UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

i

April 29, 20207, 2021

To Our Stockholders:

You are cordially invited to attend the 20202021 annual meeting of stockholders of Spring Bank Pharmaceuticals,F-star Therapeutics, Inc. to be held at 9:00 a.m. Eastern Time on Wednesday,Friday, June 24, 2020.4, 2021. As a result of public health and travel guidance due to COVID-19, this year’s annual meeting will be conducted solely via live audio webcast on the internet. You will be able to attend the virtual annual meeting, vote and submit your questions during the annual meeting by visiting www.virtualshareholdermeeting.com/SBPH2020.www.meetingcenter.io/201675399, password FSTX2021. You will not be able to attend the annual meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about Spring Bank PharmaceuticalsF-star Therapeutics, Inc. that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, two (2) persons will be elected to our Board of Directors. In addition, we will ask stockholders to approve an amendment to the Amended and Restated 2015 Stock Incentive Plan and to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020.2021. The Board of Directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to most of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 29, 2020,20, 2021, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 20202021 annual meeting of stockholders and our 20192020 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone and how to access the virtual annual meeting and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the virtual annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person at the virtual annual meeting or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of Spring Bank Pharmaceuticals.F-star Therapeutics, Inc.

SPRING BANK PHARMACEUTICALS,F-STAR THERAPEUTICS, INC.

35 Parkwood Drive, Suite 210Eddeva B920, Babraham Research Campus

Hopkinton, Massachusetts 01748Cambridge, CB22 3AT, United Kingdom

(508) 473-5993+44-1223-497400

April 29, 20207, 2021

NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS

TIME: 9:00 a.m. Eastern Time

DATE: Wednesday,Friday, June 24, 20204, 2021

ACCESS: This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SBPH2020www.meetingcenter.io/201675399, password FSTX2021, and entering the 16-digit 15-digitcontrol number included in the Notice of Internet Availability or proxy card that you receive. For further information about the virtual annual meeting, please see the Questions and Answers about the Meeting beginning on page 2.

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of Spring Bank Pharmaceuticals,F-star Therapeutics, Inc. common stock at the close of business on April 27, 2020.5, 2021.

If you are a stockholder of record, you may vote in one of the following ways:

If you hold your shares are heldthrough an intermediary, such as a bank or broker, you must register in “streetadvance to vote at the Annual Meeting virtually on the Internet. You may attend the meeting as a guest but must register in advance of the meeting if intending to vote.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your F-star Therapeutics, Inc. holdings along with your name” that is, held and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 1, 2021.

You will receive a confirmation of your accountregistration by aemail after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or other nominee, you will receive instructions from the holderattach an image of record that you must follow for your shareslegal proxy, to be voted.

  legalproxy@computershare.com.

By mail to:

Computershare

F-star Therapeutics, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

A list of stockholders of record will be available at the annual meeting and, during the 10 days prior to the annual meeting, by sending a written request to: Attention: Corporate Secretary, 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748.Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, Cambridge, United Kingdom. All stockholders are cordially invited to attend the virtual annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.

TABLE OF CONTENTS

F-STAR THERAPEUTICS, INC.

Eddeva B920, Babraham Research Campus

iv

SPRING BANK PHARMACEUTICALS, INC.Cambridge, CB22 3AT, United Kingdom

35 Parkwood Drive, Suite 210+44-1223-497400

Hopkinton, Massachusetts 01748

(508) 473-5993

PROXY STATEMENT FOR SPRING BANK PHARMACEUTICALS,F-STAR THERAPEUTICS, INC.

20202021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 24, 2020

4, 2021

This proxy statement, along with the accompanying notice of 20202021 annual meeting of stockholders, contains information about the 20202021 annual meeting of stockholders of Spring Bank Pharmaceuticals,F-star Therapeutics, including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 9:00 a.m. Eastern time, on Wednesday,Friday, June 24, 2020.4, 2021. This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SBPH2020www.meetingcenter.io/201675399, password FSTX2021, and entering the 16-digit15-digit control number included in the Notice of Internet Availability or proxy card that you receive.

In this proxy statement, we refer to Spring Bank Pharmaceuticals,F-star Therapeutics, Inc. as “Spring Bank,“F-star,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors, or our Board, for use at the annual meeting.

On or about April 29, 2020,20, 2021, we intend to commence sending the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement for our 20202021 annual meeting of stockholders and our 20192020 annual report to stockholders to all stockholders entitled to vote at the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY,FRIDAY, JUNE 24, 20204, 2021

This proxy statement, the Notice of Annual Meeting of Stockholders, our form of proxy card and our 20192020 annual report to stockholders are available for viewing, printing and downloading at https://springbankpharm.gcs-web.com/financial-information/annual-reports. www.envisionreports.com/FSTX. To view these materials please have your 16-digit15-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 20192020 on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “Financial Information –— SEC Filings” section of the “Investors & Media” section of our website at www.springbankpharm.com.www.f-star.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by following the instructions included on the Important Notice Regarding the Availability of Proxy Materials or by sending a written request to: Attention: Corporate Secretary, 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748.Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom. Exhibits will be provided upon written request and payment of an appropriate processing fee.

IMPORTANT INFORMATION ABOUT THETHE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board of Directors of Spring BankF-star is soliciting your proxy to vote at the 20202021 annual meeting of stockholders to be held virtually on Wednesday,Friday, June 24, 20204, 2021 at 9:00 a.m. Eastern Time and any adjournments of the meeting, which we refer to as the annual meeting. The proxy statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

This year, our Annual Meeting will be held in a virtual meeting format only. To attend the virtual Annual Meeting, go to www.virtualshareholdermeeting.com/SBPH2020www.meetingcenter.io/201675399, password FSTX2021, shortly before the meeting time, and follow the instructions for downloading the Webcast. You need not attend the annual meeting in order to vote.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20192020 because you owned shares of Spring BankF-star common stock on the record date. We intend to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, the proxy materials to stockholders on or about April 29, 2020.20, 2021.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your F-star Therapeutics, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 1, 2021.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your legal proxy, to

  legalproxy@computershare.com.

By mail:

Computershare

F-star Therapeutics, Inc., Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Why is the Company Holding a Virtual Annual Meeting?

Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees and stockholders, we are relying on the latest technology to host a virtual meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. Stockholders will be able to attend the meeting online and submit questions by visiting www.virtualshareholdermeeting.com/SBPH2020.www.meetingcenter.io/201675399, password FSTX2021. Stockholders will also be able to vote their shares electronically during the meeting.

What Happens if There Are Technical Difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you

encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the meeting log-in page.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials, how to access the virtual meeting, and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

Who Can Vote?

Only stockholders who owned our common stock at the close of business on April 27, 20205, 2021 are entitled to vote at the annual meeting. On this record date, there were 16,998,1399,100,320 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.

You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card

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or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director and whether your shares should be voted for, against or abstain with respect to each of the other proposals.proposal. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our stock transfer agent, Computershare Trust Company, N.A., you may vote:

If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, set of Spring Bank’sF-star’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Spring BankF-star stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

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What are the implications of being an “emerging growth company” and a “smaller reporting company”?

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As such, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering; the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We will remain a smaller reporting company as long as our public float is less than $700 million and we have less than $100 million in annual revenues.

6What was the “Transaction”?

On November 20, 2020, F-star Therapeutics, Inc., formerly known as Spring Bank Pharmaceuticals, Inc. (“Spring Bank”), completed its business combination (the “Transaction”) with F-star Therapeutics Limited (“F-star”) in accordance with the terms of the Share Exchange Agreement, dated as of July 29, 2020 (the “Exchange Agreement”), by and among F-star Therapeutics, Inc., F-star and the holders of issued shares in the capital stock of F-star and the holders of convertible notes of F-star each as set forth therein. Pursuant to the Exchange Agreement, each ordinary share of F-star outstanding immediately prior to the closing of the Transaction (the “Closing”) was exchanged for such number of duly authorized, validly issued, fully paid and non-assessable shares of F-star Therapeutics, Inc. common stock as was equal to the exchange ratio formula determined pursuant to the Exchange Agreement (the “Exchange Ratio”), rounded to the nearest whole share of F-star Therapeutics, Inc. common stock. Also on November 20, 2020, in connection with, and prior to completion of, the Transaction, Spring Bank effected a 1-for-4 reverse stock split of its common stock (the “Reverse Stock Split”). Unless otherwise noted, all references to share amounts in this Proxy Statement reflect the Reverse Stock Split.

SECURITY OWNERSHIP OF CERTAIN BENEFICIALBENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 27, 2020March 31, 2021 for (a) the executive officers named in the Summary Compensation Table contained elsewhere in this proxy statement, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of April 27, 2020March 31, 2021 pursuant to the exercise of options, warrants or convertible notes to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 16,998,1399,100,320 shares of common stock outstanding on April 27, 2020.March 31, 2021.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Spring Bank Pharmaceuticals,F-star Therapeutics, Inc., 35 Parkwood Drive, Suite 210, Hopkinton, MA 01748.Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom. Beneficial ownership representing less than one percent of our outstanding common stock is denoted with an “*.”

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Nominees for Election as Class IIIII Directors:

David Arkowitz has beenTodd Brady, M.D., Ph.D., became a member of the Spring Bank Board of Directors in July 2016 and joined our Board of Directors since January 2014. Since May 2018, Mr. Arkowitz has served asupon the Chief Financial Officer and Treasurer of Flexion Therapeutics, Inc., a biotechnology company. Prior to that, Mr. Arkowitz served as Chief Operating Officer and Chief Financial Officer of Visterra, Inc., which was acquired by Otsuka Pharmaceutical Co., Ltd., a biotechnology company, from September 2013 to May 2018. Prior to joining Visterra, he served as Chief Financial Officer and General Manager at Mascoma Corporation, which was acquired by Lallemand, Inc., a bioconversion company, from 2011 to 2013. From 2007 to 2011, Mr. Arkowitz was Executive Vice President, Chief Financial Officer and Chief Business Officer of AMAG Pharmaceuticals, a specialty pharmaceutical company. Prior to his tenure at AMAG, he served as Chief Financial Officer and Treasurer of Idenix Pharmaceuticals, Inc., which was acquired by Merck & Co., a biopharmaceutical company. Earlier in his career, he spent more than thirteen years at Merck & Co. including as Vice President and Controllerclosing of the U.S. Human Health division and as Controller of the Global Research and Development division. Mr. Arkowitz currently serves on the board of directors of Proteostasis Therapeutics, Inc., a publicly traded biotechnology company, and previously served on the board of directors of Aegerion Pharmaceuticals, Inc., also a publicly traded biotechnology company. Mr. Arkowitz has a BATransaction in Mathematics from Brandeis University and an MBA in Finance from Columbia University Business School. We believe that Mr. Arkowitz is qualified to serve on our Board of Directors because he brings more than 20 years of finance and operations leadership experience in the healthcare, life sciences and biotechnology industries.

Kurt M. Eichler has been a member of our Board of Directors since July 2015. Since his retirement from LCOR, Inc., a private real estate investment and development company specializing in complex urban development, in October 2013, Mr. Eichler has been self-employed in several real estate related investment and development ventures. Mr. Eichler worked in several management and executive capacities at LCOR from 1982 through his retirement in 2013, after serving as a Principal most recently as Executive Vice President and Principal. From 1979 to 1982, Mr. Eichler worked at Merrill Lynch Hubbard Inc. in the Real Estate Debt and Equity Finance Group. Mr. Eichler previously served on the board of directors of two public companies, Dara Biosciences, Inc. and MiMedx Group, Inc. Mr. Eichler holds a BS in Business Administration from the University of Wyoming. We believe that Mr. Eichler is qualified to serve on our Board of Directors because he brings decades of business, operational and board of director experience, including 31 years at LCOR and service on the board of several biotechnology start-up companies.

Directors Continuing in Office:

Class I Directors

Timothy Clackson, Ph.D. has been a member of our Board of Directors since March 2018. From May 2018 to present, Dr. Clackson has served as President and Executive Vice President of Research and Development of Xilio Therapeutics, a privately traded biotechnology company. From June 2010 to May 2017, Dr. Clackson served as president of research and development at ARIAD Pharmaceuticals, Inc. until its acquisition by Takeda. Prior to that, Dr. Clackson served as ARIAD’s senior vice president and chief scientific officer. Dr. Clackson was a postdoctoral fellow at Genentech, Inc. from 1991 to 1994 prior to his joining ARIAD Pharmaceuticals, Inc. in December 1994. Dr. Clackson currently serves on the board of directors of MassBio and a privately traded biotechnology company. He received a B.A. in biochemistry from the University of Oxford, and a Ph.D. in biology from the University of Cambridge. We believe that Dr. Clackson is qualified to serve on our Board of Directors because of his decades of experience in the biotechnology industry, including his specific experience as president of research and development and chief scientific officer of ARIAD Pharmaceuticals, Inc.

Pamela Klein, M.D. has served as a member of our Board of Directors since July 2019. Dr. Klein is a principal and founder of PMK BioResearch, which offers strategic consulting in oncology drug development to corporate boards, management teams and the investment community, a position she has held since 2008. From 2009-2011, she served as Chief Medical Officer of Intellikine, which was acquired by Takeda. Previously, Dr. Klein spent seven years at the National Cancer Institute as Research Director of the NCI-Navy Breast Care Center, after which she joined Genentech in 2001. While at Genentech, she held roles of increasing responsibility including Vice President, Development. Dr. Klein currently serves as a member of various scientific advisory boards and also serves on the board of directors of argenx SE and I-Mab Biopharma, both publicly traded biotechnology companies. Dr. Klein is also a board member of Patrys Limited, a biotechnology company located in Australia.  Dr. Klein holds a B.A. in biology from California State University and an M.D. from Stritch School of Medicine, Loyola University Chicago, and is trained in internal medicine and medical oncology. We believe that Dr. Klein is qualified to serve on our Board of Directors because of her decades of experience with drug development and biotechnology companies.

Class III Directors

Todd Brady, M.D., Ph.D., has been a member of our Board of Directors since July 2016.November 2020. He currently serves as Chief Executive Officer, President, and Director of Aldeyra Therapeutics, Inc., a publicly traded biotechnology company focused on the development

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of novel drugs for the treatment of immune-mediated diseases. Dr. Brady was appointed President and Chief Executive Officer of Aldeyra Therapeutics in 2012, having been a member of the board of directors since 2005. Dr. Brady also served as Entrepreneur in Residence at Domain Associates, LLC, a healthcare venture capital firm, where he was a Principal from 2004 to 2013. Dr. Brady also currently serves on the board of directors of Evoke Pharma, Inc., a publicly traded specialty pharmaceutical company, and has previously served on the board of directors of Oncobiologics, Inc. and numerous privately traded biotechnology companies. Dr. Brady holds a Ph.D. in pathology from Duke University Graduate School, a M.D. from Duke University Medical School, and an A.B. in Philosophy and Psychology from Dartmouth College. We believe that Dr. Brady is qualified to serve on our Board of Directors because of his board of directors’ experience at other biotechnology companies, as well as his leadership experience in healthcare operations, investing, and research, including his specific experience as president and chief executive officer of Aldeyra Therapeutics, Inc.

Martin DriscollEdward Benz, Jr., M.D. Dr. Benz joined the F-star Board of Directors in December 2019 and is a renowned leader in the field of oncology with a distinguished career spanning more than 40 years across industry and academia. Dr. Benz has been our President and Chief Executive Officer Emeritus of the Dana-Farber Cancer Institute, Boston, MA since October 2016. He has also served as the Richard and DirectorSusan Smith Distinguished Professor of Medicine, Professor of Pediatrics, Professor of Genetics and Faculty Dean Emeritus for Oncology at Harvard Medical School since August 2015. In September 2015, Mr. Driscoll was appointed ChairmanNovember 2000. Dr. Benz currently serves as an independent director on the boards of Deciphera Pharmaceuticals and Candel Therapeutics and he serves on the non-profit boards of trustees of Rockefeller University, Mount Desert Island Hospital and MDI Biolabs. Former associate editor of the New England Journal of Medicine, Dr. Benz has authored over 300 peer-reviewed publications and holds several senior positions on various academic boards. He received his Doctor of Medicine from Harvard Medical School and holds an M.A. from Yale University and a B.S. from Princeton University. We believe that Dr. Benz’s extensive experience in the field of oncology qualifies him to serve on the Bboard of Directors.

Directors Continuing in Office:

Class I Directors

Pamela Klein, M.D. became a member of the Spring Bank Board of Directors in July 2019 and joined our Board of Directors upon closing of the Transaction in November 2020. Dr. Klein is a principal and founder of PMK BioResearch, which offers strategic consulting in oncology drug development to corporate boards, management teams and the investment community, a position heshe has held until Mr. Smith’s appointment to that position on January 1, 2019.since 2008. From October 2010 until July 2015, he2009-2011, she served as CEOChief Medical Officer of Asmacure Ltée, a venture-backed clinical-stage biopharmaceutical company,Intellikine, which was acquired by Takeda. Previously, Dr. Klein spent seven years at the National Cancer Institute as Research Director of the NCI-Navy Breast Care Center, after which she joined Genentech in 2001. While at Genentech, she held roles of increasing responsibility including Vice President, Development. Dr. Klein currently serves as a privately held Canadian life sciences company in July 2015. Prior to Asmacure, from 2008 until 2010, Mr. Driscoll was the Chief Executive Officermember of various scientific advisory boards and a director of Javelin Pharmaceuticals, Inc., a publicly traded developer of acute care pain products that was acquired in 2010 by Hospira, Inc. Prior to that, he served in various senior management roles at Schering-Plough Corporation, ViroPharma, Inc. and Reliant Pharmaceuticals, Inc. In 2007, Mr. Driscoll co-founded Pear Tree Pharmaceuticals, Inc., a privately held developer of women’s healthcare products. Mr. Driscoll does not currently servealso serves on the board of directors of any publicly traded company, but he previously served on the board of directors of Javelin Pharmaceuticals, Inc., Genta, Inc.Argenx SE, Jiya Acquisition Corporation and MetaStat, Inc.,I-Mab Biopharma, all of which are or were publicly traded biotechnology companies. Mr. DriscollDr. Klein is also a board member of Patrys Limited, a biotechnology company located in Australia. Dr. Klein holds a B.Sc.B.A. in communicationsbiology from theCalifornia State University and an M.D. from Stritch School of Texas at Austin.Medicine, Loyola University Chicago, and is trained in internal medicine and medical oncology. We believe that Mr. DriscollDr. Klein is qualified to serve on our Board of Directors because of his service as our Presidenther decades of experience with drug development and biotechnology companies.

Geoffrey Race. Mr. Race joined the F-star Board of Directors in December 2019. Mr. Race brings more than 20 years of experience at both the Chief Financial and Chief Executive Officer and his experiencelevel in the biotechnologylife sciences industry. Mr. Race serves as Chief Financial Officer and Chief Business Officer of Minerva Neurosciences Inc., a

company he co-founded in 2013 through the merger of Cyrenaic Inc. and Sonkei Inc. which was subsequently listed on Nasdaq in 2014. He previously served as Chief Executive Officer of Funxional Therapeutics Ltd. He also served as Chief Financial Officer at PanGenetics B.V. between 2006 and 2010. Mr. Race is a director of Sensyne Health plc, and is a founder and Chairman of Huq Industries Limited. He is a Fellow of the Chartered Institute of Management Accountants and earned his MBA from Durham University Business School. We believe that Mr. Race’s experience as a financial executive in the life sciences industry qualifies him to serve on the Board of Directors.

Patrick Krol Mr. Krolhas been a member of ourserved on F-star’s Board of Directors since August 2018May 2019 and was appointed as chairmanserved on the board of our Boarddirectors of Directors effective January 1,F-star Alpha, F-star Beta and F-star Delta from their respective incorporation dates to May 2019. Mr. Smith is currently the President of Bioatla, LLC, a privately held biotechnology company. Mr. Smith previouslyKrol also served as presidenta member of the supervisory board of F-star GmbH until May 2019. Mr. Krol joined venture capital fund Aescap Venture in 2005 and chief operating officer at Celgene Corporation from April 2017 to April 2018. From 2010 through April 2017, Mr. Smithhas served as an executive vice presidenta Managing Director since 2011. In 2016, Mr. Krol founded Aescap Life Sciences, a biotech fund investing in public biotechnology companies, for which he acts as Portfolio Manager. From 1995 until 2004, Mr. Krol was the founder and presidentManaging Director of Inflammation & Immunology at Celgene. Prior to joining Celgene in 2008,Firm United Healthcare. Mr. Smith was a vice president & general manager and head of strategic marketing and business analysis at Biovail Pharmaceuticals, Inc. Mr. SmithKrol currently serves on the board of directors of Titana number of private companies and is a director at Shire International Licensing BV, a subsidiary of Takeda Pharmaceuticals Company, Ltd, since 2004. Mr. Krol received an M.B.A. in Executive Management and Consultancy from Lemniscaat Management School, a publicly traded biotechnology company,M.Sc. from Business School Netherlands and other privately traded biotechnology companies. He received his B.S. degree in Chemistry and Biology and his Honors B.S. degree in Toxicology and Pharmacologya B.A. from the University of Western Ontario and his Master’s degree in International Management from the American Graduate School of International Management in Glendale, AZ.Hogeschool Utrecht. We believe that Mr. SmithKrol’s experience with healthcare ventures, as well as his experience serving as a director of other life sciences companies, qualifies him to serve on the Board of Directors.

Class II Directors

David Arkowitz became a member of the Spring Bank Board of Directors in January 2014 and joined our Board of Directors upon closing of the Transaction in November 2020. Since May 2018, Mr. Arkowitz has served as the Chief Financial Officer and Treasurer of Flexion Therapeutics, Inc., a biotechnology company. Prior to that, Mr. Arkowitz served as Chief Operating Officer and Chief Financial Officer of Visterra, Inc., which was acquired by Otsuka Pharmaceutical Co., Ltd., a biotechnology company, from September 2013 to May 2018. Prior to joining Visterra, he served as Chief Financial Officer and General Manager at Mascoma Corporation, which was acquired by Lallemand, Inc., a bioconversion company, from 2011 to 2013. From 2007 to 2011, Mr. Arkowitz was Executive Vice President, Chief Financial Officer and Chief Business Officer of AMAG Pharmaceuticals, a specialty pharmaceutical company. Prior to his tenure at AMAG, he served as Chief Financial Officer and Treasurer of Idenix Pharmaceuticals, Inc., a biopharmaceutical company, which was acquired by Merck & Co. Earlier in his career, he spent more than thirteen years at Merck & Co. including as Vice President and Controller of the U.S. Human Health division and as Controller of the Global Research and Development division. Mr. Arkowitz currently serves on the board of directors of Yumanity Therapeutics, Inc. (NASDAQ:YMTX). Mr. Arkowitz has a BA in Mathematics from Brandeis University and an MBA in Finance from Columbia University Business School. We believe that Mr. Arkowitz is qualified to serve on our Board of Directors because he brings more than 30 years of finance and operations leadership experience in the healthcare, life sciences and biotechnology industries.

Eliot Forster, Ph.D.has served as F-star’s Chief Executive Officer since October 2018 and as a member of F-star’s Board of Directors since May 2019. Dr. Forster also serves on the boards of directors of F-star Alpha, F-star Beta, F-star Biotechnology, F-star Delta and F-star Therapeutics LLC, in each case from October 2018, and is the sole managing director for F-star GmbH since May 2019. From January 2015 to February 2018, Dr. Forster served as Chief Executive Officer of Immunocore Limited. Prior to that, he served as Chief Executive Officer of Creabilis S.A. (which was subsequently acquired by Sienna Biopharmaceuticals, Inc.) from May 2010 to January 2015. From May 2007 to May 2010, Dr. Forster served as Chief Executive Officer of Solace Pharmaceuticals Inc. Dr. Forster also served as Head of Development and Operations for the European Union and Asia at Pfizer Inc. from 1996 to 2007. Since June 2018, Dr. Forster has served as non-executive chairman of Avacta Group plc, which is publicly traded on the London Stock Exchange. Since September 2020, Dr Forster has served as non-executive director of Immatics NV (NASDAQ IMTX). Dr. Forster is an Honorary Visiting

Professor of Molecular and Clinical Cancer Medicine at the University of Liverpool, an honorary professor at the University of Pavia (Italy) and a board member of the Office for Strategic Coordination of Health Research and the National Genomics Board. He holds a Ph.D. from University of Liverpool, an M.B.A. from Henley Management College, and a B.Sc. with honors from University of Liverpool. We believe that Dr. Forster is qualified to serve on the Board of Directors due to his career involvingbusiness and technical expertise, along with his strategic insight into F-star’s business as its current Chief Executive Officer.

Nessan Bermingham, Ph.D. Dr. Bermingham has served as a member of F-star’s Board of Directors and as its chairman since May 2019. Dr. Bermingham previously served on the developmentboard of successful biopharmaceutical franchisesdirectors of F-star Alpha, F-star Beta and F-star Delta from April 2018 to May 2019. Dr. Bermingham also served as a member of the supervisory board of F-star GmbH until May 2019. Dr. Bermingham currently serves as President, Chief Executive Officer and director of Triplet Therapeutics since November 2018. From May 2014 to December 2017, Dr. Bermingham served as co-founder, President and Chief Executive Officer of Intellia Therapeutics, Inc. Prior to Intellia, from 2002 to 2007 and 2012 to 2014 Dr. Bermingham held various positions at Atlas Ventures including a member of the Atlas Venture Investment Team from 2002 to 2007. Dr. Bermingham currently serves as the executive chairman of Korro Bio, Inc. Dr. Bermingham received a Ph.D. in Molecular Biology from Imperial College London and received a B.S. from Queen’s University Belfast. We believe that Dr. Bermingham’s experience in the life sciences industry, as well as his biotechnology expertise drawn from his experiences at Celgene.scientific background, qualifies him to serve on the Board of Directors.

Director Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent 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 governance committees be independent under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our 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.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. In order to be considered independent for purposes of Rule 10C-1, a board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our Board of Directors has reviewed the composition of our Board of Directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, and the materiality of any relationship that each of our directors has with Spring Bank,F-star, our

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Board of Directors has determined that each of our directors, with the exception of Martin Driscoll,Dr. Forster, our Chief Executive Officer, is an “independent director” as defined under Rule 5606(a)5605(a)(2) of the Nasdaq Listing Rules. Thus, our Board of Directors has determined that each of David Arkowitz, Todd Brady, MD., Ph.D., Timothy Clackson,Pamela Klein, M.D., Nessan Bermingham, Ph.D., Kurt M. Eichler, Pamela Klein, MD.Edward Benz, Jr., M.D., Patrick Krol and Scott SmithGeoffrey Race are each independent. Our Board of Directors determined that David

Arkowitz, Kurt EichlerDr. Brady and Scott Smith,Geoffrey Race, who comprise our Audit Committee, and Kurt Eichler, Timothy Clackson, Ph.D.,Dr. Bermingham, David Arkowitz, and David Arkowitz,Geoffrey Race who comprise our Compensation Committee, satisfy the applicable independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board of Directors, Committees and Meetings

During the fiscal year ended December 31, 20192020 there were nineten meetings of our Board of Directors. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during the year ended December 31, 2019.2020. The non-employee directors met in executive session during each of the regularly scheduled Board of Directors meetingmeetings during the year ended December 31, 2019.2020.

Continuing directors and nominees for election as directors are strongly encouraged to attend each annual meeting of stockholders. All of our directors that were then serving on our Board of Directors attended our annual meeting of stockholders held in 2019.2020.

We have established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee and a Science and Technology Committee. Each of these committees operates under a charter that has been approved by our Board of Directors and satisfies any applicable rules and regulations of the SEC and the applicable listing standards of the Nasdaq Stock Market. A copy of each charter can be found under the “Investors & Media –News — Corporate Governance” section of our website at www.springbankpharm.com.www.f-star.com. Members will serve on these committees until their resignation or as otherwise determined by our Board of Directors.

Audit Committee

Messrs.David Arkowitz, EichlerTodd Brady and Smith,Geoffrey Race, each of whom is a non-employee member of our Board of Directors, comprise our Audit Committee. Mr. Arkowitz is the chair of our Audit Committee. Our Board of Directors has determined that Messrs. Arkowitz, EichlerBrady and SmithRace satisfy the requirements for independence under Rule 10A-3 promulgated under the Exchange Act. Our Board of Directors has determined that Mr. Arkowitz qualifies as an “audit committee financial expert,” as defined in the SEC rules, and satisfies the financial sophistication requirements of the Nasdaq Stock Market. Our Audit Committee held fourfive meetings during 2019.2020. The Audit Committee is responsible for, among other things:

The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee has engaged Radford, Aon Hewitt, a business unit of Aon plc,Pearl Meyer as its independent compensation consultant. RadfordPearl Meyer provides analysis and recommendations to the Compensation Committee regarding:

RadfordPearl Meyer performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services. When requested, RadfordPearl Meyer consultants attend meetings of the Compensation Committee, including executive sessions in which executive compensation related matters are discussed without the presence of management. RadfordPearl Meyer reports to the Compensation Committee and not to management, although RadfordPearl Meyer meets with management for purposes of gathering information for its analyses and recommendations.

In determining to engage Radford,Pearl Meyer, the Compensation Committee considered the independence of Radford,Pearl Meyer, taking into consideration relevant factors, including the absence of other services provided to the Company by Radford,Pearl Meyer, the amount of fees the Company paid to Radford as a percentage of Radford's total revenue,Pearl Meyer, the policies and procedures of RadfordPearl Meyer that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by RadfordPearl Meyer with any executive officer of the Company, any business or personal relationship the individual compensation advisors employed by RadfordPearl Meyer have with any member of the Compensation Committee, and any stock of the Company owned by RadfordPearl Meyer or the individual compensation advisors employed by Radford.Pearl Meyer. The Compensation Committee has determined, based on its analysis and in light of all relevant factors, including the factors listed above, that the work of RadfordPearl Meyer and the individual compensation advisors employed by RadfordPearl Meyer as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that RadfordPearl Meyer is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.

Nominating and Corporate Governance Committee

Dr. BradyNessan Bermingham and Mr. SmithPamela Klein comprise our Nominating and Corporate Governance Committee. Our Board of Directors has determined that Dr. BradyBermingham and Mr. SmithDr. Klein meet the requirements for independence under the rules of the Nasdaq Stock Market. Dr. BradyBermingham is the chair of our Nominating and Corporate Governance committee. Our Nominating and Corporate Governance Committee held three meetingsone meeting during 2019.2020. The Nominating and Corporate Governance committee is responsible for, among other things:

bylaws, including submitting the names of director candidates, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, as well as other information required by our amended and restated bylaws. Such recommendations shall be sent to Corporate Secretary, Spring Bank Pharmaceuticals,F-star Therapeutics, Inc., 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748.Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom. Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stockholders also have the right under our amended and restated bylaws to directly nominate director candidates, without any action or recommendation on the part of the committee or our Board of Directors, by following the procedures set forth under the heading “Stockholder Proposals and Nominations for Director” in this proxy statement.

Board Leadership Structure

Our corporate governance guidelines do not provide that we are required to have any specific board structure, and our Board of Directors is given the flexibility to select its chairman and our chief executive officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the positions of chairman and the chief executive officer may be filled by either one individual or two individuals. As of January 1, 2019, ourOur Board of Directors has separated the positions of chairman and chief executive officer such that Mr. SmithDr. Bermingham holds the position of Chairman of our Board of Directors and Mr. DriscollDr. Forster remains our President and Chief Executive Officer.

Mr. SmithDr. Bermingham has authority, among other things, to call and preside over meetings of our Board of Directors, including executive sessions of our non-employee independent directors, to set meeting agendas and to determine materials to be distributed to our Board of Directors. Accordingly, our chairman has substantial ability to shape the work of the Board of Directors. Our Board of Directors believes that this structure serves the interests of our stockholders because it allows our Chief Executive Officer to focus primarily on our business strategy and operations and most effectively leverages the experience of the Chairman. The separation of these positions also reinforces the independence of the Board of Directors in its oversight of our business and affairs. In addition, the Board of Directors believes having an independent chairman can create an environment that is more conducive to objective evaluation and oversight of management’s performance, potentially increasing management accountability and improving the ability of our Board of Directors to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, our Board of Directors believes having an independent chairman can enhance the effectiveness of our Board of Directors as a whole.

Communications from Stockholders

Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The Chairman of our Nominating and Corporate Governance Committee, with the advice and assistance from our legal counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the Chairman of the Board considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our Board of Directors should address such communications to Board of Directors, Spring Bank Pharmaceuticals, 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748 or by email at board@springbankpharm.comF-star. Therapeutics, Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, United Kingdom.

Stockholder Engagement

Senior management regularly engages with our stockholders at industry conferences and investor meetings. In response to feedback gained through these meetings, we remain focused on delivering on our growth strategy, and we continue to enhance the transparency and disclosure of our financial, operational and governance performance.

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Our senior management team keeps the Board regularly updated on the views of stockholders and provides reports from financial and other advisers concerning institutional stockholder feedback.

Oversight of Risk

Our Board of Directors oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our Board of Directors and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our Board of Directors oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our Audit Committee oversees risk management activities related to financial controls and legal and compliance risks; our Compensation Committee oversees risk management activities relating to our compensation policies and practices; and our Nominating and Corporate Governance committee oversees risk management activities relating to Board of Directors composition and management succession planning. Each committee reports to the full Board of Directors on a regular basis, including reports with respect to the committee’s risk oversight activities, as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full Board of Directors discuss particular risks.

Our Compensation Committee has discussed the concept of risk as it relates to our compensation programs, including our executive compensation program. Our Compensation Committee believes that our compensation programs do not encourage excessive or inappropriate risk taking and that any risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on our Company. Our Compensation Committee believes that any such risks are mitigated by:

Code of Business Conduct and Ethics

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and our other executive and senior financial officers. The full text of our code of business conduct and ethics is available on the “Investors & Media – CorporateNews — Governance” page on our website. We intend to post any amendment to our code of business conduct and ethics, and any waivers of such code for directors and executive officers, on our website and will be included in a Current Report on Form 8-K within four business days following the date of the

amendment or waiver, unless website posting or the issuance of a press release of such amendments or waivers is then permitted by the rules of The Nasdaq Stock Market.

Hedging and Pledging Policy

Under our Insider Trading Policy,Our directors and executive officers are prohibited from (1) selling our securities “short” at any time, (2) buying or selling puts, calls or similar instruments on our securities and (3) engaging in any other hedging transactions with respect to our securities. Directors and executive officers may not hold our stock in a margin account. In addition, unless the transaction has been approved by our Audit Committee, directors and executive officers may not at any time pledge our stock as collateral for a loan.

Executive Officers

The following table sets forth certain information regarding our executive officers. All executive officers are at-will employees.

* Mr. Driscoll is a member of our Board of Directors. See “Management and Corporate Governance – The Board of Directors” for more information about Mr. Driscoll.

Eliot Forster, Ph.D.has served as F-star’s Chief Executive Officer since October 2018 and as a member of F-star’s Board of Directors since May 2019. Dr. Forster also serves on the boards of directors of F-star Alpha, F-star Beta, F-star Biotechnology, F-star Delta and F-star Therapeutics LLC, in each case from October 2018, and is the sole managing director for F-star GmbH since May 2019. From January 2015 to February 2018, Dr. Forster served as Chief Executive Officer of Immunocore Limited. Prior to that, he served as Chief Executive Officer of Creabilis S.A. (which was subsequently acquired by Sienna Biopharmaceuticals, Inc.) from May 2010 to January 2015. From May 2007 to May 2010, Dr. Forster served as Chief Executive Officer of Solace Pharmaceuticals Inc. Dr. Forster also served as Head of Development and Operations for the European Union and Asia at Pfizer Inc. from 1996 to 2007. Since June 2018, Dr. Forster has served as non-executive chairman of Avacta Group plc, which is publicly traded on the London Stock Exchange. Since September 2020, Dr Forster has served as non-executive director of Immatics NV (NASDAQ:IMTX). Dr. Forster is an Honorary Visiting Professor of Molecular and Clinical Cancer Medicine at the University of Liverpool, an honorary professor at the University of Pavia (Italy) and a board member of the Office for Strategic Coordination of Health Research, and the National Genomics Board. He holds a Ph.D. from University of Liverpool, an M.B.A. from Henley Management College, and a B.Sc., with honors, from University of Liverpool. We believe that Dr. Forster is qualified to serve on the Board of Directors due to his business and technical expertise, along with his strategic insight into F-star’s business as its current Chief Executive Officer.

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Darlene Deptula-Hicks has served as Lori FirmaniF-star’sjoined us in Chief Financial Officer since May 2019. Since January 2016 as our Corporate Controller2018, Ms. Deptula-Hicks has operated Crimson Consulting LLC, a strategic and financial consulting services company, and has served as our Vice President, Finance since January 2020.acting Chief Financial Officer for Northern Biologics, Inc. From June 2015May 2017 to January 2016,2018, she served as the ControllerSenior Vice President and Chief Financial Officer of Genzyme External ManufacturingT2 Biosystems, Inc., (NASDAQ:TTOO) and from December 2014 to February 2017, Ms. Deptula-Hicks was Senior Vice President and Chief Financial Officer of Sanofi Genzyme., a biotechnology company. Prior to Sanofi Genzyme, Ms. Firmani was the Senior Manager of Product Costing and Financial Planning & Analysis of AstraZenecaPieris Pharmaceuticals, Inc., a biopharmaceutical company, from March 2004 to June 2011. Ms. Firmani (NASDAQ:PIRS) From 2012 until November 2014, she served as the Assistant ControllerVice President and Chief Financial Officer of the Medical Business Unit of Planar Systems,Microline Surgical, Inc., a medical device company that manufactures diagnostic imaging equipment, Ms. Deptula-Hicks received an M.B.A. from July 2002 to March 2004. Ms. Firmani began her career at Deloitte and Grant Thornton LLP, where she worked in the audit and financial advisory services practices. Ms. Firmani is a certified public accountant in the Commonwealth of Massachusetts and holds an MBA from Babson CollegeRivier University and a BSB.S in Accounting from Southern New Hampshire University. Ms. Deptula-Hicks currently serves on the Stateboard of directors of Giner Life Sciences and previously served on the board of directors

and as audit committee chair of Xentic Biosciences (NASDAQ:XBIO), US Falcon, Inc., Technest Holdings, Inc. (AMEX:TCNH) and, IMCOR Pharmaceuticals (NASDAQ:IMPH).

Louis Kayitalire, M.D. Dr. Kayitalire brings over 20 years’ experience in oncology and immuno-oncology, joining F-star in June 2019 from Bristol-Myers Squibb where he was responsible for the clinical research strategy for broad development of oncology assets and advancing clinical research efforts with a team of medical directors from March 2016 to June 2019. Prior to that, Dr. Kayitalire held senior positions at major pharmaceutical companies including Celgene from September 2013 to March 2016. Dr. Kayitalire completed his medical training at Butare University, Rwanda and later as Assistant Professor in Oncology at the Paris XI University of New York at Geneseo.France. He is an active member of the American Society of Clinical Oncology (ASCO), the American Association for Cancer Research (AACR) and the Society for Immunotherapy of Cancer (STIC).

R. P. “Kris” Iyer,Neil Brewis, Ph.D. is one of our founders and has been ourserved as F-star’s Chief Scientific Officer since our inception in 2002.November 2015. He also serves on the board of directors of F-star Therapeutics LLC. From 2007 to October 2015, Dr. Iyer was a memberBrewis served as Vice President, Head of our BoardBiopharmaceuticals Research at GlaxoSmithKline plc. Prior to that, Dr. Brewis served as Head of DirectorsResearch at Domantis Ltd. from 2002 to July 2019.2007, when the company was acquired by GlaxoSmithKline plc. Dr. Iyer was co-founder and VPBrewis is an Honorary Doctor of Discovery at Origenix Technologies, Inc., a clinical-stage biotech company,Science from 1998 to 2002. From 1993 to 1998, Dr. Iyer was a Senior Scientist and Associate Director of the Discovery Group at Hybridon, Inc. (now known as Idera Pharmaceuticals, Inc.). Previously, Dr. Iyer was a Professor of Medicinal Chemistry at the University of Bombay, a Visiting Scientist at the University of Texas, M. D. Anderson Cancer Center and a Visiting Scientist at the Center for Biologics Evaluation and Research at FDA/NIH. Dr. Iyer received his BS, with honors, in chemistry and physics, his BS degrees in the Technology of Pharmaceuticals and Fine Chemicals and his MS in Medicinal and Pharmaceutical Chemistry from the University of Bombay.Hertfordshire University. He received a Ph.D. degree in Pharmaceutical SciencesBiochemistry from theDundee University of the Pacificand a B.Sc. with honors in Stockton, California and carried out postdoctoral work at the Oak Ridge National Laboratory and at Johns HopkinsApplied Biology from Hertfordshire University.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Executive Compensation

This section discusses material components of our executive compensation program for the following individuals, each of whom is one of our “named executive officers” for 2019:2020:

20192020 Summary Compensation Table

The following table provides information regarding the compensation paid or accrued to each of our named executive officers for the fiscal years ended December 31, 20182020 and December 31, 2019. Our named executive officers include our principal executive officer, our principal financial officer and our two next most highly compensated executive officers who were serving as executive officers as ofserved during the fiscal years ended December 31, 2020 and 2019.

reflect discretionary bonuses paid in 2019 for performance during 2018.

Narrative Disclosure Pursuant to Summary Compensation Table

Our Compensation Committee conducts an annual review and evaluation of all elements of our executive compensation program to determine whether our program is competitive with the companies with which we compete for executive talent and to ensure that the program effectively incentivizes management to build stockholder value. The Compensation Committee has engaged Radford, an Aon company, a national executive compensation consulting firm experienced in the development of executive compensation programs for the biopharmaceutical industry, to review and provide recommendations concerning all of the components of our executive compensation program. Radford performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services for which they were engaged. Radford assists the Compensation Committee in defining the appropriate landscape of comparable companies for executive compensation levels and practices and in comparing our executive compensation program against those companies and the broader marketplace. Our Compensation Committee considers peer group and other industry compensation data along with the recommendations of our compensation consultant when making decisions related to executive compensation. Specifically, our Compensation Committee considers the competitiveness of our compensation program, internal perceptions of equity and individual performance and role of each executive when making compensation determinations. Our Compensation Committee, applying its judgment and discretion, uses the peer group data provided by Radford primarily to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peer companies.  

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As a general philosophy, our Compensation Committee targets a higher percentile for equity incentive compensation compared to cash compensation (base salary and target bonus amount) based on the belief that equity incentives encourage retention of our executive officers and strongly align the interests of our executives with our stockholders and incentivize our executive officers to perform and therefore drive stockholder value. Our primary elements of executive compensation include base salary and annual bonus amounts, along with equity incentives, each of which is described in more detail below.

Base salary and annual bonus amounts. We pay base salaries to recognize the experience, skills, knowledge and responsibilities required of all of our employees, including our named executive officers. None of our executive officers are currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. All ofSEC rules, our named executive officers are eligible to receive annual cash bonuses, at the discretion of our Board of Directors, which promote and reward our executives for the achievement of key strategic and business goals. We establish bonus targets based on a percentage of base salary for each of ouralso include three former executive officers and each year we approve a set of specified corporate and individual goalsSpring Bank. The compensation for our executive officers and conduct an annual performance reviewthose executives reflected in the table was paid by Spring Bank prior to determine the attainment of such goals. Executive officer bonuses are based on the achievement of these corporate and individual goals. Our Compensation Committee and Board of Directors make the final determinationClosing of the extent to which such goals were achieved and the final amount of such bonus awards.

In January 2020, our Compensation Committee determined to not increase any base salaries for our named executive officers. Accordingly, the annual base salaries for Mr. Driscoll, Dr. Iyer and Mr. Freve remained at $495,000, $378,000 and $363,000, respectively. For the 2019 bonus plan period covering the 12-month period beginning on January 1, 2019 and ending on December 31, 2019, our corporate goals were generally related to clinical, preclinical, operational and business development objectives and Mr. Driscoll, Dr. Iyer and Mr. Freve were eligible for performance bonuses of 50%, 35% and 35%, respectively, of their respective base salaries. Based on the Compensation Committee certifying the achievement of 47.5% of our 2019 goals, in January 2020, we awarded bonuses to Mr. Driscoll, Dr. Iyer and Mr. Freve of $61,875, $62,843 and $60,349, respectively, representing 25% of Mr. Driscoll’s target bonus and 47.5% of each of Dr. Iyer’s and Mr. Freve’s respective target bonuses.

In late 2019, Radford advised our Compensation Committee that the then outstanding long-term incentive awards held by our executive officers did not offer any retentive value because all of the then outstanding long-term incentive awards were significantly out-of-the money, and therefore did not accomplish the intended purpose of providing meaningful long-term incentive to our executive officers. In an effort to motivate and incentivize key employees, with the ultimate goal of driving retention of such key employees, and after considering the significant shift in focus of the Company’s clinical development program to a clinical asset at an earlier stage of development, the Compensation Committee approved the award of a one-time contingent retention bonus to each of Mr. Driscoll and Mr. Freve, payable only in the event that each named executive officer remained employed by us on December 15, 2020. Mr. Driscoll is eligible to receive a retention bonus equal to 25% of his target bonus, or $61,875, and Mr. Freve was eligible to receive a retention bonus equal to 52.5% of his target bonus, or $66,701. On April 7, 2020, Mr. Freve informed us of his resignation, effective April 24, 2020, to pursue an opportunity at another biotechnology development company. As such, Mr. Freve will not be entitled to receive the retention bonus.

Equity incentive grants. Our Compensation Committee believes that equity grants provide our executives with a strong link to our long-term performance, create a positive ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with time-based vesting promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. As noted above, in late 2019, Radford advised our Compensation Committee that the then outstanding long-term incentive awards held by our executive officers did not offer any retentive value. As a result, when making 2020 equity awards, our Compensation Committee considered the significant lack of long-term incentive value held by our executive officers under existing awards, and determined that driving retention of key employees should be a significant factor in the Company’s overall compensation program, particularly in light of the recent fluctuations in the price of the Company’s common stock and the transition in the Company’s clinical development program.

In January 2019, we granted stock options to our named executive officers and granted Mr. Driscoll, Dr. Iyer and Mr. Freve options to purchase 50,000, 45,000 and 50,000 shares of our common stock, respectively. All of these options have an exercise price of $10.35 per share. In addition, in January 2019, our Compensation Committee also approved granting performance-based restricted unit awards, or PSUs, to all employees at the Vice President level and above. The Compensation Committee approved these PSUs, referred to as the 2019 PSUs, as a new form of equity award as further incentive for management to achieve goals that the Compensation Committee believed could substantially increase the Company’s market value. As described further below, the 2019 PSUs have been terminated.

The 2019 PSUs were to vest solely based on the achievement of certain performance milestones, subject to confirmation of the achievement of those milestones by the Compensation Committee after December 31, 2020, and if such performance milestones are not achieved during the performance period, the 2019 PSUs will not vest and the awards will terminate. Each executive was required to be employed on the date of the Compensation Committee’s confirmation of the achievement of these milestones to have been eligible to receive the settlement of the PSUs. The vesting of 50% of the PSUs was subject to a relative total stockholder return metric,

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as compared to our peer group of companies, over the course of a two-year period (January 1, 2019 to December 31, 2020), provided that our share price must increase over that same period. The vesting of the remaining 50% of the PSUs was solely based on the achievement of certain clinical milestones relating to our hepatitis B virus (HBV) program to be achieved in 2019 and 2020. In the event of a change of control of the Company prior to any vesting date, the PSUs would have vested in full as of the date of such change of control. In January 2019, we granted 85,700 PSUs to Mr. Driscoll, 17,900 PSUs to Dr. Iyer and 32,100 PSUs to Mr. Freve. In January 2020, we announced that we were discontinuing development of our HBV program. As a result of this change in corporate direction described above, we and the recipients of the 2019 PSUs agreed to terminate the 2019 PSU awards.

While the Summary Compensation Table shown above references the aggregate grant date fair market value of both the 2019 option awards and PSUs, as required by and in accordance with FASB ASC Topic 718, our Compensation Committee believes that in fact these awards represent only nominal value to our executive officers as a result of the significant decline in our stock price and the lack of ability for the Company to achieve the defined clinical milestones under the 2019 PSUs relating to our discontinued HBV development program.  

In March 2020, in light of the fact that all outstanding equity awards held by executive officers were significantly out-of-the-money and did not offer meaningful long-term incentive to executive officers, the Compensation Committee determined to grant stock options and restricted stock units, or RSUs, to our named executive officers. The Compensation Committee believes these grants, as well as the PSU grants described below, are important as a means of retaining senior executives during a time of transition in the Company’s clinical development program. Mr. Driscoll received options to purchase 40,000 shares of our common stock and 40,000 RSUs, Dr. Iyer received options to purchase 20,000 shares of our common stock and 20,000 RSUs, and Mr. Freve received options to purchase 25,000 shares of our common stock and 25,000 RSUs. All of these options have an exercise price of $1.41 per share.

In addition, following the cancellation of the 2019 PSUs, in April 2020, our Compensation Committee approved a new PSU program for all employees at the Vice President level and above. These PSUs, referred to as the 2020 PSUs, were granted on terms substantially similar to the 2019 PSUs, except that all 2020 PSUs will vest solely based on the achievement of certain clinical milestones relating to our STING agonist and STING antagonist programs to be achieved in 2020 and 2021, subject to confirmation of the achievement of those milestones by the Compensation Committee after December 31, 2021. If such performance milestones are not achieved during the performance period, the 2020 PSUs will not vest and the awards will terminate. In April 2020, we granted 60,000 2020 PSUs to Mr. Driscoll and 50,000 2020 PSUs to Dr. Iyer.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding stock options held by our named executive officers as of December 31, 2019:Transaction.

Other Elements of Compensation

401(k) Plan. We maintain a 401(k) defined contribution plan for substantially all of our employees. Eligible employees may make pretax contributions to the 401(k) plan up to statutory limits. At the election of our Board of Directors, we may elect to match employee contributions. For the years ended December 31, 2019 and December 31, 2018, we paid a 4% match contribution, up to a maximum of $11,200 and $11,000, respectively.

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Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical and dental benefits; medical and dependent care flexible spending accounts; and short- and long-term disability insurance.

We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

Executive Officer Employment Agreements, Severance and Change in Control Arrangements

reflect discretionary bonuses paid in 2019 for performance during 2018.