UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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:

Icosavax, 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 all boxes that apply):

Notice of Annual Meeting of Stockholders and Proxy Statement

Voting Methods

Via the Internet During the Meeting at: www.proxydocs.com/ICVX		Via the Internet Before the Meeting at: www.proxypush.com/ICVX				Call Toll-Free: 866-390-6275				Mail Signed Proxy Card Using the Provided Postage-Paid Envelope

Attending the Meeting

To attend the Annual Meeting, access the website www.proxydocs.com/ICVX and enter the control number from your proxy card or Notice of Internet Availability of Proxy Materials, or your voting instruction form.

In this proxy statement, “Icosavax”, “Company”, “we”, “us”, and “our” refer to Icosavax, Inc.

Meeting Agenda

At the Annual Meeting, our stockholders will be asked:

Our board of directors has fixed the close of business on April 10, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. For our Annual Meeting, we have elected to use the internet as our primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send to these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, the matters to be acted upon at the meeting and our board of directors’ recommendation with regard to each matter, and how to vote your shares via the internet or by telephone. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials free of charge, if they so choose. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the circulation of our proxy materials.

Whether or not you expect to attend the virtual Annual Meeting, please vote via the internet or by telephone as instructed in these materials, or sign and return your proxy card prior to the meeting in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote electronically during the meeting.

By Order of the Board of Directors,

Elizabeth Bekiroglu

General Counsel and Corporate Secretary

Seattle, Washington

April 19, 2023

Your vote is important. Please vote your shares whether or not you plan to attend the virtual Annual Meeting.

Table of Contents

Proxy Statement Summary

This summary highlights information contained in this Proxy Statement. It does not contain all information you should consider, and you should read the entire Proxy Statement carefully before voting, including the section called “Frequently Asked Questions and Other Information” on page 42.

Annual Meeting of Shareholders

Agenda and Voting Recommendations

Board of Directors and Director Nominees

The following table provides summary information about each nominee for Class II director and each continuing director.

PROXY STATEMENT SUMMARY

Company Overview

Icosavax is a biopharmaceutical company leveraging its innovative virus-like particle (VLP) platform technology to develop vaccines against infectious diseases, with an initial focus on life-threatening respiratory diseases. Our VLP platform technology is designed to enable multivalent, particle-based display of complex viral antigens, which we believe will induce broad, robust, and durable protection against the specific viruses targeted. Our pipeline includes vaccine candidates targeting some of the most prevalent viral causes of pneumonia. We are developing these candidates for older adults, a patient population with high unmet need. Our lead vaccine candidate IVX-A12 is a bivalent candidate, or a mixture of two different VLP candidates. IVX-A12 combines IVX-121, a vaccine candidate designed to target respiratory syncytial virus (RSV), and IVX-241, a vaccine candidate designed to target human metapneumovirus (hMPV). There are currently no vaccines approved for the combination of RSV and hMPV, which are two common causes of pneumonia in older adults. In September 2021, we began the clinical development of IVX-A12 by conducting a Phase 1/1b clinical trial of IVX-121 targeting RSV, and we reported positive interim topline and six-month durability data with respect to IVX-121 in June 2022 and December 2022, respectively. As planned, we then transitioned development to our IVX-A12 bivalent RSV/hMPV candidate. In October 2022, we received allowance for our investigational new drug application (IND) from the U.S. Food and Drug Administration (FDA) and initiated a Phase 1 clinical trial of IVX-A12, with topline interim data expected in the second quarter of 2023. In February 2023, we announced that the FDA granted IVX-A12 fast track designation for the prevention of disease caused by RSV and hMPV in older adults aged 60 or older.

We are developing additional vaccine candidates as part of our strategy to develop combination VLP vaccines targeting the viral causes of pneumonia in older adults, including influenza and SARS-CoV-2. In the future we may also develop candidates in other areas of unmet need where VLP vaccines have the potential to offer differentiated benefits. We were formed in 2017 to advance the breakthrough VLP technology from the Institute for Protein Design at the University of Washington with the goal to discover, develop, and commercialize vaccines against infectious diseases. Icosavax is located in Seattle.

Corporate Governance Highlights

The Company is committed to good corporate governance practices, which we believe recognize shareholder interests and support the success of our business. Our corporate governance practices are highlighted below:

Proposal 1

Election of Directors

Our board of directors is divided into three classes, with one class of our directors standing for election each year, generally for a three-year term. The current term of our Class II directors, Heidi Kunz and Adam Simpson, will expire at the Annual Meeting.

The nominees for Class II director for election at the Annual Meeting are Heidi Kunz and Adam Simpson. If Ms. Kunz and Mr. Simpson are elected at the Annual Meeting, each such individual will be elected to serve for a term of three years that will expire at our 2026 annual meeting of stockholders or until such individual’s successor is elected and qualified.

If no contrary indication is made, proxies will be voted for the nominees, or in the event that any nominee is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy.

All of our directors bring to the board of directors significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or venture capital firms. The process undertaken by the nominating and corporate governance committee in recommending qualified director candidates is described below under “Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.

PROPOSAL 1: ELECTION OF DIRECTORS

Information Regarding Directors

The names of the nominees and of our other current directors, their ages as of April 1, 2023, and certain other information about them are set forth below:

Nominees for Election to the Board of Directors

For a Three-Year Term Expiring at the

2026 Annual Meeting of Stockholders (Class II)

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Members of the Board of Directors Continuing in Office

Term Expiring at the

2024 Annual Meeting of Stockholders (Class III)

PROPOSAL 1: ELECTION OF DIRECTORS

Term Expiring at the

2025 Annual Meeting of Stockholders (Class I)

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Independence of The Board Of Directors

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees be independent within the meaning of Nasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Our board undertook a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that each of our current directors and nominees for director, other than Adam Simpson, our Chief Executive Officer and President, qualifies as an “independent” director within the meaning of the Nasdaq rules. Accordingly, a majority of our directors are independent, as required under Nasdaq rules.

BOARD LEADERSHIP STRUCTURE

Our board of directors is currently led by its chairman, Mark McDade. Our board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the Company continues to grow. We separate the roles of chief executive officer and chairman of the board in recognition of the differences between the two roles. The chief executive officer is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the Company, while the chairman of the board of directors provides guidance to the chief executive officer and presides over meetings of the full board of directors. We believe that this separation of responsibilities provides a balanced approach to managing the board of directors and overseeing the Company.

THE BOARD’S ROLE IN RISK OVERSIGHT

Our board of directors has responsibility for the oversight of the Company’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board to understand the Company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

The board has delegated responsibility for the oversight of specific risks to board committees as follows:

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our board as a whole.

PROPOSAL 1: ELECTION OF DIRECTORS

BOARD OF DIRECTORS MEETINGS

During 2022, our board of directors met six times, including telephonic meetings, and in that year, all incumbent directors attended at least 75% of the aggregate number of meetings of the board and the committees on which they served, during the periods in which they served.

COMMITTEES OF THE BOARD OF DIRECTORS

We have three standing committees: the audit committee, the compensation and talent committee and the nominating and corporate governance committee. Each of these committees has a written charter approved by our board of directors. A copy of each charter can be found under the Investors - Governance - Documents & Charters section of our website at www.icosavax.com. Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this proxy statement.

The audit committee met four times during 2022, including telephonic meetings. Our board of directors has determined that all members of the audit committee are independent directors, as defined in the Nasdaq qualification standards and by Section 10A of the Exchange Act. In addition, our board of directors has determined that Ms. Kunz qualifies as an “audit committee financial expert” as that phrase is defined under the regulations promulgated by the SEC. The audit committee is governed by a written charter adopted by our board of directors. The audit committee’s main function is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the audits of our consolidated financial statements.

Both our external auditor and internal financial personnel meet privately with the audit committee and have unrestricted access to this committee.

PROPOSAL 1: ELECTION OF DIRECTORS

The compensation and talent committee met four times during 2022, including telephonic meetings. Our board of directors has determined that all members of the compensation and talent committee are independent directors, as defined in the Nasdaq qualification standards. The compensation and talent committee is governed by a written charter approved by our board of directors. The compensation and talent committee’s purpose is to oversee executive compensation and talent matters, determine the compensation for our senior management and make recommendations regarding director compensation to our board of directors.

The nominating and corporate governance committee met twice during 2022. Our board of directors has determined that all members of the nominating and corporate governance committee are independent directors as defined in the Nasdaq qualification standards. The nominating and corporate governance committee is governed by a written charter approved by our board of directors. The nominating and corporate governance committee’s purpose is to assist our board of directors by identifying individuals qualified to become members of our board of directors, consistent with criteria set by our board, and to develop our corporate governance principles.

PROPOSAL 1: ELECTION OF DIRECTORS

COMPENSATION AND TALENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. McDade (chairperson), Ms. Kunz and Dr. Shiver served on the compensation and talent committee during 2022, with Dr. Shiver joining the committee in June 2022. None of the members of our compensation and talent committee has ever been one of our officers or employees. None of our executive officers currently serves, or has served, as a member of the board of directors or compensation and talent committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation and talent committee.

DIRECTOR NOMINATION PROCESS

Director Qualifications

In evaluating director nominees the nominating and corporate governance committee will consider among other things the following factors:

The nominating and corporate governance committee’s goal is to assemble a board of directors that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. Moreover, the nominating and corporate governance committee believes that the background and qualifications of the board of directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities. Other than the foregoing criteria for director nominees, the nominating and corporate governance committee has not adopted a formal policy with respect to a fixed set of specific minimum qualifications for its candidates for membership on the board of directors. Our directors’ performance and qualification criteria are reviewed annually by the nominating and corporate governance committee.

Identification and Evaluation of Nominees for Directors

The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise.

If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election, the nominating and corporate governance committee may identify the desired skills and experience of a new nominee in light of the criteria above, in which case, the nominating and corporate governance committee would generally poll our board of directors and members of management for their recommendations. The nominating and corporate governance committee may also review the composition and

PROPOSAL 1: ELECTION OF DIRECTORS

qualification of the boards of directors of our competitors, and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent stockholder interests through the exercise of sound judgment. After review of and deliberation on all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors.

The nominating and corporate governance committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders and do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by board members, management or other parties are evaluated.

Under our amended and restated bylaws, stockholders wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the stockholder and the proposed candidate as is set forth in our amended and restated bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2024 annual meeting, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”

BOARD DIVERSITY

The nominating and corporate governance committee considers the board of directors’ overall composition when considering director candidates, including whether the board of directors has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of our current and expected future needs. In addition, the nominating and corporate governance committee also believes that it is desirable for new candidates to contribute to the variety of viewpoints on the board of directors, which may be enhanced by a mix of different professional and personal backgrounds and experiences.

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.

BOARD DIVERSITY MATRIX

Board Diversity Matrix (As of April 10, 2023)

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS

Although our Company does not have a formal policy regarding attendance by members of our board of directors at our annual meeting, we encourage all of our directors to attend. Four of our directors serving at the time attended our 2022 annual meeting of stockholders.

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Our board currently does not have a formal process for stockholders to send communications to the board. Nevertheless, efforts are made to ensure that the views of stockholders are heard by the board or individual directors, as applicable, and that appropriate responses are provided to stockholders on a timely basis. The board does not recommend that formal communication procedures be adopted at this time because it believes that informal communications are sufficient to communicate questions, comments and observations that could be useful to the board.

Stockholders seeking to formally communicate with our board should submit their written comments to our corporate secretary at Icosavax, Inc., Attn: Corporate Secretary, 1930 Boren Avenue, Suite 1000, Seattle, Washington 98101. The corporate secretary will forward communications that are relevant to the duties and responsibilities of the board to each member of our board; provided that, if in the opinion of our corporate secretary it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion). If the communication regards a stockholder proposal to be considered at an annual meeting of stockholders, the methods and timing for submitting a stockholder proposal are covered under the heading “Stockholder Proposals” below.

CORPORATE GOVERNANCE

Our Company’s Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee Charter, Compensation and Talent Committee Charter and Nominating and Corporate Governance Committee Charter are available, free of charge, on our website at www.icosavax.com. Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this proxy statement. We will also provide copies of these documents, as well as our Company’s other corporate governance documents, free of charge, to any stockholder upon written request to Icosavax, Inc., Attention: Corporate Secretary, 1930 Boren Avenue, Suite 1000, Seattle, Washington 98101.

PROHIBITION AGAINST PLEDGING AND HEDGING

We maintain an insider trading compliance policy that prohibits our officers, directors and employees pledging our stock as collateral to secure loans and from engaging in hedging transactions, including zero-cost collars and forward sale contracts. It further prohibits margin purchases of our stock, short sales of our stock, and any transactions in puts, calls or other derivative securities involving our stock.

PROPOSAL 1: ELECTION OF DIRECTORS

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Proposal 2

Ratification of Selection of Independent Registered Public Accounting Firm

The audit committee has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and has directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 2019. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required by Delaware law, the Company’s amended and restated certificate of incorporation or the Company’s amended and restated bylaws. However, the audit committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether to retain the firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the Company and its stockholders.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES

The following table represents aggregate fees billed to us for services related to the fiscal years ended December 31, 2022 and 2021 by Ernst & Young LLP, our independent registered public accounting firm.

The audit committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Ernst & Young LLP, and has concluded that the provision of such services is compatible with maintaining the independence of our auditors.

PROPOSAL 2 : RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PRE-APPROVAL POLICIES AND PROCEDURES

Our audit committee has established a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the audit committee, and all such services were pre-approved in accordance with this policy during the fiscal year ended December 31, 2022. These services may include audit services, audit-related services, tax services and other services. The audit committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively will be required to ratify the selection of Ernst & Young LLP. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this Proposal 2. Proposal 2 is a routine proposal on which a broker or other nominee has discretionary authority to vote. Accordingly, no broker non-votes will likely result from this proposal.

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2022 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by statement on Auditing Standards No. 1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Icosavax, Inc. The Audit Committee also considered whether the independent registered public accounting firm’s provision of certain other non-audit related services to the Company is compatible with maintaining such firm’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The Audit Committee and the Board also have recommended, subject to stockholder approval, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023.

This report of the Audit 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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.

The foregoing report has been furnished by the audit committee.

Respectfully submitted,

The Audit Committee of the Board of Directors

Heidi Kunz (Chairperson)

Mark McDade

Ann M. Veneman

Executive Officers

Executive Officers

The following table identifies our executive officers as of April 10, 2023:

The following is biographical information for our executive officers other than Mr. Simpson, whose biographical information is included under “Nominees for Election to the Board of Directors”.

Thomas Russo, CFA has served as our Chief Financial Officer since June 2021. Prior to Icosavax, Mr. Russo was Chief Financial Officer of Assembly Biosciences, a clinical-stage, public biotechnology company focused on Hepatitis B, from October 2019 to June 2021. Prior to Assembly Biosciences, from October 2012 to October 2019, Mr. Russo held roles across finance and commercial operations at Gilead Sciences, including serving as Vice President, Head of Commercial Finance. Prior to Gilead, Mr. Russo was at Robert W. Baird & Co. from July 2004 to September 2012, serving for most of that time as an Equity Research Senior Analyst covering biotechnology. Before that, from June 1993 to July 2002, Mr. Russo held roles in the manufacturing division of Merck & Co., with a particular focus on vaccines. Mr. Russo holds a B.S. in biological sciences from the University of Notre Dame and an MBA from the University of Chicago Booth School of Business, and he is a CFA charterholder.

Cassia Cearley, Ph.D. has served as our Chief Business Officer since February 2021, and previously served as our Senior Vice President, Operations from December 2019 to February 2021. Prior to Icosavax, Dr. Cearley served in roles including Vice President of Research and Senior Director Corporate Strategy and Alliance Management for Aptinyx Inc., a public therapeutics company, from 2015 to 2019. Prior to Aptinyx, Dr. Cearley served as Senior Director, Corporate Development at Naurex, Inc., a private therapeutics company, from 2014 until its acquisition by Allergan plc in 2015. Prior to Naurex, Dr. Cearley served as Director of Portfolio Management at Takeda Pharmaceuticals U.S.A. from 2013 to 2014, and before that as an engagement manager at L.E.K. Consulting from 2007 to 2013. Dr. Cearley holds a Ph.D. in neuroscience from the University of Pennsylvania and a B.S. in neuroscience from the Washington State University Honors College.

Niranjan Kanesa-thasan, M.D., M.T.M.H has served as our Chief Medical Officer since August 2019. Prior to Icosavax, in November 2017, Dr. Kanesa-thasan founded Kanesa, LLC, through which he provides clinical consulting to clients, including Icosavax from November 2017 to August 2019. Prior to founding Kanesa, Dr. Kanesa-thasan served as Vice President, Clinical Research & Development, for GlaxoSmithKline Vaccines’ U.S. Research & Development Center from 2015 to August 2017. Prior to GlaxoSmithKline Vaccines, from 2007 to 2015 Dr. Kanesa-thasan served in several roles at Novartis Vaccines and Diagnostics, including Chief Medical Officer North America (VP). Prior to Novartis, Dr. Kanesa-thasan served as a research physician in the U.S. Army Medical Corps from 1991 to 2003, ending his service as a Lieutenant Colonel. Dr. Kanesa-thasan holds an M.D. from the Johns Hopkins School of Medicine, a M.T.M.H. from the Uniformed Services University of the Health Sciences, and a B.A. in human biology from Johns Hopkins University. Dr. Kanesa-thasan completed his residency and chief residency in pediatrics at Case Western Reserve University, and a fellowship in pediatric infectious disease and geographic medicine at University Hospitals of Cleveland. Dr. Kanesa-thasan is a Fellow of the Infectious Diseases Society of America and of the American Society of Tropical Medicine and Hygiene.

Douglas Holtzman, Ph.D. has served as our Chief Scientific Officer since August 2019. In July 2016, Dr. Holtzman founded Palindrome Bioconsulting, through which he provided consulting services to clients including Icosavax until August 2019. Prior to Palindrome, Dr. Holtzman served as Vice President, Discovery at Takeda Pharmaceuticals

EXECUTIVE OFFICERS

U.S.A., Inc. from 2012 to July 2016, where he focused on dengue and norovirus vaccine candidates and was a member of the management committee that globalized Takeda Pharmaceuticals’ Japan-based vaccines business. Prior to Takeda Pharmaceuticals, Dr. Holtzman served as Deputy Director, Childhood Pneumonia at the Bill & Melinda Gates Foundation, a non-profit focused on public health initiatives, from 2004 to 2012. Dr. Holtzman holds a Ph.D. in molecular and cell biology from the University of California, Berkeley, an MPH from Harvard University’s T.H. Chan School of Public Health, and a B.S. in Biology from Tufts University.

Elizabeth Bekiroglu has served as our General Counsel and Corporate Secretary since September 2021. Prior to joining Icosavax, Ms. Bekiroglu served as Associate General Counsel at Seagen Inc. from March 2016 to September 2021 where she helped lead and build the legal affairs group as Seagen transformed into a global, multi-product company. Previously, she led the legal function at Oncothyreon, Inc. where she handled a wide range of corporate, securities, clinical, manufacturing, licensing and transactional matters from 2012 to 2016. Prior to Oncothyreon, Ms. Bekiroglu served in roles of increasing responsibility at Emergent BioSolutions Inc. and Trubion Pharmaceuticals, Inc. from 2009 to 2012. Ms. Bekiroglu began her legal career as a corporate associate at Fenwick & West LLP and Orrick, Herrington & Sutcliffe LLP where she advised early stage and public biopharmaceutical companies. Ms. Bekiroglu received her J.D. from Harvard Law School and a B.A. in Human Biology from Stanford University.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information about the beneficial ownership of our common stock as of March 15, 2023 for:

Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Icosavax, Inc., 1930 Boren Avenue, Suite 1000, Seattle, Washington 98101. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us by the stockholders, that each person or group named in the table below has sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

For each person and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 41,382,892 shares of common stock outstanding on March 15, 2023 and the number of shares of common stock that such person or group had the right to acquire within 60 days of that date, including, but not limited to, upon the exercise of stock options. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Executive and Director Compensation

This section provides information about the material components of our executive compensation program for our executive officers who are named in the Summary Compensation Table below, whom we refer to as our “named executive officers” or “NEOs,” consisting of the following persons for 2022:

Specifically, this section provides an overview of our executive compensation program and each compensation component that we provide. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the date of this proxy statement may differ materially from the currently planned programs summarized in this discussion.

OUR EXECUTIVE COMPENSATION PRACTICES

We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our stockholders’ long-term interests:

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table shows information regarding the compensation earned by our named executive officers, or NEOs, during the years ended December 31, 2022 and 2021.

NARRATIVE DISCLOSURE TO COMPENSATION TABLES

The primary elements of compensation for our NEOs are base salary, annual bonuses and long-term incentive awards in the form of equity awards. The NEOs also participate in employee benefit plans and programs that we offer to our other employees, as described below.

ANNUAL BASE SALARY

We pay our NEOs a base salary to compensate them for the satisfactory performance of services rendered to us. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries for our NEOs have generally been set at levels deemed necessary to attract and retain individuals with superior talent.

In February 2022, our compensation and talent committee approved increases to our NEOs’ base salaries for 2022, as shown in the table below:

The actual base salaries paid to all of our named executive officers for 2022 are set forth in the “Summary Compensation Table” above.

NARRATIVE DISCLOSURE TO COMPENSATION TABLES

BONUS COMPENSATION

We maintain an annual incentive plan under which our employees, including our NEOs, are eligible to receive annual cash bonus payments. The annual incentive plan provides for annual cash bonus opportunities and payouts based on the achievement of specific, pre-established corporate performance objectives and, for participants other than our CEO, based in part on individual performance. An executive’s maximum bonus under the annual incentive plan may not exceed 150% of his or her target bonus, unless otherwise determined by our compensation and talent committee. For 2022, our NEOs’ target bonuses, expressed as a percentage of annual base salary, for each of Mr. Simpson and Drs. Cearley and Kanesa-thasan were 50%, 40%, and 40%, respectively.

Following its review of our performance during 2022, the compensation and talent committee determined to award Mr. Simpson an annual bonus equal to 92% of his target bonus for 2022, based on a corporate goal achievement level of 92%, an annual bonus to Dr. Cearley equal to 100% of her target bonus for 2022, taking into account the corporate goal achievement and Dr. Cearley’s individual achievement, and an annual bonus to Dr. Kanesa-thasan equal to 90% of his target bonus for 2022, taking into account the corporate goal achievement and Dr. Kanesa-thasan’s individual achievement, In determining the 92% corporate goal achievement, the compensation and talent committee took into account its review of the Company’s success and significant Company achievement in 2022, including progress in advancing our IVX-A12 vaccine candidate and pre-clinical programs.

The annual performance bonuses paid to our named executive officers for 2022 are set forth in the “Summary Compensation Table” above.

EQUITY-BASED INCENTIVE AWARDS

Our equity-based incentive awards are designed to align our interests and the interests of our stockholders with those of our employees and executive officers. Our board of directors and compensation and talent committee are responsible for approving equity grants. We typically grant equity awards to new hires upon their commencing employment with us, and annual awards as needed for ongoing employees. Generally, our equity awards vest over four years, subject to the employee’s continued service with us on each vesting date.

On February 10, 2022 as part of our annual equity grant, we granted Mr. Simpson and Drs. Cearley and Kanesa-thasan options and restricted stock units (“RSUs”). We granted options to purchase 317,866, 89,400, and 81,950 shares of our common stock to each of Mr. Simpson and Drs. Cearley and Kanesa-thasan, respectively, and 75,578, 21,256, and 19,485 RSUs, to each of Mr. Simpson and Drs. Cearley and Kanesa-thasan, respectively. The options vest as to 25% of the underlying shares on the one-year anniversary of the grant date, and the remainder vests in equal monthly installments over the three-year period thereafter, subject to the applicable NEO’s continued service through each vesting date. The RSUs vest in four equal installments on each of the first four anniversaries of the grant date, subject to the applicable NEO’s continued service through each vesting date. The options were granted at an exercise price of $17.55 per share, which was the fair market value of a share of our common stock on the grant date.

On November 10, 2022, as an additional retention grant, we granted Mr. Simpson and Drs. Cearley and Kanesa-thasan options to purchase 277,146, 100,000, and 82,580 shares of our common stock, respectively. The options vest in three equal installments on each of the first three anniversaries of the grant date, subject to the applicable NEO’s continued service through each vesting date. The options were granted at an exercise price of $2.47 per share, which was the fair market value of a share of our common stock on the grant date.

The equity awards granted to our NEOs are eligible to vest on an accelerated basis in accordance with their employment agreements, as described below.

EMPLOYMENT LETTER AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

We have entered into employment letter agreements with each of our named executive officers.

EMPLOYMENT LETTER AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

Employment Letter with Adam Simpson

We have entered into an employment letter agreement with Mr. Simpson (the “Simpson Agreement”), pursuant to which Mr. Simpson serves as our Chief Executive Officer. The Simpson Agreement provides for Mr. Simpson’s annual base salary and target annual bonus. Additionally, under the Simpson Agreement, Mr. Simpson is eligible to participate in all employee benefit plans and programs available to similarly situated employees of our Company.

The Simpson Agreement provides that Mr. Simpson shall at all times faithfully, industriously and to the best of his ability, experience and talent perform to the satisfaction of our board of directors all of the duties that may be assigned to him. However, subject to the terms of our standard confidential information and invention assignment agreement, the Simpson Agreement does not preclude Mr. Simpson from devoting time to personal and family investments or serving on community and civic boards, participating in industry associations, or engaging in other business or public activities (including providing consulting services to other entities, being employed by other entities and/or serving on the board of other entities), provided such activities do not interfere with the duties that Mr. Simpson owes us, as determined in good faith by our board of directors.

Regardless of the manner in which Mr. Simpson’s employment terminates, he will be entitled to receive amounts previously earned during his term of employment, including unpaid salary and accrued but unused vacation. In addition, Mr. Simpson will be entitled to certain severance benefits under the Simpson Agreement, subject to his execution of a release of claims, returning all company property, compliance with post-termination obligations and resignation from positions with us.

Under the Simpson Agreement, upon a qualifying termination that occurs more than 60 days prior to a change in control or more than 18 months following a change in control, Mr. Simpson will be entitled to: (1) severance in an amount equal to his base salary for 12 months, (2) an amount equal to his target annual bonus for the year of termination, prorated to reflect the portion of the year that has elapsed prior to the date of his separation from service date, and (3) payment of the cost of his health care coverage in effect at the time of his termination for 12 months.

Under the Simpson Agreement, upon a qualifying termination that occurs within 60 days prior to a change in control or within 18 months following a change in control (the change in control period), Mr. Simpson will be entitled to: (1) severance in an amount equal to his base salary for 18 months, (2) an amount equal to one hundred and fifty percent multiplied by his target annual bonus for the year of termination, and (3) payment of the cost of his health care coverage in effect at the time of his termination for 18 months.

Under the Simpson Agreement, upon a qualifying termination that occurs outside of the change in control period, Mr. Simpson will be entitled to: (1) accelerated vesting in full of all of his then unvested equity awards granted prior to our initial public offering, and (2) accelerated vesting of his then unvested equity awards granted on or after the date of our initial public offering as would have vested by their terms during the 12 months following his date of termination had he remained in the service of or employed by us during such period.

Under the Simpson Agreement, upon a qualifying termination that occurs during the change in control period, Mr. Simpson will be entitled to accelerated vesting in full of his then unvested equity awards (provided that the 60 day “look back” protection period will only apply to awards granted on or after the date of the Simpson Agreement).

Additionally, the Simpson Agreement provides that in the event of a change in control or Mr. Simpson’s termination due to death or disability, 50% of Mr. Simpson’s equity awards granted prior to August 15, 2019 (or 100% of all awards granted prior to our initial public offering in the case of a termination due to death or disability) shall vest immediately prior to such change in control or termination, as applicable.

In connection with Mr. Simpson’s commencement of employment with us, Mr. Simpson also entered into our standard confidential information and invention assignment agreement, which includes one-year post-termination non-solicitation restrictions and customary confidentiality provisions.

EMPLOYMENT LETTER AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

For purposes of the Simpson Agreement:

Employment Letter with Dr. Cassia Cearley

We have entered into an employment letter agreement with Dr. Cearley (the “Cearley Agreement”). The Cearley Agreement provides for Dr. Cearley’s annual base salary and target annual bonus. Additionally, under the Cearley Agreement, Dr. Cearley is eligible to participate in all employee benefit plans and programs available to similarly situated employees of our Company and is entitled to vacation benefits in accordance with our policies. The Cearley Agreement provides that Dr. Cearley is employed on a full-time basis.

Regardless of the manner in which Dr. Cearley’s employment terminates, she will be entitled to receive amounts previously earned during her term of employment, including unpaid salary and accrued but unused vacation. In addition, Dr. Cearley will be entitled to certain severance benefits under the Cearley Agreement, subject to execution of a release of claims, returning all company property, compliance with post-termination obligations and resignation from all positions with us.

Under the Cearley Agreement, upon a qualifying termination that occurs more than 60 days prior to a change in control or more than 18 months following a change in control, Dr. Cearley will be entitled to: (1) severance in an amount equal to her base salary for 9 months, (2) an amount equal to her target annual bonus for the year of termination, prorated to reflect the portion of the year that has elapsed prior to the date of her separation from service date, and (3) payment of the cost of her health care coverage in effect at the time of her termination for 9 months.

EMPLOYMENT LETTER AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

Under the Cearley Agreement, upon a qualifying termination that occurs within 60 days prior to a change in control or within 18 months following a change in control (the change in control period), Dr. Cearley will be entitled to: (1) severance in an amount equal to her base salary for 12 months, (2) an amount equal to her target annual bonus for the year of termination, and (3) payment of the cost of her health care coverage in effect at the time of her termination for 12 months.

Under the Cearley Agreement, upon a qualifying termination that occurs outside of the change in control period, Dr. Cearley will be entitled to accelerated vesting of such number of her then unvested equity awards as would have vested by their terms during the nine months following her date of termination had she remained in the service or employed by us during such period.

Under the Cearley Agreement, upon a qualifying termination that occurs during the change in control period, Dr. Cearley will be entitled to accelerated vesting in full of her then unvested equity awards (provided that the 60 day “look back” protection period will only apply to awards granted on or after the date of the Cearley Agreement).

For purposes of the Cearley Agreement, the terms cause, change in control and good reason are generally defined in the same manner as described above in connection with the Simpson Agreement.

Employment Letter with Dr. Kanesa-thasan

We have entered into an employment letter agreement with Dr. Kanesa-thasan (the “Kanesa-thasan Agreement”). The Kanesa-thasan Agreement provides for Dr. Kanesa-thasan’s annual base salary and target annual bonus. Additionally, under the Kanesa-thasan Agreement, Dr. Kanesa-thasan is eligible to participate in all employee benefit plans and programs available to similarly situated employees of our Company and is entitled to vacation benefits in accordance with our policies. The Kanesa-thasan Agreement provides that Dr. Kanesa-thasan is employed on a full-time basis.

Regardless of the manner in which Dr. Kanesa-thasan’s employment terminates, he will be entitled to receive amounts previously earned during his term of employment, including unpaid salary and accrued but unused vacation. In addition, Dr. Kanesa-thasan will be entitled to certain severance benefits under the Kanesa-thasan Agreement, subject to execution of a release of claims, returning all company property, compliance with post-termination obligations and resignation from all positions with us.

Under the Kanesa-thasan Agreement, upon a qualifying termination that occurs more than 60 days prior to a change in control or more than 18 months following a change in control, Dr. Kanesa-thasan will be entitled to: (1) severance in an amount equal to his base salary for 9 months, (2) an amount equal to his target annual bonus for the year of termination, prorated to reflect the portion of the year that has elapsed prior to the date of his separation from service date, and (3) payment of the cost of his health care coverage in effect at the time of his termination for 9 months.

Under the Kanesa-thasan Agreement, upon a qualifying termination that occurs within 60 days prior to a change in control or within 18 months following a change in control (the change in control period), Dr. Kanesa-thasan will be entitled to: (1) severance in an amount equal to his base salary for 12 months, (2) an amount equal to his target annual bonus for the year of termination, and (3) payment of the cost of his health care coverage in effect at the time of his termination for 12 months.

Under the Kanesa-thasan Agreement, upon a qualifying termination prior to a change in control or more than 18 months following a change in control, Dr. Kanesa-thasan will be entitled to accelerated vesting of such number of his then unvested equity awards granted prior to July 22, 2021 as would have vested by their terms during the nine months following his date of termination had he remained in the service or employed by us during such period.

Under the Kanesa-thasan Agreement, upon a qualifying termination that occurs within 18 months following a change in control, Dr. Kanesa-thasan will be entitled to accelerated vesting in full of his then unvested equity awards granted prior to July 22, 2021.

Under the Kanesa-thasan Agreement, upon a qualifying termination that occurs outside of the change in control period, Dr. Kanesa-thasan will be entitled to accelerated vesting of such number of his then unvested equity awards

EMPLOYMENT LETTER AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

granted on or after July 22, 2021 as would have vested by their terms during the nine months following his date of termination had he remained in the service or employed by us during such period.

Under the Kanesa-thasan Agreement, upon a qualifying termination that occurs during the change in control period, Dr. Kanesa-thasan will be entitled to accelerated vesting in full of his then unvested equity awards granted on or after July 22, 2021.

For purposes of the Kanesa-thasan Agreement, the terms cause, change in control and good reason are generally defined in the same manner as described above in connection with the Simpson Agreement.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth specified information regarding the outstanding equity awards held by our named executive officers at December 31, 2022.

OTHER ELEMENTS OF COMPENSATION

OTHER ELEMENTS OF COMPENSATION

Perquisites, Health, Welfare and Retirement Benefits

Our NEOs are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the generally on same basis as all of our other employees.

We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances. Our board of directors or compensation and talent committee may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests.

401(k) Plan

Our employees who satisfy certain eligibility requirements are eligible to participate in a defined contribution employee retirement plan (the 401(k) Plan) maintained by TriNet, a professional employer organization that is the legal employer of our employees. Our named executive officers are eligible to participate in the 401(k) Plan on the same basis as our other employees. The 401(k) Plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code). The 401(k) Plan provides that each participant may make pre-tax deferrals from his or her compensation up to the statutory limit, which is $22,500 for calendar year 2023, and other testing limits. Participants that are 50 years or older can also make “catch-up” contributions, which in calendar year 2023 may be up to an additional $7,500 above the statutory limit. We make a 3% safe-harbor non-elective employer contribution. Participant contributions are held and invested, pursuant to the participant’s instructions, by the plan’s trustee.

Nonqualified Deferred Compensation

We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our board of directors or compensation and talent committee may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Termination or Change in Control Benefits

Our NEOs may become entitled to certain benefits or enhanced benefits in connection with a change in control of our Company and/or certain terminations. Each of our NEOs’ employment letter agreement entitles him or her to certain benefits upon a qualifying termination and in connection with a change in control of our Company. In addition, the award agreements evidencing the equity awards granted to our executive officers provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment Letter Agreements with Our Named Executive Officers” and “—Outstanding Equity Awards at Fiscal Year-End.”

Clawbacks

While our Chief Executive Officer and Chief Financial Officer are subject to any recovery rights that are provided under applicable laws, including the Sarbanes-Oxley Act, we have not yet adopted a compensation recovery policy as required under the Dodd-Frank Act. We are reviewing the final clawback rule adopted by the SEC that implements the applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the NASDAQ’s related proposed listing standard, in each case relating to recoupment of incentive-based compensation. We will implement its clawback policy in accordance with the new listing standard when the new listing standard becomes final.

Director Compensation

We compensate the non-employee members of our board of directors using cash and stock-based compensation. Directors who are also employees do not receive cash or equity compensation for service on the board of directors in addition to compensation payable for their service as our employees. In addition, we have reimbursed, and will continue to reimburse, our non-employee directors for their actual out-of-pocket costs and expenses incurred in connection with attending board meetings.

We maintain a non-employee director compensation program, which provides for annual retainer fees and long-term equity awards for our non-employee directors. Further, non-employee directors serving as the chairs or as members on the audit, compensation and talent and nominating and corporate governance committees will receive additional annual retainers. Under the non-employee director compensation program, in 2022 our non-employee directors were eligible to receive the following cash retainers:

Non-employee directors are also eligible to receive long-term equity awards. In 2022, non-employee directors were eligible to receive, upon their initial election or appointment to our board of directors, a number of options to purchase shares of our common stock and RSUs having an aggregate value of $720,000, to be granted 75% in the form of stock options and 25% in the form of RSUs. In addition, on the date of each annual meeting of our stockholders, non-employee directors were eligible to receive annual awards having a value of $360,000, to be granted 75% in the form of stock options and 25% in the form of RSUs. The portion of such value to be granted in the form of stock options was converted into a number of stock options on the grant date in accordance with the Black-Scholes option pricing model (utilizing the same assumptions that the Company utilizes in preparation of its financial statements and the average closing price per share of the Company’s common stock for the 30 calendar days preceding the grant date). The portion of such value to be granted in the form of RSUs was converted into a number of RSUs based on the average closing price per share of the Company’s common stock for the 30 calendar days preceding the grant date.

Effective for 2023, non-employee directors will be eligible to receive, upon their initial election or appointment to our board of directors, 34,000 options to purchase shares of our common stock. In addition, on the date of each annual meeting of our stockholders, commencing in 2023, non-employee directors are eligible to receive 17,000 options to purchase shares of our common stock.

The initial stock option awards vest in 36 equal monthly installments following the date of the initial appointment or election, subject to continued service through each vesting date. The initial RSU awards granted prior to 2023 vest in three equal installments on each of the first three anniversaries of the initial appointment or election, subject to continued service through each vesting date. Annual awards will be granted on the date of each annual meeting of our stockholders. The annual stock option awards will vest in 12 equal monthly installments following the date of the annual meeting (but in all events no later than the next occurring annual meeting of our stockholders), subject to

Director Compensation

continued service through each vesting date. The annual RSU awards granted prior to 2023 will vest on the first to occur of (1) the first anniversary of the grant date or (2) the next occurring annual meeting of our stockholders, subject to continued service through each vesting date. All equity awards granted to our non-employee directors will also vest in full upon a change in control.

Compensation under our non-employee director compensation program is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan. Our board of directors or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2021 Plan. As provided in the 2021 Plan, our board of directors or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the board of directors or its authorized committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors.

The following table summarizes the compensation earned or paid to non-employee directors during 2022. Mr. Simpson is not included in the following table as he served as an executive officer during 2022 and his compensation is included in the Summary Compensation Table above. Mr. Simpson does not receive any compensation for his service as a member of the board of directors.

The aggregate number of shares subject to stock options and RSUs outstanding at December 31, 2022 for each non-employee director was as follows:

Equity Compensation Plan Information

The following table summarizes securities available under our equity compensation plans as of December 31, 2022.