UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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

Check the appropriate box:

FIVE PRIME 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):

Five Prime Therapeutics, Inc.

March 30, 2018

April 29, 2019

Dear Stockholder:

You are cordially invited to attend the 2019 Annual Meeting of Stockholders of Five Prime Therapeutics, Inc., which we will hold on May 10, 2018June 7, 2019 at 8:3000 a.m., Pacific time, at our corporate headquarters, located at 111 Oyster Point Boulevard, South San Francisco, California 94080.

The attached Notice of Annual Meeting of Stockholders and proxy statement describe the formal business that we will transact at the Annual Meeting.

The Board of Directors of Five Prime Therapeutics, Inc. has determined that an affirmative vote for each of our nominees to our Board of Directors and on each matter that calls for an affirmative vote is in the best interest of Five Prime Therapeutics, Inc. and its stockholders and unanimously recommends a vote “For” all such matters considered at the Annual Meeting.

Please promptly submit your proxy by telephone, Internet or by mail whether or not you plan to attend the Annual Meeting.Your voteisimportantregardlessof the number of sharesyou own.Voting by proxy will not preventyou fromvotingin person at the AnnualMeeting,but it willassurethatyour voteiscounted if you cannot attend.

On behalf of the Board of Directors and the employees of Five Prime Therapeutics, Inc., we thank you for your continued support and look forward to seeing you at the Annual Meeting.

Sincerely, yours,

Aron M. Knickerbocker

President and Chief Executive Officer

IF YOU HAVE ANY QUESTIONS, PLEASE CALL US AT (415)365-5600

FIVE PRIME THERAPEUTICS, INC.

111 Oyster Point Boulevard

South San Francisco, California 94080

(415)365-5600

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICEOF ANNUALMEETINGOF STOCKHOLDERS

South San Francisco, California
March 30, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 10, 2018JUNE 7, 2019

While we are sending you a full set of proxy materials, this notice of annual meeting of stockholders, the attached proxy statement and our annual report to stockholders for the year ended December 31, 20172018 are also available free of charge atinvestor.fiveprime.com/sec.cfmsec.cfm. Information included on our website, other than this notice of annual meeting of stockholders, the proxy statement and the annual report to stockholders for the year ended December 31, 2017,2018, is not part of our proxy soliciting materials.

TABLE OF CONTENTS

TABLEOF CONTENTS

i

PROXY STATEMENTSTATEMENT FOR THE

20182019 ANNUAL MEETING OF STOCKHOLDERS TO

TO BE HELD ON MAY 10, 2018JUNE 7, 2019

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

We have sent you this proxy statement, our Annual Report on Form10-K for the fiscal year ended December 31, 20172018 and the proxy card or voter instruction form, as applicable, or collectively, the Proxy Materials, because our Board of Directors, or the Board, is soliciting your proxy to vote at our 20182019 Annual Meeting of Stockholders, or the Annual Meeting. This proxy statement summarizes the information you will need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. You may vote by proxy over the telephone, over the Internet or by mail, and your votes will be cast for you at the Annual Meeting. This process is described below in the section titled “How do I vote?”

We plan to mail the Proxy Materials to all stockholders entitled to vote on or about March 30, 2018.April 29, 2019. If you owned our common stock as of the close of business on March 12, 2018,April 8, 2019, the record date, you are entitled to vote at the Annual Meeting. As used in this proxy statement, “we,” “us” and “our” refer to Five Prime Therapeutics, Inc. The term “Annual Meeting,” as used in this proxy statement, includes any adjournment or postponement of such meeting.

Will I receive any other proxy materials?

Rules adopted by the Securities and Exchange Commission, or the SEC, allow companies to send stockholders a notice of Internet availability of proxy materials rather than mail them full sets of proxy materials. This year, we chose to mail full packages of Proxy Materials to stockholders. However, in the future we may take advantage of the Internet distribution option. If in the future we choose to send such notices, theya notice, it would contain instructions on how stockholders can access our notice of annual meeting and proxy statement via the Internet. TheySuch notice would also contain instructions on how stockholders could request to receive their materials electronically or in printed form on aone-time or ongoing basis.

Who can vote at the Annual Meeting?

Only stockholders of record as of the close of business on March 12, 2018April 8, 2019 will be entitled to vote at the Annual Meeting. On this date, there were 35,116,32036,064,239 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on March 12, 2018,April 8, 2019, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote (a) vote in person at the Annual Meeting or (b) vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone, over the Internet or by mail as instructed below to ensure your vote is counted.

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

If on March 12, 2018,April 8, 2019, your shares were not held 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.” The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting.

As a beneficial owner, you may vote by proxy by completing and mailing the voter instruction form you receive in the mail with your Proxy Materials to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as provided on your voter instruction form or instructed by your broker or bank, if applicable. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Contact your broker or bank to request a proxy form.

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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 our outstanding shares of common stock entitled to vote at the Annual Meeting are present at the Annual Meeting in person or represented by proxy.

We will count your shares towards the quorum only if you submit a valid proxy or voter instruction form, as applicable, or if you vote in person at the Annual Meeting or vote by proxy over the telephone or the Internet as instructed below. We will count abstentions and brokernon-votes towards the quorum requirement. If there is no quorum, the chairman of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the Annual Meeting to another date.

What am I voting on and how many votes are needed to approve or take action with respect to each proposal?

Proposal 1: Election of Directors.Directors will be elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. “Plurality” means that the individuals who receive the largest number of “For” votes cast are elected as directors, up to the maximum number of directors to be elected at the Annual Meeting. Accordingly, the three nominees receiving the most “For” votes will be elected as directors. Under our Corporate Governance Guidelines, however, a nominee for director in an uncontested election is required to submit an offer of resignation for consideration by the nominating and corporate governance committee of our Board if such nominee for director receives a greater number of “Withhold” votes from his or her election than votes “For” such election, as further described in Proposal 1 below. In such case, the nominating and corporate governance committee of our Board will consider all relevant facts and circumstances and recommend to the full Board the action to be taken with respect to such offer of resignation. The Board will evaluate such offer of resignation and the nominating and corporate governance committee’s recommendation and decide whether or not to accept such offer of resignation. Abstentions and brokernon-votes will not affect the outcome of the election of directors. In tabulating the voting results for the election of directors, only “For” and “Withhold” votes will be counted. You may not vote your shares cumulatively for the election of directors.

Proposal 2: Advisory Vote on Executive Compensation. Our Board is seeking anon-binding advisory vote regarding the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis” section, executive compensation tables and accompanying narrative disclosures contained in this proxy statement. Advisory approval of the compensation of our named executive officers will require “For” votes from a majority of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on this proposal. Abstentions and brokernon-votes will have no effect on the vote. This vote isnon-binding and advisory in nature, but the compensation and management development committee of our Board, or the compensation committee, and our Board will take into account the outcome of the vote when considering future executive compensation arrangements, to the extent they can determine the cause or causes of any significant negative voting results.

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm.The ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20182019 will require “For” votes from a majority of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on this proposal. Abstentions and brokernon-votes will have no effect on the vote.

Proposal 4: Approval of Stock Option Exchange Program.The approval of our stock option exchange program will require “For” votes from a majority of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on this proposal. Abstentions and brokernon-votes will have no effect on the vote.

What are brokernon-votes?

Brokernon-votes occur when a beneficial owner of shares held in “street name” mails in theirhis or her voter instruction form but does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.“non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner mails in theirhis or her voter instruction form, but does not provide voting instructions, the broker or nominee may vote the shares with respect to matters that are considered to be “routine,” but may not vote the shares with respect to “non-routine”“non-routine” matters. In the event a beneficial owner of shares held in “street name” does not mail in the voter instruction form included with their Proxy Materials or otherwise vote byover the telephone, over the Internet or in person, then the broker or nominee holding such beneficial owner’s shares would not be entitled to vote on such beneficial owner’s behalf. Proposals 1, 2 and 24 are considered “non-routine”“non-routine” and Proposal 3 is considered “routine” under The Nasdaq Marketplace Rules, or the Nasdaq Listing Rules.

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 the close of business on March 12, 2018.April 8, 2019. The number of shares you own (and may vote) is listed on your proxy card or voter instruction form, as applicable.

What does it mean if I receive more than one proxy card or voter instruction form?

You may receive more than one proxy card or voter instruction form, as applicable, if your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card or voter instruction form, as applicable, to ensure that all your shares are voted.

How does the Board recommend that I vote my shares?

Our Board’s recommendations are set forth together with the description of each proposal in this proxy statement. Our Board recommends a vote:

Unless you give other instructions on your proxy card or voter instruction form, as applicable, the persons named as proxies on your proxy card or voter instruction form, as applicable, will vote in accordance with the recommendations of our Board. Our Board’s recommendations are set forth together with the description of each proposal in this proxy statement. Our Board recommends a vote:

With respect to any other matter that properly comes before the Annual Meeting, the proxies will vote as recommended by our Board or, if no recommendation is given, in their own discretion based on the company’s and our stockholders’ best interests. As of the date of this proxy statement, we know of no other matters that may be presented at the Annual Meeting other than those listed in the Notice of Annual Meeting of Stockholders.

How do I vote?

You may either vote “For” any or all of the nominees to our Board or you may “Withhold” your vote for any nominee you specify for Proposal 1. For all other matters to be voted on, you may vote “For” or “Against” or abstain from voting on the applicable proposal. The procedures for voting are as follows:

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Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote (a) in person at the Annual Meeting or (b) by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone, over the Internet or by mail as instructed below to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.

If you sign the enclosed proxy card but do not make specific choices, your proxy will vote your shares “For” all nominees in Proposal 1 and “For” Proposals 2, 3 and 3,4, as set forth in the Notice of Annual Meeting of Stockholders.

If any other matter is presented, your proxy will vote as recommended by our Board or, if our Board does not make a recommendation, in his or her own discretion based on the company’s and our stockholders’ best interests. As of the date of this proxy statement, we know of no other matters that may be presented at the Annual Meeting other than those listed in the Notice of Annual Meeting of Stockholders.

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

If you are a beneficial owner of shares held in “street name,” you may vote by completing and mailing the voter instruction form you receive with your Proxy Materials. Alternatively, you may vote by telephone or over the Internet, as provided on your voter instruction form or instructed by your broker, bank or other agent, if applicable. Contact your broker, bank or other agent to confirm the voting deadlines applicable to you.

To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Contact your broker, bank or other agent to request a proxy form.

May I change my vote after submitting my proxy card or voter instruction form?

Yes. You may revoke your proxy at any time before the final vote at the Annual Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of the following four ways:

If your shares are not registered in your own name, you will need the appropriate documentation from the stockholder of record to vote personally at the Annual Meeting. Examples of such documentation include a broker’s statement, letter or other document that will confirm your ownership of the shares. If your shares are held by your broker, bank or another party as a nominee or agent, you should follow the instructions provided by such party.

Your personal attendance at the Annual Meeting does not revoke your proxy. Your last vote, whether prior to or at the Annual Meeting, is the vote that we will count.

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Who will bear the expense of soliciting proxies?

We will bear the cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Proxy Materials and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. OriginalIn addition to our solicitation of proxies by mail, may be supplemented by telephone, telegram or personal solicitation by our directors, officers or other employees. Noemployees and Alliance Advisors, LLC, or Alliance, our third party proxy solicitation firm, may also solicit proxies in person, by telephone, or by other means of communication. We will not pay any additional compensation will be paid to our directors, officers or other employees for such services.services, but we will pay Alliance its customary fee of approximately $10,000 plusout-of-pocket expenses for soliciting proxies.

How can I find the voting results from the Annual Meeting?

We will announce preliminary voting results at our Annual Meeting. We will publish final voting results in a Current Report on Form8-K that we expect to file no later than May 16, 2018.June 13, 2019. If final voting results are not available by May 16, 2018,June 13, 2019, we will disclose the preliminary results in the Current Report on Form8-K and, within four business days after the final voting results are known to us, file an amended Current Report onForm 8-K to disclose the final voting results.

When are stockholder proposals due for the 20192020 Annual Meeting of Stockholders?

If you wish to submit proposals for inclusion in our proxy statement for the 20192020 annual meeting of stockholders, or the 20192020 Annual Meeting, we must receive them at our offices on or before November 30, 2018,December 31, 2019, pursuant to the proxy soliciting regulations of the SEC. Nothing in this paragraph shall require us to include in our proxy statement and proxy card or voter instruction form, as applicable, for the 20192020 Annual Meeting any stockholder proposal that does not meet the requirements of the SEC in effect at the time. Any such proposal will be subject to Rule14a-8 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

If you wish to nominate a director or submit a proposal for presentation at the 20192020 Annual Meeting without including such proposal in next year’s proxy statement, you must be a stockholder of record and provide timely notice in writing to our Secretary at c/o Five Prime Therapeutics, Inc., 111 Oyster Point Boulevard, South San Francisco, California 94080. To be timely, we must receive the notice not less than 90 days nor more than 120 days prior to the first anniversary of the Annual Meeting, that is, between January 10, 2019February 8, 2020 and FebruaryMarch 9, 2019; 2020;provided,however, that in the event that the date of the 20192020 Annual Meeting is more than 30 days before or more than 60 days after such anniversary date, we must receive your notice (a) no earlier than the close of business on the 120th day prior to the currently proposed 20192020 Annual Meeting and (b) no later than the close of business on the later of the 90th day prior to the 20192020 Annual Meeting or the 10th day following the day on which we first make a public announcement of the date of the 20192020 Annual Meeting. Your written notice must contain specific information required in Section 2.13 of our amended and restated bylaws, or bylaws. For additional information about our director nomination requirements, please see our amended and restated bylaws.

How can I get additional information about the company?

This proxy statement and our annual report to stockholders for the year ended December 31, 20172018 are available free of charge atinvestor.fiveprime.com/sec.cfm. In addition, the SEC maintains a website atwww.sec.gov that contains where you can access reports, proxy statements and other information regarding registrants, including our company, including other documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.

PROPOSALPROPOSAL 1

ELECTION OF DIRECTORS

General

Our Board currently comprises ten directors. Upon the expiration of his three-year term as a director at the Annual Meeting, Fred E. Cohen, M.D., D.Phil., will retire from our Board, and our Board will consist of nineeight directors, with one vacancy. Our amended and restated certificate of incorporation, or certificate of incorporation, provides for a classified Board consisting of three classes of directors. Classes 1 and 3 each consistEach class of directors consists of three directors anddirectors. Class 2 consists1 currently has one vacancy as a result of four directors. Following Dr. Cohen’s retirementthe resignation of Mark McDade from our Board Class 2 will consist of three directors, with one vacancy. effective November 30, 2018. Vacancies on our Board may be filled only by persons elected byan affirmative vote of a majority of the remaining directors.directors then in office. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serveserves for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Each class serves a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will beare elected to serve from the time of election and qualification until the third annual meeting following their election.

Our Board has nominated the three individuals listed in the table below for election as directors at the Annual Meeting. If youour stockholders elect the nominees listed below, they will hold office until the annual meeting of stockholders in 20212022 or until their successors have been duly elected and qualified. All nominees are currently serving on our Board and have consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for any nominees other than those named below. Our Board is in the process of evaluating whether it will fill the vacancy on our Board following the Annual Meeting or reduce the number of directors constituting our Board.

If any nominee is unable or does not qualify to serve, you or your proxy may vote for another nominee proposed by our Board. If for any reason any of these nominees proves unable or unwilling to stand for election or ceases to qualify to serve as a director, our Board will nominate an alternate or reduce the size of our Board to eliminate any vacancies. Our Board has no reason to believe that any of the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee.

Information About Our Nominees For Election

Set forth below are the names, ages and length of service of our nominees for election to our Board.

SheilaGujrathi,M.D. Franklin M. Berger, CFAhas servedas a memberof our Board since September 2010. Mr. Berger is a consultant to biotechnology industry participants, including major biopharmaceutical firms,mid-capitalization biotechnology companies, specialist asset managers and venture capital companies, providing business development, strategic, financing, partnering and royalty acquisition advice. Mr. Berger is also a biotechnology industry analyst with over 25 years of experience in capital markets and financial analysis. Mr. Berger worked at Sectoral Asset Management Inc. as a founder of theDecembersmall-cap 2015. Dr. Gujrathi currentlyfocused NEMO Fund from 2007 through June 2008. From May 1998 to March 2003, he served at J.P. Morgan Securities LLC, most recently as Managing Director, Equity Research and Senior Biotechnology Analyst. Previously, Mr. Berger served in similar capacities at Salomon Smith Barney Inc. and Josephthal & Co. Mr. Berger also serves on the board of directors of BELLUS Health, Inc., ESSA Pharma Inc., Kezar Life Sciences, Inc., Proteostasis Therapeutics, Inc., and Tocagen, Inc., each of which is a public biotechnology company. Mr. Berger previously served as a member of the board of directors of BioTime, Inc., Immune Design Corp., or Immune Design, and Seattle Genetics, Inc., each of which was a public company during Mr. Berger’s service as a director. Mr. Berger received a B.A. in International Relations and an M.A. in International Economics, both from Johns Hopkins University, and an M.B.A. from the Harvard Business School. We believe that Mr. Berger’s financial background and experience as an equity analyst in the biotechnology industry combined with his experience serving on the boards of directors of multiple public companies gives him the qualifications, skills and financial expertise to serve on our Board and are important to our strategic planning and financing activities.

William Ringohas served as Chairman of the Board since January 2019 and a member of our Board since October 2014. From June 2010 to December 2016, Mr. Ringo served as a senior advisor to Barclays Healthcare Group. From April 2008 until his retirement in April 2010, Mr. Ringo was Senior Vice President of Business Development, Strategy and Innovation at Pfizer Inc., or Pfizer, a public pharmaceutical company, and was responsible for guiding Pfizer’s overall strategic planning and business development activities. Prior to joining Pfizer, Mr. Ringo served as an executive in residence at Warburg Pincus and Sofinnova Ventures. From August 2004 to April 2006, Mr. Ringo served as President and Chief OperatingExecutive Officer of Gossamer Bio,Abgenix, Inc., or Abgenix, a biotechnology company acquired by Amgen. Prior to Abgenix, Mr. Ringo served for 28 years at Eli Lilly and Company, or Eli Lilly, in numerous executive roles, including Product Group President for Oncology and Critical Care, President of Internal Medicine Products, President of the Infectious Diseases Business Unit and Vice President of Sales and Marketing for U.S. Pharmaceuticals. Following Mr. Ringo’s retirement from Eli Lilly in 2001, Mr. Ringo served on various boards of directors, including of InterMune, Inc. where he served as thenon-executive chairman of the board of directors after serving as interim Chief Executive Officer from June 2003 to September 2003. Mr. Ringo currently serves on the board of directors of Assembly Biosciences, Inc., and Dermira, Inc., each of which is a public biotechnology company. Mr. Ringo was previously a member of the board of directors of Immune Design, Onyx Pharmaceuticals, Inc., Mirati Therapeutics, Inc., and Sangamo Therapeutics, Inc., each of which was a public company during Mr. Ringo’s service as a director. Mr. Ringo received a B.S. in business administration and an M.B.A. from the University of Dayton. We believe that Mr. Ringo’s experience serving as a director of other publicly traded and privately held life science companies and serving in executive positions at several biotechnology and pharmaceutical companies and in the venture capital industry gives him the qualifications, skills and financial expertise to serve on our Board.

Lewis T. Williams, M.D., Ph.D.founded the company in December 2001 and has served as a member of our Board since January 2002. Dr. Williams served as our Executive Chairman from July 2003 to January 2012 and January 2018 to December 2018, as our President and Chief Executive Officer from August 2011 to December 2017 and as Chairman of the Board from March 2016 to December 2017. Previously, Dr. Williams spent seven years at Chiron Corporation, or Chiron, a biopharmaceutical company, thatnow Novartis Vaccines and Diagnostics, Inc., most recently as its Chief Scientific Officer. Prior to joining Chiron, Dr. Gujrathi co-founded in 2017.Williams was a professor of medicine at the University of California, San Francisco and served as Director of the University’s Cardiovascular Research Institution and Daiichi Research Center. Dr. Gujrathi Williams has also served on the faculties of Harvard Medical School and Massachusetts General Hospital andservedco-founded as the ChiefMedicalOfficerof Receptos,COR Therapeutics, Inc., or Receptos,fromJune 2011 to August 2015, when Receptoswas acquiredby CelgeneCorporation.From2008 to 2011, Dr. Gujrathiservedas Vice PresidentCOR Therapeutics, a biotechnology company focused on cardiovascular disease. He is a member of theGlobalClinicalResearch Group in ImmunologyatBristol-MyersSquibb Company, or BMS. Priorto joiningBMS, National Academy of Sciences and a fellow of the American Academy of Arts and Sciences. Dr. Gujrathi worked atGenentech,Williams is currently on the board of directors of Protagonist Therapeutics, Inc. and was previously a member of the board of directors of Chiron, COR Therapeutics and Beckman Coulter, Inc., or Genentech,from2002 to 2008, where she heldroleseach of increasingresponsibilityin theImmunology, TissueGrowth and Repairclinicaldevelopmentgroup. From1999 to 2002, Dr. Gujrathiservedas a management consultantatMcKinsey& Company in thehealthcarepractice,where she providedstrategicadviceon a variety of projectsin thehealthcareand pharmaceuticalindustries.Dr. GujrathireceivedherB.S.in Biomedical Engineeringand M.D. fromNorthwesternUniversityin itsacceleratedhonorsprogramin MedicalEducation. She completedherinternalmedicineinternshipand residencyatBrighamand Women’sHospital,Harvard MedicalSchool. Dr. GujrathireceivedadditionaltrainingattheUniversityof California,San Franciscoand StanfordUniversityin theirAllergyand ImmunologyFellowshipProgram.We believethatDr. Gujrathi’s extensiveexperiencein executivepositionswith severalpharmaceuticalcompaniesand in theclinical developmentof pharmaceuticalsin varioustherapeuticareasgiveherthequalifications,skillsand financial expertiseto serveon our Board.

Peder K. Jensen, M.D. has servedas a memberof our Board sinceJuly2011. Dr. JenseniscurrentlyPresidentof Bay Way Consultants,LLC,a consultingfirmfoundedby Dr. Jensenin 2010 thatadvisespharmaceuticaland biotechnologycompanies.Dr. Jensenhas over24 yearsof globaldrug developmentexperiencein both pharmaceuticaland biotechnologycompaniesand has been responsibleformorethan40 new drug approvalsin theU.S.,Europe and Japanduringhiscareer.Dr. Jensen’sexperienceincludesover20 yearswith Schering-Plough Corporation, or Schering-Plough,a globalpharmaceuticalcompany,and thenMerck& Co., Inc., or Merck,afterthemergerof Schering-Plough with Merckin 2009. Dr. JensenmostrecentlyservedatSchering-Ploughas CorporateSeniorVice President,and GeneralManager,R&D forJapanand Asia/Pacificfrom2006 to 2010. Dr. Jensenhas alsoserved atBritishBiotechplcand Chiron Corporation, or Chiron,a biopharmaceuticalcompany,now Novartis Vaccinesand Diagnostics,Inc., in clinicaldevelopmentexecutivepositionsand earlierin his careeratCIBA-GEIGYLimited.Dr. Jensenisalsoa memberof theboardof directorsof Acorda Therapeutics, Inc.,a publicbiotechnologycompany.Dr. Jensenpreviouslyservedas a memberof theboardof directorsof BioCrystPharmaceuticals,Inc.,which was a publicpharmaceuticalcompanyduring Dr. Jensen’s his serviceas a director.Dr. JensenWilliams received a B.S. from Rice University and an M.D. fromtheUniversityof Copenhagen, where he alsocompletedhis post-graduatemedicaltrainingin neurologyand internalmedicine.a Ph.D. from Duke University. We believethatDr. Jensen’sextensiveWilliams’ experience in drug discovery and development and in executivepositionswith at severalpharmaceuticalcompanies, andinhis experience founding theclinicaldevelopmentof pharmaceuticalsin severaltherapeuticareas company and hisserviceas a directorof otherpubliclytradedand privately heldlifescience healthcare companiesgivehimthequalifications,skillsand financialexpertiseto serveon our Board.

Aron M. Knickerbocker has servedas our Chief Executive Officer since January 2018 and as a memberof our Board sinceOctober2013. Mr.Knickerbockeralso servedas our Chief Operating Officer from September 2016 to December 2017, ExecutiveVice PresidentfromAugust 2015 to September 2016, ChiefBusiness OfficerfromApril2012 to September 2016, SeniorVice PresidentfromApril2012 to August 2015, and Vice President,BusinessDevelopmentfrom September2009 to April2012. From2001 to September2009, Mr.KnickerbockerservedatGenentechin positionsof increasingresponsibility,mostrecentlyas SeniorDirector,BusinessDevelopmentfrom2005 to September2009. Priorto 2001, Mr.Knickerbockerservedas Directorof CommercialDevelopmentatALZA Corporation,a pharmaceuticalcompanyacquiredby Johnson & Johnson, as SeniorManager,Corporate DevelopmentatAmgen, Inc., or Amgen,a publicbiotechnologycompany,and as a scientistatBMS, a publicbiopharmaceuticalcompany.Mr.Knickerbockerreceivedan A.B.in biologyfrom WashingtonUniversityin St. Louis and an M.B.A.fromtheUniversityof Michigan.We believethat Mr.Knickerbocker’sextensiveexperiencein drug commercializationand businessdevelopmentand in managerialpositionswith severalpharmaceuticalcompaniesgiveshimthequalifications,skillsand financial expertiseto serveon our Board.

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Board Composition FollowingFollowing Annual Meeting

We seek directors with a broad range of qualifications, skills and experience that would enhance Board effectiveness and strengthen our Board’s ability to carry out its oversight role on behalf of stockholders. Though we do not have a specific policy with respect to Board diversity, we consider diversity as one of many relevant factors when evaluating potential directors. If each nominee for election to our Board is elected at the Annual Meeting, our Board composition with respect to tenure, age, gender and racial diversity following the Annual Meeting will be as follows:

As further described below, we consider diversity broadly when evaluating potential directors and may also consider factors such as a candidate’s relevant academic expertise and business or career experience, including experience in corporate management or as a board member or executive officer of another publicly traded company, to be relevant. If each nominee for election to our Board is elected at the Annual Meeting, our Board composition with respect to degrees held, experience serving as a director at a public biopharmaceutical company, experience serving as a chief executive officer at a biopharmaceutical company, and experience serving as a chief executive officer at a public biopharmaceutical company will be as follows:

Vote Required

Directors are elected by a plurality of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the most “For” votes will be elected as directors. In tabulating the voting results for the election of directors, only “For” and “Withhold” votes will be counted. Abstentions and brokernon-votesbroker non-votes will not have any effect on the outcome of this proposal. You may not vote your shares cumulatively for the election of directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, “For” “For” the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board.

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The election of directors at the Annual Meeting is uncontested and we therefore expect that each of the named nominees for director will be elected at the Annual Meeting. However, under our Corporate Governance Guidelines, any nominee for director in an uncontested election is required to submit an offer of resignation for consideration by the nominating and corporate governance committee if such nominee for director receives a greater number of “Withhold” votes from his or her election than votes “For” such election. In such case, the nominating and corporate governance committee of our Board will consider all relevant facts and circumstances and recommend to the full Board the action to be taken with respect to such offer of resignation. The Board will evaluate such offer of resignation and the nominating and corporate governance committee’s recommendation and decide whether to accept such offer of resignation. Promptly following the Board’s decision, we would disclose that decision and an explanation of such decision in a filing with the SEC or a press release.

Our Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.

Information About Our ContinuingBoard of Directors

Our nominees for election as directors at our Annual Meeting are all currently serving as members of our Board. Information about each such nominee is set forth in the section above titled “Information About Our Nominees for Election” and is incorporated into this section by reference.

Set forth below are the names, ages and length of service of the remaining members of our Board whose terms continue beyond the Annual Meeting.

Sheila Gujrathi, M.D.has served as a member of our Board since December 2015. Dr. Gujrathi currently serves as President and Chief Executive Officer of Gossamer Bio, Inc., a biopharmaceutical company that Dr. Gujrathico-founded in 2017. Dr. Gujrathi served as the Chief Medical Officer of Receptos, Inc., or Receptos, from June 2011 to August 2015, when Receptos was acquired by Celgene Corporation. From 2008 to 2011, Dr. Gujrathi served as Vice President of the Global Clinical Research Group in Immunology at Bristol-Myers Squibb Company, or BMS. Prior to joining BMS, Dr. Gujrathi worked at Genentech, Inc., or Genentech, from 2002 to 2008, where she held roles of increasing responsibility in the Immunology, Tissue Growth and Repair clinical development group. From 1999 to 2002, Dr. Gujrathi served as a management consultant at McKinsey & Company in the healthcare practice, where she provided strategic advice on a variety of projects in the healthcare and pharmaceutical industries. Dr. Gujrathi received her B.S. in Biomedical Engineering and M.D. from Northwestern University in its accelerated honors program in Medical Education. She completed her internal medicine internship and residency at Brigham and Women’s Hospital, Harvard Medical School. Dr. Gujrathi received additional training at the University of California, San Francisco and Stanford University in their Allergy and Immunology Fellowship Program. We believe that Dr. Gujrathi’s experience in executive positions at several pharmaceutical companies and in the clinical development of pharmaceuticals in various therapeutic areas give her the qualifications, skills and financial expertise to serve on our Board.

Peder K. Jensen, M.D.has served as a member of our Board since July 2011. Dr. Jensen is currently President of Bay Way Consultants, LLC, a consulting firm founded by Dr. Jensen in 2010 that advises pharmaceutical and biotechnology companies. Dr. Jensen has over 24 years of global drug development experience in both pharmaceutical and biotechnology companies and has been responsible for more than 40 new drug approvals in the U.S., Europe and Japan during his career. Dr. Jensen’s experience includes over 20 years with Schering-Plough Corporation, or Schering-Plough, a global pharmaceutical company, and then Merck & Co., Inc., or Merck, after the merger of Schering-Plough with Merck in 2009. Dr. Jensen most recently served at Schering-Plough as Corporate Senior Vice President, and General Manager, R&D for Japan and Asia/Pacific from 2006 to 2010. Dr. Jensen has also served at British Biotech plc and Chiron in clinical development executive positions and earlier in his career at CIBA- GEIGY Limited. Dr. Jensen is also a member of the board of directors of Acorda Therapeutics, Inc., a public biotechnology company. Dr. Jensen previously served as a member of the board of directors of BioCryst Pharmaceuticals, Inc., which was a public pharmaceutical company during Dr. Jensen’s service as a director. Dr. Jensen received an M.D. from the University of Copenhagen, where he also completed his post-graduate medical training in neurology and internal medicine. We believe that Dr. Jensen’s experience in executive positions at several pharmaceutical companies, in the clinical development of pharmaceuticals in several therapeutic areas and his service as a director of other publicly traded and privately held life science companies give him the qualifications, skills and financial expertise to serve on our Board.

Aron M. Knickerbockerhas served as our Chief Executive Officer since January 2018 and as a member of our Board since October 2013. Mr. Knickerbocker also served as our Chief Operating Officer from September 2016 to December 2017, Executive Vice President from August 2015 to September 2016, Chief Business Officer from April 2012 to September 2016, Senior Vice President from April 2012 to August 2015, and Vice President, Business Development from September 2009 to April 2012. From 2001 to September 2009, Mr. Knickerbocker served at Genentech in positions of increasing responsibility, most recently as Senior Director, Business Development from 2005 to September 2009. Prior to 2001, Mr. Knickerbocker served as Director of Commercial Development at ALZA Corporation, a pharmaceutical company acquired by Johnson & Johnson, as Senior Manager, Corporate Development at Amgen, Inc., or Amgen, a public biotechnology company, and as a scientist at BMS, a public biopharmaceutical company. Mr. Knickerbocker received an A.B. in biology from Washington University in St. Louis and an M.B.A. from the University of Michigan. We believe that Mr. Knickerbocker’s experience in drug commercialization and business development and in managerial positions with several pharmaceutical companies give him the qualifications, skills and financial expertise to serve on our Board.

Information About Our Executive Officers Who Are Not Directors

The following table sets forth certain information about our executive officers who are not also directors.

The principal occupation, business experience and education of each executive officer who is not also a director are set forth below.

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MarcL. BelskyDavid V. Smithhas servedas our SeniorVice Presidentand ChiefFinancialOfficersinceDecember2013 and will continue to serve in this position until April 6, 2018, the effective date of his resignation. Mr.Belsky alsoservedas our Vice Presidentand ChiefFinancialOfficerfromOctober2013 to December2013 and as our Vice President,FinancefromOctober2009 to October2013. FromDecember2006 to October2009, Mr.Belsky servedas Vice President,Finance,and ChiefAccountingOfficerof CellGenesys, Inc.,a biotechnologycompanyacquiredby BioSantePharmaceuticals,Inc.Priorto 2006, Mr.Belsky servedas Vice President,GlobalVisa CommerceatVisa Inc.,ChiefFinancialOfficeratActiveAero Group, Inc.and Chief FinancialOfficeratDataWaveSystemsInc.Priorto thesepositions,he servedfor15 yearsatMichiganNational Corporation,a holdingcompanyforMichiganNationalBank, which was acquiredby BANAHolding Corporation,in positionsof increasingresponsibility,mostrecentlyas SeniorVice President,U.S.Payment Productsand Services.Mr.Belsky startedhiscareeras an auditorwith Coopers & Lybrand. Mr.Belsky received a B.S.in AccountingfromWayneStateUniversityand an M.B.A.from the Universityof Michigan.He isa certified publicaccountant,a charteredglobalmanagementaccountantand a certifiedtreasuryprofessional.

Francis W. Sarena has servedas our Chief Strategy Officer since September 2016 and as Secretary since December 2010. He also served as our ExecutiveVice PresidentfromAugust 2015 to September 2016 and as our GeneralCounsel fromDecember2010 to September 2016. Mr.Sarenaalsoservedas SeniorVice PresidentfromJanuary2013 to August 2015 and as Vice PresidentfromDecember2010 to January2013. FromDecember2008 to July2010, Mr.Sarenaservedas Vice President,GeneralCounsel and Secretaryof FacetBiotechCorporation,a public biotechnologycompanythatwas spun offfromPDLBioPharmain December2008 and thatwas later acquiredby Abbott Laboratoriesin April2010. FromApril2006 to December2008, Mr.SarenaservedatPDL BioPharmain positionsof increasingresponsibility,mostrecentlyas Vice President,GeneralCounsel and SecretaryfromJune 2008 to December2008. Priorto April2006, Mr.Sarenaservedas an associateatBingham McCutchenLLPwhere he representedpublicand privatelifescienceand high-techclientsprimarilyin merger and acquisitiontransactions,corporateand securitieslaw mattersand equityfinancingtransactions.Mr.Sarena receiveda B.S.in FinancefromSan FranciscoStateUniversityand a J.D. fromtheUniversityof California, Berkeley.

Kevin Baker, Ph.D. has servedas our SeniorVice President,DevelopmentSciencessinceFebruary2016 and servedin positionsof increasingresponsibility,mostrecentlyas our Vice President,PreclinicalDevelopment, fromJanuary2006 to July2015. FromJuly2015 to January2016, Dr. Baker servedas SeniorVice President, PreclinicalDevelopmentatAudentesTherapeutics,Inc.,a privately-heldbiotechnologycompany.From2000 to 2006, Dr. Baker servedatHuman Genome Sciences, Inc.,a biopharmaceuticalcompanythatwas acquiredby GlaxoSmithKline plc, or GSK,in positionsof increasingresponsibility,mostrecentlyas AssociateDirectorin the Departmentof Antibody Discoveryand Development.From1992 to 1999, Dr. Baker servedas a Scientistat Genentech.From1987 to 1992, Dr. Baker servedas a PostdoctoralFellow attheUniversityof Baselin Switzerland.Dr. Baker receiveda B.Sc. fromtheUniversityof Salfordin England and a Ph.D.fromthe Universityof Dundee in Scotland.

Helen Collins, M.D. has served as our Senior Vice President and Chief MedicalFinancial Officer since November 2018. From May 2012 until its acquisition by Thermo Fisher Scientific Inc. in March 2017. She also2018, Mr. Smith served as ourChief Operating Officer of IntegenX, Inc., a biotechnology company. From December 2006 to July 2011, Mr. Smith served as Executive Vice President and Chief Financial Officer of Clinical Development from June 2016 to March 2017.Thoratec Corporation, a public medical device company that was later acquired by St. Jude Medical. From June 2013 to June 2016, Dr. Collins held1999 until its acquisition by Novartis International AG in 2006, Mr. Smith served in positions of increasing responsibility at Gilead,Chiron, most recently as ProgramVice President and Clinical Lead for Gilead’s GS-5829 (BET inhibitor)Chief Financial Officer. From 1997 until its acquisition by Corixa Corporation in 1999, Mr. Smith served as Vice President, Finance and GS-4059 (BTK inhibitor) programs. From November 2009 to May 2013, Dr. Collins held positionsChief Financial Officer of increasing responsibility at Amgen, most recently as Global Lead, Oncology Biosimiliars.Anergen, Inc., a public biotechnology company. Prior to joining Amgen, Dr. Collins practicedAnergen, Mr. Smith served in various roles at Genentech, IBM Corporation and Syntex Corporation. Mr. Smith currently serves as a medical oncologistmember of the board of directors and hematologist for 12 years at Redwood Regional Medical Group, or RRMG,chair of the audit and finance committees of Codexis, Inc., a public biotechnology company. Mr. Smith previously served as Presidenta member of RRMGthe board of directors of OncoGenex Pharmaceuticals Inc., a public biotechnology company. Mr. Smith received an M.B.A., Finance from 2006 to 2009. In 2005, Dr. Collins co-founded the non-profit North Bay Cancer Alliance (NBCA), whose mission is to increase local access to educationGolden Gate University and cancer carea B.A. in counties in the northern San Francisco Bay Area. Dr. Collins received a A.B. in ChemistryEconomics and History from Bryn Mawr College and an M.D. from The Johns Hopkins University School of Medicine. Dr. Collins completed her residency in internal medicine at The Johns Hopkins Hospital and completed her fellowship at Stanford University School of Medicine, where she concentrated in gastrointestinal cancer. Dr. Collins is board certified in both oncology and internal medicine.Willamette University.

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Bryan Irving, Ph.D.has served as our Executive Vice President and Chief Scientific Officer since May 2018, and served as our Senior Vice President, Research sincefrom September 2017.2017 to May 2018. From December 2013 to August 2017, Dr. Irving served in positions of increasing responsibility at CytomX Therapeutics, Inc., most recently as Vice President, Cancer Immunology. From September 2001 to November 2013, Dr. Irving served as a scientist at Genentech, where his research focused in both areas of inflammation and immuno-oncology. Prior to joining Genentech, Dr. Irving served as a Postdoctoral Fellow at both Harvard University and the University of California, San Francisco. Dr. Irving received a Ph.D. in Immunology from the University of California, San Francisco and a B.A. in Physiology from the University of California, Berkeley.

Helen Collins, M.D.has served as our Senior Vice President and Chief Medical Officer since March 2017. She also served as our Vice President of Clinical Development from June 2016 to March 2017. From June 2013 to June 2016, Dr. Collins held positions of increasing responsibility at Gilead, most recently as Program and Clinical Lead for Gilead’sGS-5829 (BET inhibitor) andGS-4059 (BTK inhibitor) programs. From November 2009 to May 2013, Dr. Collins held positions of increasing responsibility at Amgen, most recently as Global Lead, Oncology Biosimilars. Prior to joining Amgen, Dr. Collins practiced as a medical oncologist and hematologist for 12 years at Redwood Regional Medical Group, or RRMG, and served as President of RRMG from 2006 to 2009. In 2005, Dr. Collinsco- founded thenon-profit North Bay Cancer Alliance, whose mission is to increase local access to education and cancer care in counties in the northern San Francisco Bay Area. Dr. Collins received a A.B. in Chemistry from Bryn Mawr College and an M.D. from The Johns Hopkins University School of Medicine. Dr. Collins completed her residency in internal medicine at The Johns Hopkins Hospital and completed her fellowship at Stanford University School of Medicine, where she concentrated in gastrointestinal cancer. Dr. Collins is board certified in both oncology and internal medicine.

Francis W. Sarenahas served as our Chief Strategy Officer since September 2016 and as Secretary since December 2010. He also served as Executive Vice President from August 2015 to September 2016, as our General Counsel from December 2010 to September 2016, as Senior Vice President from January 2013 to August 2015 and as Vice President from December 2010 to January 2013. From December 2008 to July 2010, Mr. Sarena served as Vice President, General Counsel and Secretary of Facet Biotech Corporation, a public biotechnology company that was spun off from PDL BioPharma, Inc., or PDL BioPharma, in December 2008 and that was later acquired by Abbott Laboratories in April 2010. From April 2006 to December 2008, Mr. Sarena served at PDL BioPharma in positions of increasing responsibility, most recently as Vice President, General Counsel and Secretary from June 2008 to December 2008. Prior to April 2006, Mr. Sarena served as an associate at Bingham McCutchen LLP where he represented public and private life science and high-tech clients primarily in merger and acquisition transactions, corporate and securities law matters and equity financing transactions. Mr. Sarena received a B.S. in Finance from San Francisco State University and a J.D. from the University of California, Berkeley.

Corporate Governance

Board of Directors

Our Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, our Board does not involve itself in ourday-to-day operations. Our executive officers and management oversee ourday-to-day operations. Our directors fulfill their duties and responsibilities by attending meetings of our Board, which are held from time to time.time, and the respective committees of our Board on which they serve. The independent directors meet in executive sessions without management or anynon-independent directors at least quarterly. The purpose of these executive sessions is to promote open and candid discussion among ournon-employee directors.

Our Board held seveneight meetings during the year ended December 31, 2017.2018. Each incumbent director attended at least 75% of the total meetings of (i) the meetings of our Board held during the period for which he or she has been a director and (ii) the meetings of the committee(s) on which that particular director served during the period for which he or she has been a member of such period.committee(s).

It is our policy to encourage our directors to attend the Annual Meeting. ItAll of our then-current directors attended our 2018 annual meeting of stockholders.

Board Evaluation Processes

Our Board’s evaluation processes, which are overseen by the nominating and corporate governance committee of our Board, include evaluations at the Board, committee, and individual level to ensure the effectiveness of the Board as a whole and its respective committees.

Prior to 2018, the Board undertook an evaluation at the end of each calendar year, during which each Board member assessed the Board and its committees and evaluated whether and to what extent the Board possessed the core competencies we have identified as desirable and relevant to the success of our business. This evaluation process was intended to identify the Board’s strengths and to identify specific areas, if any, that required improvement. Upon completion of the individual assessments, the nominating and corporate governance committee reviewed each member’s assessment and provided a consolidated report to the full Board.

In early 2018, the nominating and corporate governance committee reviewed its annual evaluation process and determined that it would be appropriate to retain a third-party consulting firm to manage the evaluation process for 2018. The nominating and corporate governance committee believed that using an outside consulting firm would enhance the evaluation process by allowing for more candid discussions with individual Board members. The goals of this review included the following:

As part of this review, the consulting firm conducted interviews with each member of our Board, as well as certain members of management, and presented a report of its findings to the nominating and corporate governance committee, as well as the full Board, in May 2018. The consulting firm also provided individual Board members with feedback regarding their respective strengths and opportunities for development. The nominating and corporate governance committee plans to conduct a Board evaluation process in the second half of 2019 incorporating elements of the self-evaluation process used in previous years as well as the assessment conducted by the consulting firm in 2018.

The Board uses the results of its Board evaluations to make improvements at each of the Board, committee and individual levels. At the Board level, the Board uses the results to identify the desired core competencies for director nominees based on the current and anticipated future needs of the company. At the committee level, each committee uses the results to refine the issues that such committee discusses and addresses during the course of the following year. Finally, at the director level, the results are used to identify individual strengths and development areas, including identifying ways in which directors can contribute most meaningfully to the company.

Continuing Education

We believe it is currently anticipated that all continuingimportant for members of our Board will attendto be knowledgeable about our company and our business and to also be familiar with the Annual Meeting. Allduties and responsibilities of directors of public companies and emerging practices in corporate governance. Accordingly, we encourage all members of our Board to participate in seminars, conferences and other continuing education programs designed for directors attendedof public companies, including accredited director education programs, as well as to attend other programs and become members of organizations related to our 2017 annual meetingindustry, corporate governance and Board and committee membership generally, including membership in the National Association of stockholders except for Garry Nicholson, who was not then a director.Corporate Directors. We reimburse expenses associated with such participation, attendance and membership. We also provide our Board with other forms of continuing education, including presentations and other materials developed or provided by subject matter experts within the company and by third parties.

Board of DirectorsIndependence

Rule 5605 of the Nasdaq Listing Rules requires that independent directors comprise a majority of a listed company’s board of directors. In addition, the Nasdaq Listing 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 Rule10A-3 under the Exchange Act. Under Nasdaq Listing Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of a listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of such audit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the company or any of its subsidiaries; or (ii) be an affiliated person of the company or any of its subsidiaries. In addition to satisfying general independence requirements under the Nasdaq Listing Rules, members of a company’s compensation committee must also satisfy additional independence requirements set forth in Rule10C-1 under the Exchange Act and Nasdaq Listing Rule 5605(d)(2). Pursuant to Rule10C-1 under the Exchange Act and Nasdaq Listing Rule 5605(d)(2), in affirmatively determining the independence of a member of a compensation committee of a listed company, the board of directors must consider all factors specifically relevant to determining whether that member has a relationship with the company that is material to that member’s ability to be independent from management in connection with the duties of a compensation committee member, including: (a) the source of compensation of such member, including any consulting, advisory or other compensatory fee paid by the company to such member; and (b) whether such member is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

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Our Board undertooka reviewof thecompositionof our Board and itscommitteesand theindependenceof each director.In reviewingtheindependenceof our directors,our Board considered the relationships that eachnon- therelationshipsthateachnon-employeeemployee directorhas with our companyand allotherfactsand circumstancesour Board deemedrelevantin determiningindependence,includingthebeneficialownershipof our capitalstockby eachnon-employee non-employee director.Based upon informationrequestedfromand providedby eachdirectorconcerninghisor her background,employmentand affiliations,includingfamilyand otherrelationships,includingthoserelationships describedunder“Transactions “Transactions with RelatedPersons,”our Board affirmativelydeterminedthatallof itsour directors satisfygeneralindependencerequirementsundertheNasdaqListingRules, otherthan Mr. Knickerbocker and Dr. Williamsand Mr.Knickerbocker.Williams. Our Board also determined that Mr. DouglasMcDade satisfied general independence requirements under the Nasdaq Listing Rules during the period in which he served as a director, which ended in May 2017. November 2018. In makingthisdetermination,our Board found thatnone of theour directors,otherthan Mr. Knickerbocker and Dr. Williams,and Mr.Knickerbocker,had a materialor otherdisqualifyingrelationshipwith us thatwould interferewith theexerciseof independentjudgmentin carryingout theresponsibilitiesof a director,and thateach director,otherthan Mr. Knickerbocker and Dr. Williams,and Mr.Knickerbocker,is“independent” “independent” as thattermisdefinedunderRule 5605(a)(2)of theNasdaqListingRules. Our Board determinedthatMr. Knickerbocker,our Presidentand Chief ExecutiveOfficer, is not an independent director by virtue of his employment with us, and that Dr. Williams,our former President, Chief Executive Officer and Executive Chairman,are is not an independentdirectors director because he was employed by virtueof theircurrentemploymentwith us.the company within the last three years. Our Board alsodeterminedthateach memberof ouraudit,compensationand nominatingand corporategovernancecommitteessatisfiesthe independencestandardsforsuch committeesestablishedby theSECand theNasdaqListingRules, as applicable.

Committeesof the Board of Directors

Our Board has four standing committees: an audit committee, a compensation and management development committee, or the compensation committee, a nominating and corporate governance committee and a research and development committee.

The following table provides membership and meeting information for the year ended December 31, 20172018 for each committee.

Below is a description of each committee of our Board.

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Audit Committee

Our audit committee is responsible for assisting our Board in its oversight of the integrity of our financial statements, the qualifications and independence of our independent auditors, and our internal financial and accounting controls. Our audit committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to our audit committee. Our audit committee also prepares the audit committee report that the SEC requires to be included in our annual proxy statement. Our audit committee also has authority to engage legal counsel and other consultants, accountants, experts and advisors, as it deems appropriate to carry out its responsibilities.

Messrs. Berger,, Douglas, Nicholson and Ringo served as members of our audit committee in 2017,2018, with Mr. Berger serving as the chairman. Mr. Douglas resigned from our Boardchairman until May 2018 and its committees at the end of his three-year term on our Board in May 2017. Mr. Nicholson was appointed to our audit committee on May 18, 2017 following his appointment to our Board.serving as the chairman thereafter. All members of our audit committee qualify as independent directors under the corporate governance standards of the Nasdaq Listing Rules and the independence requirements of Rule10A-3 of the Exchange Act. In addition, our Board has determined that each member of our audit committee is financially literate and that Mr. Berger qualifies as an “audit committee financial expert,” as such term is currently defined in Item 407(d)(5) of RegulationS-K. In making this determination, our Board considered Mr. Berger’s formal education and the nature and scope of Mr. Berger’s previous experience, coupled with his past and present service on various audit committees. Our audit committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Listing Rules, which is available in the “Corporate Governance” section of our investor relations website atinvestor.fiveprime.com/governance.cfmcorporate-governance. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Audit Committee Report⁽¹⁾

Our Board has determined that all members of our Audit Committee currently meet the independence and qualification standards for audit committee membership set forth in the listing standards and rules of Nasdaq and the SEC, including the heightened independence standards under Exchange Act Rule10A-3.The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20172018 with management and ourthe company’s independent registered public accounting firm, Ernst & Young LLP. The audit committee has discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, Auditing Standard No. 16, Communications with Audit Committees.and the SEC. The audit committee has also received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the audit committee concerning independence and has discussed with Ernst & Young LLP its independence. The audit committee has also considered whether Ernst & Young LLP’s provision ofnon-audit services to the firm’s independence. company is compatible with its independence and concluded that Ernst & Young LLP is independent from the company and its management.

Based on the foregoing, the audit committee recommended to the Board that ourthe company’s audited financial statements be included in ourthe company’s Annual Report on Form10-K for the fiscal year ended December 31, 20172018 for filing with the SEC.

Five Prime Therapeutics, Inc.

Audit Committee

Garry Nicholson, Chairman

Franklin M. Berger, CFA Chair

Garry Nicholson

William Ringo

Compensation Committee

Our compensation committee approves our compensation objectives and approves the compensation of our Chief Executive Officer and other executives. Our compensation committee reviews all components of the compensation of our executive officers, including base salary, bonus, equity compensation, benefits and other perquisites. In determining or making recommendations regarding the compensation and other terms of employment of our executive officers, other than our Chief Executive Officer, our compensation committee may, in its sole discretion, consider the recommendations of our Chief Executive Officer. In fulfilling its responsibilities, our compensation committee may delegate any or all of its responsibilities to a subcommittee of our compensation committee, but only to the extent consistent with our amended and restated certificate of incorporation, our amended and restated bylaws, Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the Code, the Nasdaq Listing Rules, and other applicable law.

Mr. McDade and Drs. Gujrathi and Jensen served as members of our compensation committee, in 2017,with Dr. Gujrathi serving as the chairman, until May 2018. Beginning in May 2018, Dr. Jensen and Messrs. Nicholson and Ringo served as members of our compensation committee, with Dr. Jensen serving as the chairman. Each member of our compensation committee is anon-employee director within the meaning of Rule16b-3 of the rules promulgated under the Exchange Act, each is an outside director as defined by Section 162(m) of the Code, and each is an independent director under the corporate governance standards of the Nasdaq Listing Rules and the independence requirements of Rule10C-1 of the Exchange Act. Our compensation committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Listing Rules, which is available in the “Corporate Governance” section of our investor relations website atinvestor.fiveprime.com/governance.cfmcorporate-governance.

Pursuant to its charter, our compensation committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation. Our compensation committee utilized information, including peer data, regarding the compensation of our directors and senior executive officers provided by Radford, an AON Hewitt company, or Radford, a national executive compensation consulting firm, in evaluating, recommending and determining compensation levels. Our compensation committee also has authority to engage legal counsel and other consultants, accountants, experts and advisors as it deems appropriate to carry out its responsibilities.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has ever been an officer or employee of the company, including during the fiscal year ended December 31, 2017.2018. None of our executive officers serves, or has served during the last three years, as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more of its executive officers serving as one of our directors or as a member of our compensation committee. Further, no member of our compensation committee during the fiscal year ended December 31, 20172018 had any relationship requiring disclosure by the company under Item 404 of RegulationS-K.

Compensation Committee Report⁽¹⁾

The Compensation and Management Development Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with our management. Based on this review and discussion, the Compensation and Management Development Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our Annual Report on Form10-K for the fiscal year ended December 31, 2017.2018.

This report of the Compensation and Management Development Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

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The foregoing report has been furnished by the Compensation and Management Development Committee.

Respectfully submitted,

The Compensation and Management Development Committee of the Board of Directors

Sheila Gujrathi, M.D., Chairman

Peder K. Jensen, M.D., Chairman

Mark D. McDadeGarry Nicholson

William Ringo

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for making recommendations to our Board regarding candidates for directorship and the structure and composition of our Board and its committees. In addition, our nominating and corporate governance committee is responsible for considering nominations by stockholders of candidates for election to our Board, developing and recommending to our Board corporate governance guidelines applicable to the company and advising our Board on corporate governance matters. Our nominating and corporate governance committee also has authority to engage legal counsel and other consultants, accountants, experts and advisors as it deems appropriate to carry out its responsibilities.

Dr. Jensen and Messrs. Berger and Ringo served as members of our nominating and corporate governance committee in 2017,2018, with Dr. Jensen serving as the chairman.chairman until May 2018 and Mr. Ringo serving as the chairman thereafter. Each member of our nominating and corporate governance committee is an independent director under the corporate governance standards of the Nasdaq Listing Rules. Our nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the Nasdaq Listing Rules, which is available in the “Corporate Governance” section of our investor relations website atinvestor.fiveprime.com/governance.cfmcorporate-governance.

It is the policy of our nominating and corporate governance committee to select nominees for director that ensure that our Board as a whole collectively possesses a broad range of skills, expertise, industry and other knowledge, and business and other experience that will enhance Board effectiveness and strengthen our Board’s ability to carry out its oversight role on behalf of stockholders. Though we do not have a specific policy with respect to Board diversity, our nominating and corporate governance committee considers diversity as one of many relevant factors in evaluating potential directors. Our nominating and corporate governance committee considers diversity broadly and may consider the following criteria when considering candidates for our Board, among others that our nominating and corporate governance committee deems appropriate: (i) diversity of personal background, perspective and experience; (ii) personal and professional integrity, ethics and values; (iii) experience in corporate management;management, such as serving as an officer or former officer of a publicly traded company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company; (iv) experience relevant to our industry and with relevant social policy concerns; (v) experience as a board member or executive officer of another publicly heldtraded company; (vi) relevant academic expertise; (vii) practical and mature business judgment, including ability to make independent analytical inquiries; and (viii) promotion of a diversity of business or career experience relevant to our success.

In addition, qualifications, skills and experience in the following areas comprise the core competencies that our Board believes are desirable and relevant to the success of our business:

While each of our current directors possesses one or more of the core competencies listed above, and our nominating and corporate governance committee considers these core competencies in the director nomination process, these core competencies do not encompass all the qualifications, skills and experience that are represented on our Board. In addition, our nominating and corporate governance committee retains the right to modify these core competencies from time to time as it deems appropriate.

In the case of any incumbent director whose term of office is set to expire, the nominating and corporate governance committee reviews such director’s overall service to the company during his or her term, including the number of meetings attended, level of participation, quality of performance and any other relationships or transactions that might impair thesuch director’s independence. The nominating and corporate governance committee also considers the results of the Board’s self-evaluations, conducted annually on a group and individual basis,as described above under the section titled “Board Evaluation Process,” to assess and determine the function and needs of the Board.

In the case of a new director candidate, the nominating and corporate governance committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards,Listing Rules, applicable SEC rules and regulations and the advice of counsel, if necessary. The nominating and corporate governance committee thenoften uses its network of contacts to compile a list of potential candidates and may also engage, if it deems appropriate,often engages a professional search firm to identify and screen additional candidates.candidates and coordinate and advise on candidate search and selection efforts. The nominating and corporate governance committee conducts an extensive evaluation of each potential candidate, including any appropriate and necessary inquiries intoevaluates the background and qualifications of such candidate,candidates, conducts interviews of selected candidates, and then selects a nominee for recommendation to the full Board by majority vote.

In accordance with our amended and restated bylaws and the charter of our nominating and corporate governance committee, nominations and recommendations of individuals for election to our Board at an annual meeting of stockholders may be made by any stockholder of record entitled to vote for the election of directors at such meeting who provides timely notice in writing to our Secretary at our principal executive offices. To be timely, we must receiveSee the notice not less than 90 days nor more than 120 days prior tosection above titled “Questions and Answers About the first anniversary of the date of the prior year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, we must receive the stockholder’s notice (i) no earlier than the close of businessAnnual Meeting” for additional information on the 120th day prior to the proposed date of the annual meeting and (ii) no later than the close of business on the later of the 90th day prior to the annual meeting or the 10th day following the day on which we first make a public announcement of the date of the annual meeting. The stockholder’s written notice must contain specific information required in Section 2.13 of our amended and restated bylaws. For additional information about our director nomination requirements please see our amended and restated bylaws.for stockholder proposals.

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Director nominees identified and submitted by stockholdersareanalyzedby ournominatingand corporategovernancecommitteein the samemanneras nomineesidentifiedby ournominatingand corporategovernancecommittee.Ifournominating and corporategovernance committee. If our nominating and corporate governance committeebelievesa candidatewould be a valuableadditionto our Board, itwill recommendthatcandidate’selection to thefullBoard.

Given that our Board members can provide valuable perspectives and leadership across different areas, our nominating and corporate governance committee periodically reviews and, if and when appropriate, makes recommendations to the Board to reconstitute the membership of its committees and to rotate which member of the Board serves as chair of each committee. At our May 2018 meeting of the Board, our nominating and corporate governance committee recommended to the Board and our Board agreed to reconstitute the membership of our compensation committee and to appoint new chairpersons of the audit, nominating and corporate governance and compensation committees, as described above.

Research and Development Committee

Our research and development committee is responsible for reviewing the strategy, substance and execution of our research and development programs, the quality and performance of our scientific management and the suitability and effectiveness of our research and development process. In addition, our research and development committee is responsible for identifying and keeping our Board apprised of significant emerging science, technology, research and development issues and trends that relate to our business. Drs. Dhingra, Gujrathi and Jensen served as members of our research and development committee in 2017,2018, with Dr. Dhingra serving as the chairman.

Board Leadership Structure

Prior to 2018, our then-President and Role in Risk Oversight

Chief Executive Officer, Lewis T. Williams, served as Chairman of the Board, Leadership Structureand Mark McDade served as our Lead Independent Director. Our Board determined that the combined roles of Chief Executive Officer and Chairman of the Board, along with a strong Lead Independent Director, provided the appropriate leadership and oversight of the company to facilitate effective functioning of both our Board and management.

Our Board separated the positions of Chief Executive Officer and Chairman of the Board effective January 1, 2018 in connection with Aron M. Knickerbocker’s promotion to President and Chief Executive Officer of the company and Dr. Williams’ transition into the role of Executive Chairman. We elected at that time to retain acontinue having Mr. McDade serve as Lead Independent Director. Our Board believes that the separation of the positions of Chief Executive Officer and Chairman of the Board reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. Prior to 2018, the Board determined that the combined roles of Chief Executive Officer and Chairman of the Board, along with a strong Lead Independent Director, provided the appropriate leadership and oversight of the company to facilitate effective functioning of both our Board and management. Though it does not have current plans to do so, our Board may combine the roles of Chief Executive Officer and Chairman of the Board again in the future if it believes that would be in the best interest of the company and its stockholders.

Effective November 30, 2018, Mr. McDade resigned from our Board. At that time, the Board appointed William Ringo as our Lead Independent Director. Effective January 1, 2019, Dr. Williams transitioned from his role as Executive Chairman to Board member, and Mr. Ringo became Chairman of the Board. As our current Executive Chairman and former President and Chief Executive Officer,of the Board, Mr. Ringo presides over meetings of our Board and holds such other powers and carries out such other duties as are customarily carried out by the chairman of the board of directors of a company. Dr. Williams provides valuable insight to our Board due to the perspective and experience he brings as our former Chief Executive Officer and the founder of the company.

Mark D. McDade currently serves as our Lead Independent Director andMr. Ringo also presides over portions of regularly scheduled meetings at which only our independent directors are present. As Lead Independent Director, Mr. McDadeRingo serves as a liaison between management and the independent directors and works in conjunction with the Executive Chairman and Chief Executive Officer to plan and set schedules and agendas for Board meetings, and performs such additional duties as our Board may otherwise determine and delegate.meetings.

Our independent directors meet alone in executive session at no less than four regular meetings of our Board each year. The Lead Independent DirectorChairman of the Board may call additional executive sessions of the independent directors at any time, and the Lead Independent DirectorChairman of the Board must call an executive session at the request of a majority of the independent directors. The purpose of these executive sessions is to promote open and candid discussion amongnon-employee directors.

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Role of the Board in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks. Our Board believes that risk management is an important part of establishing, updating and executing on our business strategy. Our Board, as a whole and at the committee level, has oversight responsibility relating to risks that could affect our corporate strategy, business objectives, compliance, operations, financial condition and performance. Our Board focuses its oversight on the most significant risks facing the company and on its processes to identify, prioritize, assess, manage and mitigate those risks. Our Board and its committees receive regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the company.

Our audit committee, as part of its responsibilities, oversees the management of financial risks, including accounting matters, liquidity and credit risks, corporate tax positions, insurance coverage, and cash investment strategy and results. Our audit committee is also responsible for overseeing the management of risks relating to the performance of our internal audit function, if required, and our independent registered public accounting firm, as well as our systems of internal controls and disclosure controls and procedures. procedures and risks related to data privacy and cybersecurity. For example, relevant members of management periodically report to our audit committee regarding data privacy and cybersecurity risks and related policies and initiatives that the company has implemented to address such risks, including risks related to the collection and handling of personal data obtained from subjects participating in our clinical trials. Additionally, pursuant to its charter, the audit committee may retain, as necessary, subject matter experts and advisers to assist in its oversight of risk management within the company, including with respect to data privacy and cybersecurity risk.

Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation and overall compensation and benefit strategies, plans, arrangements, practices and policies. Our nominating and corporate governance committee oversees the management of risks associated with our overall compliance and corporate governance practices and the independence and composition of our Board. Our research and development committee oversees the management of risks associated with our research and development programs, processes and strategies. Each committee of our Board’s committeesBoard provides regular reports, on at least a quarterly basis, to the full Board. Our Board may also create additional committees in the future to assist in risk oversight.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website atinvestor.fiveprime.com/governance.cfmcorporate-governance.

We intend to satisfy the disclosure requirement under Item 5.05 of Form8-K regarding an amendment to, or a waiver from, any provision of our code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website at the Internet address set forth above. We did not amend or grant any waivers of a provision of our code of business conduct and ethics during 2017.2018.

Hedgingand Pledging Policies

Our trading compliance policy expressly prohibits each of our directors, officers and employees from engaging in any speculative transaction designed to decrease the risks associated with holding our securities, including hedging or similar transactions. We also prohibit any pledging of our securities as collateral for loans and the holding of our securities in margin accounts. An exception from such policies must be approved by our Chief Strategy Officer and Secretary, who serves as our compliance officer, in consultation with our Board or an independent committee of our Board.

StockholderCommunicationswith Our Board of Directors

Stockholders wishing to communicate directly with our Board may send correspondence to our Secretary, c/o Five Prime Therapeutics, Inc., 111 Oyster Point Boulevard, South San Francisco, California 94080. All comments will be forwarded directly to our Board.

ProposalPROPOSAL 2

Advisory Vote on Executive CompensationADVISORY VOTE ON EXECUTIVE COMPENSATION

General

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Exchange Act, we are asking stockholders to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of RegulationS-K.

While this vote is advisory and not binding on the company, it will provide information to our Board and our compensation committee regarding investor sentiment about our executive compensation philosophy, policies and practices. Our Board and our compensation committee value the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will consider our stockholders’ concerns and our compensation committee will evaluate whether any actions are necessary to address those concerns. Our current policy is to provide our stockholders with an opportunity to approve the compensation of our named executive officers each year at the annual meeting of stockholders. Accordingly, we anticipate that the next such vote will occur at the 2020 Annual Meeting.

In considering their vote, stockholders should review with care the information on our compensation policies and decisions regarding our named executive officers contained in the “Compensation Discussion and Analysis” section of this proxy statement. As discussed there, our Board believes that our long-term success depends in large measure on the talent of our employees. Our compensation system plays a significant role in our ability to attract, retain and motivate the highest quality workforce. Our Board believes that its current compensation program achieves the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices.

Accordingly, our Board is asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting anon-binding advisory vote “For” the following resolution: