies with more than one of the following categories: White (not of Hispanic or Latinx origin), Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander. Our board currently includes twothree directors who self-identify as female, and no directors that self-identifyone director who self-identifies as an underrepresented minority or as LGBTQ+.

In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Kymera Therapeutics and our board of directors.

Nominees for Election as Class IIIII Directors

The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2022.2023.

Jeffrey Albers, J.D., MBA. Mr. Albers has served as a member of our board of directors since July 2020. Mr. Albers has more than 15 years of experience bringing important new medicines to patients with cancer and rare diseases in leadership roles in the biopharmaceutical industry. He has served as Executive Chairman of the board of directors of Blueprint Medicines Corp., or Blueprint, since April 2022 and previously served as Blueprint’s President and Chief Executive Officer from July 2014 to April 2022, and as a member of the board of directors since July 2014. He led the research-stage company through an initial public offering and now to a fully

of Atlas Venture. Previously, from 2004 to 2005, Dr. Booth was a principal at Caxton Health Holdings L.L.C., a healthcare-focused investment firm, where he focused on the firm’s venture capital activities. Dr. BoothHe is currently serves as chairman of AVROBIO Inc. and Vigil Neuroscience, Inc. and serves on the Board of Magenta Therapeutics Inc. He also serves on the board of several public and privately held companies, including Magenta Therapeutics, Inc., AvroBio, Inc., Nimbus Therapeutics, LLC, HotSpot Therapeutics, Inc., Arkuda Therapeutics, Inc., Vigil Neurosciences, Inc., Matchpoint Therapeutics, Inc. and Sionna Therapeutics, Inc. Dr. Booth previously served on the boards of directors of Miragen Therapeutics, Inc. and Zafgen, Inc. Dr. Booth holds a D.Phil. in molecular immunology from Oxford University’s Nuffield Department of Medicine and a B.S. in biochemistry from Pennsylvania State University. Dr. Booth’s qualifications to sit on our board of directors include his extensive leadership, executive, managerial and business experience with life sciences companies, including experience in the formation, development, and business strategy of multiple start-up companies in the life sciences sector.

Nello Mainolfi, Ph.D.Dr. Mainolfi has served as our co-founder, President, Chief Executive Officer and a member of our board of directors since November 2019. Previously, Dr. Mainolfi served as President and Chief Scientific Officer from June 2019 to November 2019, Chief Scientific Officer from January 2019 to June 2019, Chief Technology Officer from October 2017 to January 2019, and Vice President of Drug Discovery from May 2016 to September 2017. Prior to founding Kymera, Dr. Mainolfi was an entrepreneur in residence at Atlas Venture from January 2016 to June 2018 and has since transitioned to a role as an advisor. From January 2015 to April 2016, Dr. Mainolfi also held various roles at Raze Therapeutics, Inc., including as the Senior Director, Head of Drug Discovery from January 2016 to April 2016 and as Director, Head of Chemistry from January 2015 to January 2016. Prior to that, Dr. Mainolfi worked at the Novartis Institutes for Biomedical Research from October 2007 to January 2015, leading teams to identify multiple novel potential medicines that have entered clinical development across a series of disease areas. Dr. Mainolfi holds a Ph.D. from King’s College, University of London and a BSc from Queen Mary, University of London. We believe Dr. Mainolfi is qualified to serve as a member of our board of directors due to his significant history with the company, as well as his extensive experience in drug development and the life sciences industry.

John Maraganore, Ph.D. has served as a member of our board of directors since January 2022. Dr. Maraganore is currently a Venture Partner at ARCH Venture Partners, a Venture Advisor at Atlas Ventures, and an Executive Partner at RTW Investments. Previously, Dr. Maraganore served as the Chief Executive Officer and a member of the Board of Directors of Alnylam Pharmaceuticals, Inc. from December 2002 to December 2021, and as President of Alnylam from December 2002 to December 2007. He currently serves on the Alnylam Scientific Advisory Board. Dr. Maraganore is a member of the Board of Directors of Agios Pharmaceuticals, Inc., Beam Therapeutics Inc. and a member on the Board of the Biotechnology Industry Organization, of which he was previously Chair, and as a member of the BIO Executive Committee. He also previously served on the board of directors of bluebird bio, Inc. from January 2012 to September 2017. Dr. Maraganore holds a B.A. in biological sciences from the University of Chicago and an M.S. and a Ph.D. in biochemistry and molecular biology from the University of Chicago. We believe that Dr. Maraganore’s experience as chief executive officer of a public biotechnology company and as a board member of other public biotechnology companies qualify him to serve as a member of our board of directors.

Elena Ridloff, CFA. Ms. Ridloff has served as a member of our board of directors since March 2021. Ms. Ridloff has served as the Chief Financial Officer of Sionna Therapeutics, Inc., a life sciences company, since September 2021. Ms. Ridloff previously served as the Executive Vice President, Chief Financial Officer of ACADIA Pharmaceuticals Inc., or ACADIA, a publicly traded pharmaceutical company. Ms. Ridloff joined ACADIA in April 2018 as Senior Vice President, Investor Relations, where she led investor and financial communications activities, and served as ACADIA’s Chief Financial Officer from October 2018 to September 2021. Before ACADIA, Ms. Ridloff held various roles at Alexion Pharmaceuticals, Inc., or Alexion, including

serves on the Alnylam Scientific Advisory Board. Dr. Maraganore is a member of the Board of Directors of Agios Pharmaceuticals, Inc., Beam Therapeutics Inc., ProKidney Corp., and Takeda Pharmaceuticals, and a member on the Board of the Biotechnology Industry Organization, of which he was previously Chair, and as a member of the BIO Executive Committee. He also previously served on the board of directors of bluebird bio, Inc. from January 2012 to September 2017. Dr. Maraganore holds a B.A. in biological sciences from the University of Chicago and an M.S. and a Ph.D. in biochemistry and molecular biology from the University of Chicago. We believe that Dr. Maraganore’s experience as chief executive officer of a public biotechnology company and as a board member of other public biotechnology companies qualify him to serve as a member of our board of directors.

Vote Required and Board of Directors’ Recommendation

The four nominees for class III director who receive the most “FOR” votes (also known as a plurality) will be elected. Shares that are voted “withheld” and broker non-votes will have no effect on the election of directors.

The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as directors, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.

The proposal for the election of directors relates solely to the election of class III directors nominated by our board of directors.

The board of directors recommends voting “FOR” the election of Bruce Booth, D.Phil., Nello Mainolfi, Ph.D., Elena Ridloff, CFA, and John Maraganore, Ph.D. as the class III directors, to serve for a three-year term ending at the annual meeting of shareholders to be held in 2026.

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Directors Continuing in Office

The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2023.

Class I Directors (Term Expires at the 2024 Annual Meeting of Shareholders)

Pamela Esposito, Ph.D. Dr. Esposito has served as a member of our board of directors since September 2020. She has served as Chief Business Officer of Replimune Group, Inc. since 2015. Dr. Esposito is also a member of the board of directors of Accent Therapeutics, a private oncology company. Previous to her position at Replimune, she was Chief Business Officer at Ra Pharmaceuticals, Inc. from 2013 to 2015. As a member of Ra Pharmaceuticals, Inc.’s senior management team, Dr. Esposito played a leadership role in strategy, helping Ra Pharmaceuticals, Inc. transform from a discovery platform to a clinical-stage company. Prior to Ra Pharmaceuticals, Inc., from 2010 to 2011, she was Vice President of Business Development at BioVex Group, Inc. Dr. Esposito earned a Ph.D. in Pharmacology from Tufts University School of Medicine in 2002 and a B.A. in Biochemistry/Molecular Biology from Dartmouth College. We believe Dr. Esposito is qualified to serve on our board of directors because of her extensive experience in the life sciences industry in operational roles for high-growth life science companies.

Gorjan Hrustanovic, Ph.D. Dr. Hrustanovic has served as a member of our board of directors since March 2020. Dr. Hrustanovic is a Managing Director at BVF Partners L.P. where he focuses on biotechnology and therapeutic investments. Dr. Hrustanovic is a member of the board of directors of Olema Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, as well as Rain Therapeutics, Inc., a publicly traded biopharmaceutical company, and serves as a member or observer on the boards of directors of several privately held companies. Dr. Hrustanovic received his B.S. in molecular biology and economics/management science from the University of California, San Diego and a Ph.D. in Biomedical Sciences, Cancer Biology and Cell Signaling from the University of California, San Francisco. We believe Dr. Hrustanovic is qualified to serve as a member of our board of directors due to his experience in the life sciences industry as a venture capitalist and a director.

Victor Sandor, M.D.C.M. Dr. Sandor has served as a member of our board of directors since November 2022. He was most recently Chief Medical Officer at Array Biopharma, Inc. prior to its acquisition in 2019 by Pfizer Inc. Dr. Sandor is also a member of the board of directors of Prelude Therapeutics Incorporated, a publicly traded precision oncology company, ADCT Therapeutics SA, a publicly traded antibody drug conjugate company and Merus N.V., a publicly traded oncology company. He also serves as a member on the board of directors of a privately held company. Prior to joining Array, Dr. Sandor was Senior Vice President for Global Clinical Development at Incyte Corporation. Dr. Sandor was also Vice President and Chief Medical Officer for Oncology at Biogen Idec and held positions of increasing responsibility in oncology product development at AstraZeneca. Dr. Sandor received his M.D.C.M. from McGill University and completed his fellowship in Medical Oncology at the National Institutes of Health. We believe Dr. Sandor is qualified to serve as a member of our board of directors due to his medical expertise and extensive industry experience.

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Class II Directors (Term Expires at the 2025 Annual Meeting of Shareholders)

Jeffrey Albers, J.D., MBA. Mr. Albers has served as a member of our board of directors since July 2020. Mr. Albers has more than 20 years of experience bringing important new medicines to patients with cancer and rare diseases in leadership roles in the biopharmaceutical industry. He is currently serving as the Chair of the board of directors of Blueprint Medicines Corp., or Blueprint, and previously served as Blueprint’s Executive Chair from April to December 2022 and Chief Executive Officer from 2014 to 2022, and as a member of the board of directors since July 2014. During that time, he led the research-stage company through an initial public offering and now to a fully integrated, global biotechnology company. Mr. Albers previously served as President of Algeta ASA from January 2012 to April 2014, where he oversaw the successful commercial launch of a targeted cancer therapy prior to the company’s acquisition by Bayer. Prior to Algeta, he held senior commercial and corporate development positions at Genzyme (now a division of Sanofi) from July 2005 to November 2011, most recently as vice president of the U.S. hematology and oncology business unit. Earlier in his career from 2000 to 2005, Mr. Albers was a life sciences corporate attorney at Mintz Levin Cohn Ferris Glovsky & Popeo. He currently serves on the board of directors of Magenta Therapeutics, Inc., a publicly traded biotechnology company, and is Chair of the Board at Pheon Therapeutics, Inc. and MOMA Therapeutics, each a privately held biotechnology company. He currently serves as a Venture Partner at Atlas Venture and is on the Board of Advisors for Life Sciences Cares. He holds a B.S. from Indiana University and an MBA and J.D. from Georgetown University. We believe that Mr. Albers is qualified to serve on our board of directors due to his broad leadership experience in the life sciences industry.

Joanna Horobin, M.B., Ch.B. Dr. Horobin has served as a member of our board of directors since May 2018. Dr. Horobin served as the Senior Vice President and Chief Medical Officer of Idera Pharmaceuticals, Inc., or Idera, a publicly traded clinical-stage biopharmaceutical company focused on the clinical development, and ultimately the commercialization, of drug candidates for both oncology and rare disease indications, from November 2015 until July 2019. Prior to joining Idera, Dr. Horobin served as the Chief Medical Officer of Verastem, Inc., a publicly traded biopharmaceutical company focused on developing and commercializing medicines to improve the survival and quality of life of cancer patients, from September 2012 to July 2015. Dr. Horobin currently serves as a member of the board of directors of Liquidia Corporation, a publicly traded biotechnology company, a member of the board of Vyant Bio Inc., and chair of the board of directors of iOnctura SA. Dr. Horobin received her medical degree from the University of Manchester, England. We believe Dr. Horobin is qualified to serve on our board of directors due to her extensive industry experience and knowledge in drug development and commercialization.

Leigh Morgan Ms. Morgan has served as a member of our board of directors since July 2022. Leigh Morgan is a senior executive with experience scaling profitable, high performing organizations in domestic, global, and highly regulated market sectors. She has served as Chief Strategy & Operating Officer of Nia Tero Foundation since 2019 and from 2018 as an Executive in Residence. Prior to Nia Tero, she served as Chief Operating Officer of the Bill & Melinda Gates Foundation from September 2014 to May 2017. She brings deep strategy, operations, human resource, M&A, and public-private partnership competencies to risk/governance oversight roles in the biopharmaceutical sector. As an executive in prominent global brands, she also brings deep insight into the evolving role of business in society including diversity, equity and inclusion (DE&I). She holds a master’s degree in organizational development from the American University and a B.A. from Duke University. We believe Ms. Morgan is qualified to serve on our board of directors due to her experience in human resources, governance and scaling high performing organizations.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

Departing Director

The following table sets forth the principal occupation and business experience during the last five years of our departing director, Dr. Steven Hall, as well as his age as of April 1, 2022.13

Executive Officers Who Are Not Directors

The following table identifies our executive officers who are not directors and sets forth their current positions at Kymera Therapeutics and their ages as of April 1, 2022.15, 2023.

PROPOSAL NO. 2 – NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Exchange Act, our stockholdersshareholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. This is commonly known as a “Say-on-Pay”“Say-on-Pay” proposal.

At our 2022 Annual Meeting of Shareholders, our shareholders approved one year as the preferred frequency for holding non-binding advisory votes to approve the compensation of our named executive officers. 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, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are strongly aligned with our stockholders’shareholders’ interests and are consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. Accordingly, we are asking our stockholdersshareholders to vote for the following resolution:

RESOLVED, that the Company’s stockholdersshareholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 20222023 Annual Meeting of Stockholders,Shareholders, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

This vote is advisory, and therefore not binding on us, the board of directors, or our compensation and talent committee. However, our board of directors and compensation and talent committee value your opinion and intend to consider the outcome of the vote when making compensation decisions in the future.

Vote Required and Board of Directors’ Recommendation

A majority of the votes properly cast FOR this proposal is required to approve, on an advisory basis, the compensation of our named executive officers. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.

The board of directors recommends voting “FOR” Proposal No. 2 to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

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PROPOSAL NO. 3 – NON-BINDING, ADVISORY VOTE ON THE PREFERRED FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act and Section 14A of the Exchange Act also provide that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should hold future Say-on-Pay votes. We are asking our stockholders whether our future Say-on-Pay votes should occur every one, two, or three years. Stockholders may also abstain from voting.

The vote on this proposal is advisory; therefore, it is not binding on the Company, our board of directors or our compensation committee. We may determine in the future that it is in the best interests of the Company and our stockholders to hold Say-on-Pay votes more or less frequently than the frequency indicated by stockholders in voting on this proposal or as currently recommended by our board of directors. However, we plan to consider the results of the vote on this proposal in determining the frequency of our Say-on-Pay votes because we value the opinions of our stockholders.

Currently, we believe that it is in the best interests of the Company and our stockholders to hold a Say-on-Pay vote every year, and this is the frequency recommended by our board of directors. We believe this frequency will enable our stockholders to vote, on a non-binding, advisory basis, on our most recent executive compensation practices and decisions as presented in our annual proxy statements, which will lead to greater transparency and more meaningful and timely communication between the Company and our stockholders regarding the compensation of our named executive officers. Accordingly, we ask our stockholders to indicate their preferred voting frequency by voting for every “one year,” “two years,” or “three years” (or abstaining from voting) in response to the following resolution at the Annual Meeting:

RESOLVED, that the alternative of every one year, two years, or three years that receives the highest number of votes cast by stockholders in person or by proxy at this meeting will be deemed the preferred frequency with which the Company is to hold an advisory vote on the compensation of the Company’s named executive officers.

Vote Required and Board of Directors’ Recommendation

Stockholders will not be voting to approve or disapprove of the recommendation of our board of directors. The proxy card provides stockholders with the opportunity to choose among four options with respect to this proposal (holding the vote every one, two, or three years, or abstaining). The option that receives the highest number of votes properly cast will be deemed to be the frequency preferred by our stockholders. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.

The board of directors recommends a vote, on a non-binding, advisory basis, for “ONE YEAR” as the preferred frequency for the advisory vote on the compensation of our named executed officers.

From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During fiscal years 20212022 and 2020,2021, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.

Vote Required and Board of Directors’ Recommendation

A majority of the votes properly cast FOR this proposal is required to ratify the appointment of our independent public accountant. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.

The board of directors recommends voting “FOR” Proposal No. 43 to ratify the appointment of Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

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CORPORATE GOVERNANCE

Director Nomination Process

Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board of directors, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our board. The qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee recommended nominee for a position on our board of directors are as follows:

StockholdersShareholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices no later than the close of business on the 90^th90th day nor earlier than the close of business on the 120^th120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholdershareholder proposing the candidate. StockholderShareholder proposals should be addressed to Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472, Attention: Corporate Secretary. Assuming that biographical and background material have been provided on a timely basis in accordance with our bylaws, any recommendations received from stockholdersshareholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors determines to nominate a stockholdershareholder recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders.shareholders. See “Stockholder“Shareholder Proposals” for a discussion of submitting stockholdershareholder proposals.

Director Independence

Applicable Nasdaq Global Market, or Nasdaq, rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation and talent committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment

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in carrying

Our board of directors has designated Elena Ridloff, CFA as an “audit committee financial expert,” as defined

Nominating and Corporate Governance Committee

Bruce Booth, D. Phil.,Leigh Morgan, Pamela Esposito, Ph.D., Joanna Horobin, M.B., Ch.B. and Gorjan Hrustanovic, Ph.D. serve on the nominating and corporate governance committee, which is chaired by Bruce Booth, D.Phil.Leigh Morgan. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2021,2022, the nominating and corporate governance committee acted via written consent twofour times. The nominating and corporate governance committee’s responsibilities include:

The nominating and corporate governance committee considers candidates for board of director membership suggested by its members and our chief executive officer. Additionally, in selecting nominees for directors, the nominating and corporate governance committee will review candidates recommended by stockholdersshareholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our board of directors. Any stockholdershareholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Stockholder“Shareholder Proposals.” The nominating and corporate governance committee will also consider whether to nominate any person proposed by a stockholdershareholder in accordance with the provisions of our bylaws relating to stockholdershareholder nominations as described later in this proxy statement under the heading “Stockholder“Shareholder Proposals.”

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Identifying and Evaluating Director Nominees.Nominees

Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholdersshareholders each year in the class of directors whose term expires at the relevant annual meeting. The board of directors delegates the selection and

nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.

we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Board Leadership Structure and Board’s Role in Risk Oversight

Currently, the role of chairperson of the board is separated from the role of chief executive officer, and we plan to keep these roles separate. We believe that separating these positions allows our chief executive officer to focus

with Kymera Therapeutics’ management, or may take other action or no action as the director determines in good faith, using reasonable judgment and applying his or her own discretion.

Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

COMPENSATION DISCUSSION AND ANALYSIS

Our compensation and talent committee is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, including base salary, cash and equity incentive compensation levels, severance arrangements, change-in-control benefits and other forms of executive compensation. This committee is also responsible for evaluating our company’s performance against its goals and making related recommendations to our board of directors, assessing the performance of our named executive officers, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. This section discusses the principles underlying our compensation and talent committee’s policies and decisions with respect to the compensation of our named executive officers.

For 2021,2022, our named executive officers were as follows:

The following discussion should be read together with the compensation tables and related disclosures set forth below.

Fiscal Year 20212022 Performance Highlights and Achievement of 20212022 Corporate Goals

We are a biopharmaceutical company focused on discovering and developing novel small molecule therapeutics that selectively degrade disease-causing proteins by harnessing the body’s own natural protein degradation system. Our proprietary targeted protein degradation, or TPD, platform, which we refer to as Pegasus^™, allows us to discover highly selective small molecule protein degraders with activity against disease-causing proteins throughout the body. We believe that our small molecule protein degraders have unique advantages over existing therapies and our platform allows us to address a large portion of the human genome that was previously intractable with traditional modalities. We focus on biological pathways that have been clinically validated but where key biological nodes/proteins have not been drugged or inadequately drugged.

To date, we have utilized our Pegasus^™ platform to design novel protein degraders focused in the areas of immunology-inflammation and oncology, and we continue to apply our platform’s capabilities to additional therapeutic areas. We have a mission to drug all target classes in human cells using TPD. Our currentfirst three clinical stage programs are IRAK4, IRAKIMiD, and STAT3, which each address high impact targets within the interleukin-1 receptor/toll-like receptor, or IL-1R/TLR, and janus kinase/signal transducers and activators of transcription, or JAK/STAT, pathways, providing the opportunity to treat a broad range of immune-inflammatory diseases, hematologic malignancies, and solid tumors. Our fourth clinical program, MDM2, targets both solid and hematologic malignancies. Our programs exemplify our focus on addressing high impact targets that have been elusive to conventional modalities and that drive the pathogenesis of multiple serious diseases with significant unmet medical needs.

20212022 was a pivotal year for Kymera Therapeutics as we disclosed encouraging initial clinical data in patients for KT-474, dosed patients in our two lead oncology programs, IRAKIMiD and STAT3, announced IND clearance for our next oncology program, MDM2, and continued to progress our other lead product candidates, expandedexpand our pipeline of preclinical programs and augmentedaugment our drug development capabilities. We achieved these significant advancements while maintaining a well-capitalized balance sheet and growing our organization both in terms of size and functional capabilities since our initial public offering, or IPO, in August 2020.

Performance Highlights

Clinical Programs

We are developing KT-474, a highly active and selective, orally bioavailable IRAK4 degrader, for the treatment of IL-1R/TLR-driven immune-inflammatory conditions and diseases with high unmet medical need, initially including hidradenitis suppurativa, or HS, an inflammatory skin disease, as well asand atopic dermatitis, or AD, and rheumatoid arthritis.AD. In February 2021,2022, we initiated the single ascending dose, or SAD, portion ofcompleted our Phase 1 trial of KT-474, in adult healthy volunteers. In July 2021, we initiated the multiple ascending dose, or MAD, portion of the Phase 1 trial of KT-474 in healthy volunteers. We completed dose escalation in the SAD and MAD portions of this Phase 1 trial in December 20212022, Sanofi notified us of its intent to advance KT-474 into Phase 2 clinical trials. Phase 2 clinical trials of KT-474 will initially investigate its potential in HS and presented initial proof of biology, or POB, data at our Research and Development Day investor event that same month.AD, with the clinical trial for the first indication initiating in 2023.

We are developing another group of IRAK4 degraders, which we call IRAKIMiDs, with a unique profile that combines the activity of IRAK4 degradation and immunomodulatory imide drugs, or IMiDs, for the treatment of MYD88-mutated diffuse large B-cell lymphoma, or DLBCL. In 2022, patient enrollment and dosing commenced in the fourth quarterPhase 1a portion of 2021, the U.S. Food and Drug Administration, or FDA, accepted our investigational new drug, or IND, application for KT-413, permitting us to initiate a Phase 1 clinicalIRAKIMiD trial in patients with relapsed/refractory B cell lymphomas, including DLBCL.MYD88 DLBCL, and we shared initial clinical data in December 2022. Patient enrollment and dosing are ongoing, and we expect to provide additional clinical data in 2023.

We are developing selective STAT3 degraders for the treatment of hematological malignancies and solid tumors, as well as autoimmune diseases and fibrosis. In November 2021, we announced that we received FDA clearance2022, patient enrollment and dosing commenced in the Phase 1a portion of our investigational new drug applicable, or IND, to evaluate ourthe STAT3 degrader, KT-333, in a Phase 1 clinical trial in patients with relapsed/refractory liquid and solid tumors, including aggressive lymphomas.lymphomas, and we shared initial clinical data in December 2022. Patient enrollment and dosing are ongoing, and we expect to provide additional clinical data in 2023.

We are developing degraders that target MDM2 for the treatment of solid tumors and hematological malignancies. MDM2 is the crucial regulator of the most common tumor suppressor, p53, which remains intact (or wild type) in more than 50% of cancers. Unlike small molecule inhibitors, our MDM2 degrader, KT-253, has been shown preclinically to have the ability to overcome the MDM2 feedback loop and rapidly induce apoptosis, even with brief exposures. In December 2022, we announced that we received clearance from the FDA for our IND for KT-253. We plan to initiate a Phase 1 clinical trial of KT-253 in early 2023, which is designed to evaluate the safety, tolerability, PK/PD and clinical activity of KT-253 in adult patients with liquid and solid tumors.

Pre-Clinical Efforts

In addition to the three product candidatesfour programs described above, we continued the development of KT-253, a potentially first-in-class MDM2 degrader in development for liquid and solid tumors, as well as the progression of several discovery stage programs. We have a goal of generating at least one new IND per year while focusing on novel or previously intractable targets. In addition to unveiling our KT-253 program and continuing to progress other discovery stage programs across a variety of disease areas, we also disclosed in vivoproof-of-concept of tissue-selective target protein degradation utilizing a tissue-restricted E3 ligase in a program expected to enter development in 2022, and established a novel molecular glue discovery effort focused on rationally developing novel E3 ligase-based molecular glues.

Organizational Growth

As an organization, we successfully managed our growth with respect to headcount. Our organization continues to thoughtfully grow our workforce and invest in key areas across the business. Specifically, we grew from 141 employees at year-end 2021 to 167 full-time employees at year-end 2022, hiring for key strategic capabilities to support our growth and execute on our business objectives.

Financial Stability

As of December 31, 2021,2022, we had cash, cash equivalents and investments of approximately $568$560 million, followingwhich included a successfulprivate investment in public equity (PIPE) offering of $150 million that we completed in July 2021 in which we raised approximately $257 million.August 2022. In October 2021, we entered into a sales agreement pursuant to which we may offer and sell shares of our common stock having aggregate gross proceeds of up to $250.0 million from time to time in “at-the-market” offerings, to give our company more flexibility to raise additional capital as needed, subject to market conditions. In 2021,2022, we managed our cash expenditures substantially in line with our board-approved budget and our research and development plans while operating effectively as a public company since our IPOcompany.

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Corporate Goals and Key Outcomes

Annually, we establish goals for the upcoming calendar year. A subset of those goals is publicly announced, typically at a widely attended investor conference at the beginning of each year. Additional goals not included in August 2020.

Despite the challenges of operatingpublic presentation are also established, and collectively the publicly disclosed goals and those maintained internally form the company’s overall corporate goals. The Company often realizes achievements that were not specifically stated in a hybrid environment due to the COVID-19 pandemic, our organization has grown significantly with respect to the number of employeescorporate goals, but which are nonetheless important accomplishments, and those are also considered in 2021. Specifically, we grew from 75 at

For our STAT3 program, namely our drug candidate KT-333, our primary goal was to advancebegin patient enrollment and demonstrate proof-of-mechanism, which we had declared publicly and which we defined as the programmolecule’s ability to and through IND clearance, and, as a stretch goal, to first-in-human dosing. We alsodegrade the STAT3. Specifically, we established goals for target degradation in patients at tolerated doses. In December 2022, we shared STAT3 data that met our proof-of-mechanism goals, although with fewer patients than we had an objective to finalizeinitially anticipated.

Advance our oncology indication prioritization strategy across liquid and solid tumors. Our goals also included continued progress in exploring the development of a separate STAT3 degrader compound targeted at indications in immune-inflammatory conditions and fibrosis. We achieved all our goals related to our STAT3 program, with the exception of first-in-human dosing, which is expected to occur in 2022.

including several key hires in people and culture, quality, technical operations and business development. We continue to have strong internal engagement from our employees and our total and voluntary turnover was several fold lower than the 20-25% biotech industry average.

We also had several accomplishments that were important to our success in 2021 and our long-term objectives, but not specifically included in our goals. We completed a $257 million secondary financing, subsequent to the initial release of our SAD data, that sustained our cash runway into 2025. We also completed an S-3 and ATM filing to provide maximum financial flexibility. We also held an R&D Day in December 2021 that was our first, and included new disclosures on KT-474 data from our MAD study, a new program (MDM2), new best in class

Executive Compensation Program Overview

Our compensation and talent committee believes that the most effective compensation program is one that rewards value creation for shareholders and progress towards achieving our compensationmission and that promotes company performance. Our committee targets key elements of our executive compensation program as follows, which are described in more detail below in “—Primary Elements of Executive Compensation”:

In addition to our direct compensation elements, the following features of our executive compensation program are designed to align with shareholder interests and market best practices:

We believe that targeting overall compensation in this manner is necessary and appropriate in order to align our executive pay practices to individual and corporate performance, attract and retain the quality of talent we need to successfully grow our business, achieve our challenging goals, sustain strong performance, and ensure that compensation levels are competitive with those of other companies against which we compete for talent. We also consider the use of additional incentives for the retention of our executive officers such as cash retention awards, subject to continued employment. In addition, we believe this approach to overall compensation creates a strong alignment with stockholdershareholder value and encourages long-term value creation. However, any given individual employee’s compensation may vary from the targeted pay framework, based on the unique responsibilities and requirements of his or her position, his or her experience and other qualifications, internal parity relative to similar positions within our company, and individual or company performance relative to performance goals and the peer group to ensure appropriate pay-for-performance alignment. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, we generally strive to provide our named executive officers with a balance of short-term and long-term incentives to consistently encourage strong performance.

As a clinical-stage biopharmaceutical company focused on discovering and developing novel small molecule therapeutics, the specific performance factors our compensation committee considers when determining the compensation of our named executive officers include initiation and progress of preclinical and clinical studies for our product candidates; key research and development achievements; maintaining the strong financial health of our company; establishment and maintenance of key strategic relationships and new business initiatives; and development of organizational capabilities to manage, protect and sustain our operational and strategic execution and growth. These performance factors are considered by our compensation committee and board of directors when making their determinations on our annual corporate goal achievement and are a critical component in the determination of annual cash and equity incentive awards for our executive officers.

Governance of Executive Compensation Program

Role of Our Compensation and Talent Committee and Board of Directors

Our board of directors and compensation and talent committee annually review compensation for our executive officers. In determining executive base salaries, annual cash incentive compensation and long-term equity incentive compensation, the compensation and talent committee and our board of directors consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders,shareholders, and a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analyticsconsidering market data as well as internal factors and market conditions to inform the magnitude and mix of compensation of base salary, annual cash incentive compensation and/or equity incentive grants.

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Our compensation and talent committee is responsible for determining the compensation for all executive officers other than our chief executive officer. Our board of directors, with the recommendation of the compensation and talent committee, is responsible for determining the compensation of our chief executive officer. Our compensation and talent committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executive officers other than the chief executive officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation and talent committee then sets the compensation for each executive officer other than the chief executive officer and recommends the compensation for the chief executive officer to our board of directors for approval. Our board of directors discusses the compensation and talent committee’s recommendation and ultimately approves the compensation of our chief executive officer without members of management present.

Role of the Compensation Consultant

In fiscal year 2021,2022, our compensation and talent committee continued to retain the services of The Human Capital Solutions Practice of Aon plc (formerly Radford), or Aon, as its external compensation consultant. Our board of directors

Based on these criteria, our 20212022 peer group, as approved by our compensation and talent committee in connection with our initial public offering, was comprised of the following 2017 companies:

The compensation and talent committee believes the compensation practices of our 20212022 peer group provided us with appropriate compensation data for evaluating the compensation of our named executive officers. Any changes or removals for the 2022 peer group were driven by acquisition of former peer companies falling outside the desired criteria for market cap, headcount and/or stage of development. Notwithstanding any potential similarities we may have with our 20212022 peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer

basis and in the form of incentive compensation to incentivize and reward performance based on specific annual performance goals. To further focus our executives on longer-term performance, we rely upon equity-based awards that vest over a meaningful period of time, thereby reinforcing stockholdershareholder value creation.

In addition, we provide our executives with benefits that are available to all employees, including medical, vision and dental insurance; life and disability insurance; medical and dependent care flexible spending accounts; a

during the year, which goals and achievements are discussed above under “— Fiscal Year 20212022 Performance Highlights and Achievement of 20212022 Corporate Goals”. In light of the company’s significant achievements in 2021,2022, upon the recommendation of our compensation and talent committee, our board of directors determined that we had successfully achieved our corporate goals for 20212022 and delivered on key pre-clinical, clinical and regulatory milestones, and established a bonus payout ratio of 130%110% of target, as described above.

Our compensation and talent committee also evaluates the individual performance of our named executive officers, with the input of our chief executive officer in the case of the evaluation of our other named executive officers and makes recommendations to our board of directors with regard to the evaluation of our chief executive officer’s individual performance. Individual performance is taken into account for purposes of determining any positive or negative adjustments to an officer’s bonus for the applicable year. Consistent with this process, our compensation and talent committee assessed the performance of Dr. Mainolfi in 20212022 based on our relative achievement of our corporate goals as well as his leadership in driving the execution of our strategic plans. The compensation and talent committee determined each of the other named executive officer’s performance in 20212022 by considering each officer’s individual contributions to the completion of our corporate goals and the officer’s individual achievements in executing our strategy and respective functional objectives. Accordingly, the compensation committee determined that each named executive officer had fully achieved such officer’s individual goals.

Based on corporate and individual performance, our board of directors approved, upon the recommendation of the compensation and talent committee, the 20212022 cash incentive payment for our chief executive officer, and our compensation and talent committee approved the 20212022 cash incentive payments for each of our other named executive officers as follows:between 70% — 110% based on corporate and individual performance.

the retentive value of outstanding awards and total equity ownership and the equity compensation practices of other companies in our industry that compete with us for talent. Given the dynamic biopharmaceutical market, the compensation and talent committee does not overemphasize any one perspective. Rather, the committee takes a holistic perspective, further considering the factors enumerated above, the achievement of our company goals and how that impacts total shareholder return, as well as executive performance, when determining actual award levels for the named executive officers, which the committee generally targets between the 50th and 75th percentile of our peer group. Accordingly, our compensation and talent committee and board of directors periodically review the equity incentive compensation of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options and RSUs.

The initial equitystock option awards granted to executive officers upon the commencement of their employment vest as to 25% of the shares underlying the award on the first anniversary of the grant date and as to an additional 1/48^th48th of the shares underlying the award monthly thereafter, subject to the executive officer’s continued employment. Restricted stock units granted upon the commencement of employment vest at a rate of 25% on the first anniversary of the grant date and an additional 25% annually thereafter. The annual equitystock option awards granted to executive officers vest in equal monthly installments over a three-year vesting period, subject to the executive officer’s continued employment. Annual restricted stock unit awards granted vest in equal annual installments over a three-year vesting period, starting on the first anniversary of the date of grant, subject to the executive officer’s continued employment. Upon a termination of employment, vesting for any equity awards granted to executive officers will cease and option exercise rights will generally cease three months thereafter. In specified termination and change-in-control circumstances, equity awards held by our named executive officers are subject to accelerated vesting. See “— Employment, Severance and Change-in-Control Arrangements” below for further information.

In determining the size of the equity awards to our named executive officers, our compensation and talent committee, with assistance from Aon, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders,shareholders, our company’s broader organizational equity needs and overall dilution, as well as industry and peer group benchmark data. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders,shareholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels.

on the same basis as other employees. We do not offer any defined benefit pension plans or nonqualified deferred compensation arrangements for our employees, including our named executive officers. We may offer cash retention awards to our employees, including our named executive officers, for long-term retention, and consider various factors, including the availability of, and demand for, particular knowledge, skills and expertise.

401(k) Plan.We participate in a retirement savings plan, or 401(k) plan, that is intended to qualify for favorable tax treatment under Section 401(a) of the internal Revenue Code, or Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 21 years of age are generally eligible to participate in the 401(k) plan, subject to certain criteria. We have implemented a safe harbor match under our 401(k) plan of 100% of the first 3% and 50% of the next 2%, for a total match of 4% of the first 5%. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. We have the ability to make discretionary contributions under the plan but did not make any contributions in 2021.2022.

Health and Welfare Benefits.All of our named executive officers, are eligible to participate in all of our employee benefit plans, including our medical, dental and vision insurance, medicalhealth savings and dependent care flexible spending accounts, group life and disability insurance, on the same basis as other employees. We also offer wellness incentives, commuting benefits, and paid time-off benefits including vacation, sick time and holidays.

Employee Stock Purchase Plan.Pursuant to our employee stock purchase plan, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Code. The purpose of the employee stock purchase plan is to encourage our employees, including our named executive officers, to become our stockholdersshareholders and better align their interests with those of our other stockholders.shareholders.

Perquisites. We do not provide perquisites or personal benefits to our named executive officers.

generally prohibits all of our employees, including our named executive officers, as well as our directors, from pledging our securities as collateral for a loan. To date, no requests for any waivers of these policies have been made or approved.

No Tax Gross-ups.We do not provide for any tax gross-up payments toin the employment agreements of our named executive officers.

Accounting Considerations. We account for equity compensation paid to our employees under the rules of the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ACS Topic 718, which rules require us to estimate and record an expense over the service period of any such award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation programs and practices.

Tax Considerations for Deductibility of Executive Compensation.Section 162(m) of the Code, or Section 162(m), generally limits to $1 million the deduction that a public company could claim in any tax year with respect to compensation paid to anyone serving as the chief executive officer, the chief financial officer, and the top three other most highly compensated officers, and once an executive becomes a “covered employee” under Section 162(m), the individual will continue to be a “covered employee” as long as he or she remains employed by the company. In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, our compensation and talent committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, to maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, our compensation and talent committee has not adopted a policy that all compensation must be deductible. Our compensation and talent committee believes that our stockholders’shareholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense.

Taxation of “Parachute” Payments and Deferred Compensation.Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. We have not agreed to provide any executive officer, including any named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G, 4999 or 409A of the Code.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our named executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or

2022 Summary Compensation Table

The following table sets forth information regarding total compensation for service rendered in all capacities,awarded to earned by orand paid to each of our named executive officers during(NEOs) for the years indicated.set forth below. Please note that in certain years these individuals were not NEOs and as such we are not including their compensation for those years.

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Grants of Plan-Based Awards for Fiscal Year 20212022

The following table sets forth information concerning each grant of an award made to a named executive officer during the fiscal year ended December 31, 20212022, under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:

Outstanding Equity Awards at 2022 Fiscal Year-End 2021

The following table sets forth information concerning outstanding equity awards held by each of our named executive officers at December 31, 2021.2022. All equity awards granted prior to 2021 set forth in the table below were granted under our 2017 Stock Option and Grant Plan and all equity awards granted in 20212022 set forth in the table below were granted under our 2020 Stock Option and Incentive Plan.