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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

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Verastem, Inc.

117 Kendrick Street, Suite 500

Needham, MA 02494

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Verastem, Inc. (the “Company” or “Verastem”) will be held on Thursday, May 23, 2024, at 9:00 a.m. Eastern Time, at the Company’s offices, 117 Kendrick Street, Suite 500, Needham, Massachusetts 02494.

Proxy materials, which include a Proxy Statement and proxy card, accompany this letter. The enclosed proxy statement is first being made available to stockholders of Verastem, Inc. on or about April 12, 2024. At the Annual Meeting, you will be asked to consider and vote:

Each outstanding share of the Company’s common stock (Nasdaq: VSTM) entitles the holder of record at the close of business on March 26, 2024, to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE YOUR SHARES BY INTERNET, TELEPHONE, OR BY SIGNING, DATING AND RETURNING THE PROXY CARD INCLUDED IN THESE MATERIALS. IF YOU CHOOSE TO ATTEND THE ANNUAL MEETING, YOU MAY STILL VOTE YOUR SHARES IN PERSON AT THE MEETING, EVEN IF YOU HAVE PREVIOUSLY VOTED OR RETURNED YOUR PROXY BY ANY OF THE METHODS DESCRIBED IN OUR PROXY STATEMENT. IF YOUR SHARES ARE HELD IN A BANK OR BROKERAGE ACCOUNT, PLEASE REFER TO THE MATERIALS PROVIDED BY YOUR BANK OR BROKER FOR VOTING INSTRUCTIONS.

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Verastem, Inc.

117 Kendrick Street, Suite 500

Needham, MA 02494

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, May 23, 2024 at 9:00 am Eastern Time

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GENERAL INFORMATION

What is the Notice of Internet Availability of Proxy Materials that I received instead of complete proxy materials?

The Securities and Exchange Commission (the “SEC”) rules allow companies to furnish proxy materials, including this proxy statement and our 2023 Annual Report on Form 10-K, by providing access to these documents on the internet instead of mailing printed copies of our proxy materials to stockholders. On or about April 12, 2024, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which provides instructions for accessing proxy materials on a website, for requesting, free of charge, electronic or printed copies of the proxy materials and how to submit a proxy electronically using the internet.

If you want a paper copy of the proxy materials for the Annual Meeting and for all future meetings, please follow the instructions in the Notice for requesting such materials. The electronic delivery option lowers costs and reduces the environmental impact of printing and distributing the materials.

How can I access the proxy materials over the internet?

You may view and download our proxy materials, including our 2023 Annual Report on Form 10-K, at https://materials.proxyvote.com/92337C. Please see the instructions below regarding how to submit your vote.

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

Our Notice of Internet Availability of Proxy Materials or this proxy statement and proxy card are being distributed on or about April 12, 2024. You are receiving these proxy materials in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting.

Who is soliciting my vote?

The Board of Directors of the Company (the “Board of Directors” or the “Board”) is soliciting your vote for the Annual Meeting.  We have also engaged Alliance Advisors, LLC to assist in the solicitation of proxies and provide related advice and information support.

When is the record date for the Annual Meeting?

The Board of Directors has fixed the record date for the Annual Meeting as of the close of business on March 26, 2024 (the “Record Date”).

How many votes can be cast by all stockholders?

A total of 25,307,669 shares of common stock of the Company were outstanding on March 26, 2024 and are entitled to be voted at the Annual Meeting. Each share of common stock is entitled to one vote on each matter.

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How do I vote?

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

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If your shares of common stock are held in street name (held for your account by a broker or other nominee):

What are the Board’s recommendations on how to vote my shares?

The Board of Directors recommends a vote:

Proposal No. 1: FOR election of each of the three Class III directors.

Proposal No. 2: FOR approval of the Company’s Amended and Restated 2021 Equity Incentive Plan.

Proposal No. 3: FOR ratification of selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

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Proposal No. 4: FOR approval of the advisory vote on the compensation of our named executive officers.

Proposal No. 5: In favor of the ONE-YEAR option on the frequency of future advisory votes on the compensation of our named executive officers.

Who can attend the Annual Meeting?

All stockholders as of the Record Date, or their duly appointed proxy holders, may attend the Annual Meeting. If you hold your shares in street name, then you must request a legal proxy from your broker or nominee to attend or vote at the Annual Meeting.

Will I be able to ask questions at the Annual Meeting?

Our management team will attend the Annual Meeting and be available for questions, and we are committed to answering all relevant questions to the purpose of the Annual Meeting we receive during the Annual Meeting. We will address as many questions during the Annual Meeting as time permits. Only questions that are relevant to the purpose of the Annual Meeting or our business will be answered.

Who pays the cost for soliciting proxies?

Verastem will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. Verastem may solicit proxies by mail, personal interview, telephone, or via the internet through its officers, directors and other management employees, who will receive no additional compensation for their services. The Company has engaged Alliance Advisors, LLC to assist in the solicitation of proxies, proxy related advice and information support for a fee of $12,500 plus reasonable out of pocket expenses.

Can I change my vote?

You may revoke your proxy at any time before it is voted by notifying the Chief Financial Officer of the Company in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the internet or by telephone prior to the close of the internet voting facility or the telephone voting facility, or by attending the Annual Meeting and voting in person. If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (i.e., shares represented at the Annual Meeting held by brokers, bankers or other nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and, with respect to one or more but not all issues, such brokers or nominees do not have discretionary voting power to vote such shares), if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

What vote is required to approve each item?

Proposal No. 1 — Election of Directors: Directors are elected by a plurality of votes cast. Because there is no minimum vote required, votes withheld and broker non-votes will have no direct effect on the outcome of this proposal.

Proposal No. 2 — Approval of the Amended and Restated 2021 Equity Incentive Plan: A majority of votes cast is necessary for the approval of the Amended and Restated 2021 Equity Incentive Plan. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.

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Proposal No. 3 — Ratification of Ernst & Young LLP: A majority of votes cast is necessary for ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Banks, brokers and other nominees are expected generally to have discretionary authority to vote on this proposal; thus, we do not expect any broker non-votes on this proposal.

Proposal No. 4 — Advisory Vote on the Compensation of our Named Executive Officers: Because this proposal asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval. We value the opinions expressed by our stockholders in this annual advisory vote, and the Compensation Committee of the Board of Directors, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the vote when designing our compensation programs and making future compensation decisions for our named executive officers. Abstentions and broker non-votes, if any, will have no direct effect on the results of those deliberations.

Proposal No. 5 — Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers: This proposal also calls for a non-binding, advisory vote. The Board of Directors has recommended an annual vote, and we believe that stockholders will support that recommendation. However, if another frequency receives more votes, the Board of Directors will take that fact into account when making its decision on how often to hold executive compensation advisory votes. Abstentions and broker non-votes, if any, will have no direct effect on the results of those deliberations.

If the Annual Meeting is adjourned or postponed for any purpose, at any subsequent reconvening of the Annual Meeting, your proxy will be voted in the same manner as it would have been voted at the original convening of the Annual Meeting, unless you withdraw or revoke your proxy.

Each of the election of directors (Proposal No. 1), approval of the Amended and Restated 2021 Equity Incentive Plan (Proposal No. 2), the advisory vote on the compensation of our named executive officers (Proposal No. 4), and the advisory vote of the frequency of the advisory vote on the compensation of our named executive officers (Proposal No. 5) is not considered to be “routine” matters, and brokers are not permitted to vote on these matters if the broker has not received instructions from the beneficial owner. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares. Although the determination of whether a nominee will have discretionary voting power for a particular proposal is typically determined only after proxy materials are filed with the SEC, we expect that the ratification of our independent registered public accounting firm (Proposal No. 3) will considered to be a “routine” matter, and hence your broker will be able to vote on Proposal No. 3 even if it does not receive instructions from you, so long as it holds your shares in its name. Accordingly, if your shares are held by a broker on your behalf and you do not instruct the broker as to how to vote your shares, your broker will be entitled to exercise discretion to vote your shares only on the ratification of our independent registered public accounting firm, but your broker may not exercise discretion to vote on the other proposals.

Could other matters be decided at the Annual Meeting?

Verastem does not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the Annual Meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

What happens if the Annual Meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned Annual Meeting. You will still be able to change your proxy until it is voted.

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

It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

Who should I call if I have any additional questions?

If you hold your shares directly, please call Daniel Calkins, Chief Financial Officer at (781) 292-4200 or e-mail at investors@verastem.com. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON THURSDAY MAY 23, 2024

This Proxy Statement and our 2023 Annual Report on Form 10-K are available, free of charge, at https://materials.proxyvote.com/92337C

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FORWARD-LOOKING STATEMENTS

These proxy materials contain forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These statements are based on our current expectations and involve risks and uncertainties. Forward-looking statements include, without limitation, statements regarding our ability and effectiveness of our strategies to attract, motivate and retain executives and our expectations that our stockholders will support certain recommendations of our Board of Directors. No forward-looking statement can be guaranteed and actual results may differ materially from those stated or implied by forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, except as required under applicable law. Forward-looking statements should be evaluated together with the many risks and uncertainties that affect our business, particularly those mentioned under the “Risk Factors” heading of our 2023 Annual Report on Form 10-K, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

SPECIAL NOTE

On May 31, 2023, we effected a 1-for-12 reverse stock split of our issued and outstanding common stock, par value $0.0001. As a result of the reverse stock split, every 12 shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Stockholders who would otherwise have been entitled to a fractional share of common stock were entitled to receive a price equal to the closing price of the common stock on the Nasdaq Capital Market on the date immediately preceding the effective time of the reverse stock split, as adjusted by the ratio of one share of common stock for every twelve shares of common stock, multiplied by the applicable fraction of a share. Unless otherwise indicated, all historical share and per share amounts for periods prior to the reverse stock split in this proxy statement have been adjusted to reflect the reverse stock split. Proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options, and the number of shares of common stock reserved for future issuance under our equity incentive compensation plans.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

In accordance with the Company’s Certification of Incorporation and bylaws, the Board of Directors is divided into three classes of approximately equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Paul Bunn, Anil Kapur, Daniel Paterson and Michelle Robertson are the Class III directors whose terms expire at the Annual Meeting. Dr. Bunn and Messrs. Kapur and Paterson and Ms. Robertson have been nominated for and have agreed to stand for re-election to the Board of Directors, each to serve as Class III director of the Company until the 2027 annual meeting of stockholders and until their successor is duly elected.

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It is intended that, unless you give contrary instructions, shares represented by proxies will be voted for the election of the nominees listed above as director nominee. Verastem has no reason to believe that the nominees will be unable to serve. In the event that the nominee is unexpectedly not available to serve, subject to compliance with applicable state and federal laws, including the filing of an amended proxy statement and proxy card, as applicable, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting. Information relating to the nominees for election as director and for each continuing director, including his or her period of service as a director of Verastem, principal occupation and other biographical material is shown below.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR EACH

OF THE NOMINEES FOR CLASS III DIRECTOR

(PROPOSAL NO. 1 ON YOUR PROXY CARD)

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DIRECTOR BIOGRAPHIES

The following information regarding our directors is as of March 26, 2024, except as otherwise indicated. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board of Directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.

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CLASS III DIRECTOR NOMINEES

Paul Bunn, M.D., age 79, is a Class III director who has served as a member of our Board of Directors since June 2021. Dr. Bunn has served as Professor of Medicine at the University of Colorado School of Medicine since 1984 in progressive positions. Dr. Bunn has served as distinguished Professor of Medicine since 2013 and the James Dudley Chair in Cancer Research, Division of Medical Oncology since 2006 at the University of Colorado School of Medicine. Dr. Bunn has served as the Director of the University of Colorado Cancer Center from 1987 to 2009, and the Head of the Division of Medical Oncology from 1984 to 1994. Dr. Bunn was the President of American Society of Clinical Oncology (ASCO) and a member of its board of directors. Dr. Bunn has served as Chief Executive Officer, President, and member of the Board of Directors of the International Association for the Study of Lung Cancer (IASLC). Dr. Bunn was also the President of the American Association of Cancer Institutes (AACI) and has chaired the U.S. Food and Drug Administration’s Oncologic Drugs Advisory Committee. Dr. Bunn received a B.A. degree in biology from Amherst College and earned his M.D. degree from Weill Cornell Medical College. The Board of Directors believes that Dr. Bunn’s qualifications to sit on the Board include his illustrious career dedicated to improving outcomes for cancer patients, along with his extensive experience in clinical research.

Anil Kapur, age 54, is a Class III director who has served as a member of our Board of Directors since October 2022. Mr. Kapur has been the Executive Vice President, Corporate Strategy and Chief Commercial Officer of Geron Corporation since December 2019. Prior to joining Geron, Mr. Kapur was Chief Commercial Officer at Actinium Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, from February 2018 to November 2019. From October 2016 until February 2018, Mr. Kapur was Vice President, Head of Early Assets, Biomarkers and External Innovation for Worldwide Oncology Commercialization at Bristol-Myers Squibb Company, a global biopharmaceutical company. Mr. Kapur served as Vice President, Global Head of Commercial and Portfolio Strategy at Baxalta, Incorporated, a biopharmaceutical company, in a newly created Oncology Division, from November 2015 until after its acquisition by Shire plc in July 2016. Before joining Baxalta, Mr. Kapur held marketing and sales leadership roles of increasing responsibility during his 15-year tenure at the Janssen Pharmaceutical Companies of Johnson & Johnson (Janssen). As Vice President, Commercial Leader, Hematology Franchise in Janssen’s Global Commercial Strategy Organization, he led the development and execution of commercial strategy and launch plans for in-market development, late development, and early pipeline assets, including imetelstat. Among Mr. Kapur’s most recognized achievements while at Janssen were the successful global launches of two transformational blockbuster hematology-oncology drugs, Imbruvica and Darzalex. Mr. Kapur holds a Bachelor of Engineering from Birla Institute of Technology in India; an M.S. in Industrial Engineering from Louisiana Tech University; and an M.B.A. from the Fuqua School of Business at

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Duke University. The Board of Directors believes that Mr. Kapur’s qualifications to sit on the Board include his deep expertise in oncology and strong track record of product launch and commercial operations success.

Daniel Paterson, age 63, is a Class III director who has served as our Chief Executive Officer, and as a member of the Board of Directors since August 2023, our President since June 2019, in addition to serving as our Chief Operating Officer from December 2014 to July 2023, our Chief Business Officer from July 2013 to December 2014 and as our Vice President, Head of Corporate Development and Diagnostics from March 2012 until July 2013. Prior to joining us in March 2012, Mr. Paterson was a consultant in 2011. From 2009 through 2010, Mr. Paterson was the Chief Operating Officer of On-Q-ity. Mr. Paterson was the President and Chief Executive Officer of The DNA Repair Company from 2006 until 2009, when it was acquired by On-Q-ity. Previously, he held senior level positions at IMS Health, CareTools, OnCare, and Axion. Mr. Paterson holds a B.A. in Biology from Boston University, and attended the Northeastern University Graduate Pharmacology program. The Board of Directors believes that Mr. Paterson’s qualifications to sit on the Board include his extensive experience in oncology drug and diagnostic product development, regulatory strategy, business development and launch planning.

Michelle Robertson, age 57, is a Class III director who has served as a member of our Board of Directors since November 2021. Ms. Robertson is the Executive Vice President and Chief Financial Officer of Geron Corporation. Prior to joining Geron, Ms. Robertson served as Chief Financial Officer of Editas Medicine, Inc, a publicly traded company, since January 2020. Ms. Robertson previously served as the Chief Financial Officer of Momenta Pharmaceuticals, Inc. (“Momenta”), a publicly traded biotechnology company, from October 2018 until January 2020, and as Vice President, Financial Planning and Analysis of Momenta from May 2017 to October 2018. From 2015 to 2016, Ms. Robertson was Vice President, Oncology Finance for Baxalta, Inc., a biopharmaceutical company, following its spin-off from Baxter International. From 2012 to 2015, Ms. Robertson served as Head of Financial Planning and Analysis and Operations Excellence at Ironwood Pharmaceuticals, Inc., and prior to that, held various Finance and Commercial Operations-leadership positions in the Oncology and Biosurgery divisions at Genzyme Corporation (now Sanofi Genzyme), a biotechnology company. Ms. Robertson received her B.S. in Finance from Bentley University. The Board of Directors believes that Ms. Robertson’s qualifications to sit on the Board include her significant financial, accounting and management expertise, as well as her experience within the pharmaceutical and biotechnology industries.

DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE

Robert Gagnon, age 49, is a Class II director who has served as a member of our Board of Directors since December 2022. Mr. Gagnon has been the Chief Financial Officer of Remix Therapeutics, Inc. since March 2023. Prior to this, Mr. Gagnon served as an Operating Partner at Gurnet Point Capital from October 2022 to March 2023. Prior to this, Mr. Gagnon served as our Chief Financial Officer from August 2018 to October 2022 in addition to serving as Chief Business Officer from June 2019 to October 2022. Prior to Verastem, Mr. Gagnon served as the Chief Financial Officer for Harvard Bioscience, Inc. From November 2013 to August 2018. From 2012 through 2013, Mr. Gagnon served as the Executive Vice President, Chief Financial Officer and Treasurer at Clean Harbors, Inc. Mr. Gagnon’s prior experience includes serving as Chief Accounting Officer and Controller at Biogen Idec, Inc., as well as a variety of senior positions at Deloitte & Touche, LLP, and PricewaterhouseCoopers, LLP. Mr. Gagnon holds an M.B.A. from the MIT Sloan School of Management and a Bachelor of Arts degree in accounting from Bentley College. The Board of Directors believes that Mr. Gagnon’s qualifications to sit on the Board includes his significant financial, accounting and management expertise, as well as his experience within the pharmaceutical and biotechnology industries.

John Johnson, age 66, is a Class I director who has served as a member of our Board of Directors since April 2020. Effective March 16, 2022, Mr. Johnson was appointed as Chief Executive Officer and Board Director of Reaction Biology, a privately held company. Mr. Johnson was the Chief Executive Officer of Strongbridge Biopharma plc, a publicly traded biopharmaceutical company, from July 2020 until the company was acquired by Xeris Biopharma Holdings, Inc. in October 2021 and he currently sits on the board of directors of Xeris Biopharma Holdings, Inc. Mr. Johnson was a member of Strongbridge Biopharma Plc’s board of directors from March 2015 until October 2021. Mr. Johnson recently served as chairman of publicly traded company Autuolus Therapeutics plc from September 2022 through April 1, 2024. Mr. Johnson served as a board member of Melinta Pharmaceuticals, Inc. through September 2019, having served as Chief Executive Officer from February 2019 through August 2019 and as interim Chief

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Executive Officer from October 2018 through February 2019. From January 2012 until August 2014, Mr. Johnson served as the President and Chief Executive Officer of Dendreon Corporation and as its Chairman from January 2012 until June 2014. From January 2011 until January 2012, he served as the Chief Executive Officer and a member of the board of Savient Pharmaceuticals, Inc. From November 2008 until January 2011, Mr. Johnson served as Senior Vice President and President of Eli Lilly and Company’s Oncology unit. He was also Chief Executive Officer of ImClone Systems Incorporated, which develops targeted biologic cancer treatments, from August 2007 until November 2008, and served on ImClone’s board of directors until it was acquired by Eli Lilly in November 2008. From 2005 to 2007, Mr. Johnson served as Company Group Chairman of Johnson & Johnson’s Worldwide Biopharmaceuticals unit, President of its Ortho Biotech Products LP and Ortho Biotech Canada units from 2003 to 2005, and Worldwide Vice President of its CNS, Pharmaceuticals Group Strategic unit from 2001 to 2003. Prior to joining Johnson & Johnson, he also held several executive positions at Parkstone Medical Information Systems, Inc., OrthoMcNeil Pharmaceutical Corporation and Pfizer, Inc. Mr. Johnson currently serves on the board of directors of Axogen Inc., a publicly traded company. Mr. Johnson is the former Chairman of Tranzyme Pharma, Inc., former lead independent director of Sucampo Pharmaceuticals, Inc. and a former director of Histogenics Corporation, AVEO Pharmaceuticals, Inc. and Portola Pharmaceuticals, Inc. He previously served as a member of the board of directors for the Pharmaceutical Research and Manufacturers of America and the Health Section Governing Board of Biotechnology Industry Organization. Mr. Johnson holds a B.S. from the East Stroudsburg University of Pennsylvania. Mr. Johnson brings to our board of directors extensive leadership, business and governance experience having served as a chief executive officer and on the board of directors of numerous public biopharmaceutical companies. The Board of Directors believes Mr. Johnson’s strong leadership qualities and industry knowledge position him well to provide valuable insights to both management and his fellow board members on issues facing the Company.

Michael Kauffman M.D., Ph.D., age 60, is a Class I director who has served as a member of our Board of Directors since November 2012 and our Lead Director since June 2016. He currently serves as Chief Executive Officer, president and board member of Nereid Therapeutics Inc. Dr. Kauffman was the cofounding Chief Executive Officer of Karyopharm Therapeutics Inc., a publicly traded commercial stage biotechnology company, from January 2011 to April 2021 and senior clinical advisor from May 2021 to May 2022. Prior to this, Dr. Kauffman was the Chief Medical Officer of Onyx Pharmaceuticals, Inc., a publicly traded biotechnology company, from November 2009 until December 2010. Dr. Kauffman was the Chief Medical Officer of Proteolix, Inc., a privately held pharmaceutical company, from April 2009 until November 2009, when it was acquired by Onyx Pharmaceuticals, Inc. Dr. Kauffman was an Operating Partner at Bessemer Venture Partners from 2008 to 2009. From September 2002 until July 2008, Dr. Kauffman was the President and Chief Executive Officer of EPIX Pharmaceuticals, Inc., a publicly traded biotechnology company that underwent liquidation proceedings in 2009. Dr. Kauffman joined Predix Pharmaceuticals, Inc., the predecessor to EPIX, in September 2002, as President and Chief Executive Officer. From 1997 to 2002, he held a number of senior medical and program leadership positions at Millennium Pharmaceuticals, Inc., then a publicly traded biotechnology company, including Vice President, Medicine and VELCADE Program Leader as well as co-founder and Vice President of Medicine at Millennium Predictive Medicine, a wholly-owned subsidiary of Millennium. Dr. Kauffman also served as Medical Director at Biogen Corporation (now Biogen, Inc., a publicly traded biotechnology company). He also currently serves on the board of directors of Kezar Biosciences, Adicet Bio, Inc., and BiVictriX Therapeutics Plc. Dr. Kauffman previously served on the board of directors of Karyopharm Therapeutics, Inc., Zalicus, Inc., EPIX Pharmaceuticals, Inc., Predix Pharmaceuticals Inc. and Proteolix Inc., and Bioevnision Inc. Dr. Kauffman received an M.D. and Ph.D. in molecular biology and biochemistry from Johns Hopkins University and holds a B.A. in biochemistry from Amherst College. Dr. Kauffman trained in Internal Medicine at Beth Israel Deaconess and rheumatology at Massachusetts General Hospitals, and is board certified in internal medicine. The Board of Directors believes that Dr. Kauffman’s qualifications to sit on the Board include the combination of his significant business, clinical development and leadership experience at public life sciences companies and his medical and scientific background.

Eric Rowinsky, M.D., age 67, is a Class I director who has served as a member of our Board of Directors since May 2017. Since 2016, Dr. Rowinsky has served as a consulting Chief Medical Officer and/or independent advisor/consultant to several biopharmaceutical companies, including Biocity, Nectin, Biovetrx, Antido, RRD, Vaxxas, and Everest, providing expertise in developing and registering a novel cancer therapeutics. From July 2021 to March 2023, Dr. Rowinsky served as a parttime Chief Medical Officer of Hummingbird Biotherapeutics, a life-science company. From 2015 to 2023, Dr. Rowinsky served as Executive Chairman of the board of directors and President of Inspira, Inc. (formerly Rgenix, Inc) and is currently serving as its President, Chairman of the Scientific Advisory Board,

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and Director. Dr. Rowinsky served as Executive Vice President, Chief Medical Officer and Head of Research and Development of Stemline Therapeutics, Inc., a clinical-stage biopharmaceutical company, from November 2011 until October 2015. Prior to joining Stemline, Dr. Rowinsky was co-founder and Chief Executive Officer of Primrose Therapeutics, Inc., a start-up biotechnology company, from June 2010 until its acquisition in September 2011. Dr. Rowinsky also served as a drug development and regulatory strategy consultant to the ImClone-Lilly Oncology Business Unit and several other biopharmaceutical and life sciences companies from 2010 to 2011. From 2005 to 2009, Dr. Rowinsky was Executive Vice President and Chief Medical Officer of ImClone Systems Inc., where he led the FDA approval of Erbitux for head and neck and colorectal cancers and advanced eight other monoclonal antibodies through clinical development. From 1996 to 2004, Dr. Rowinsky held several positions at the Cancer Therapy and Research Center, including Director of the Institute of Drug Development, or IDD, and the SBC Endowed Chair for Early Drug Development at the IDD. From 1996 to 2006, Dr. Rowinsky was a Clinical Professor of Medicine at the University of Texas Health Science Center at San Antonio. From 1988 to 1996, Dr. Rowinsky was an Associate Professor of Oncology at The Johns Hopkins University School of Medicine. Dr. Rowinsky was a longstanding National Cancer Institute principal and co-principal investigator from 1990 to 2004, and was integrally involved in pivotal clinical and preclinical investigations that led to the development of numerous cancer therapeutics, including paclitaxel, docetaxel, topotecan, irinotecan, erlotinib, gefitinib, ramucirumab, tagraxofusp and temsirolimus among others. Dr. Rowinsky was also an Adjunct Professor of Medicine at New York University School of Medicine (2008-2018). Dr. Rowinsky presently serves on the boards of directors of the public companies Biogen Idec, Inc., Fortress Biosciences, Inc., and Verastem Inc, and Purple Bio. Dr. Rowinsky received a B.A. degree from New York University (1977) and an M.D. degree from Vanderbilt University School of Medicine (1981). Dr. Rowinsky completed his residency in internal medicine at the University of California, San Diego (1984) and completed his fellowship in medical oncology at The Johns Hopkins Oncology Center (1987). He has authored more than 315 peer-reviewed manuscripts, and serves as an editor of several cancer journals. The Board of Directors believes that Dr. Rowinsky’s qualifications to sit on the Board include his principal expertise is in the development and registration of novel therapeutics to treat cancer.

Brian Stuglik R.Ph., age 64, is a Class II director who served as our Chief Executive Officer from July 2019 through July 2023 and has served as a member of our Board of Directors since September 2017. Mr. Stuglik founded Proventus Health Solutions, LLC, a consulting company for pharmaceutical and biotechnology companies, in January 2016 and has over three decades of experience in U.S. and international pharmaceutical development, product strategy, and commercialization. Prior to founding Proventus Health Solutions, Mr. Stuglik served as the Vice President and Chief Marketing Officer for the oncology division of Eli Lilly and Company, from 2009 to December 2015. Mr. Stuglik currently serves on the board of directors of publicly traded Oncopeptides AB (STO: ONCO) and Puma Biotechnology, Inc. (Nasdaq: PBYI). Mr. Stuglik received a Bachelor of Science in Pharmacy from Purdue University and holds memberships in the American Society of Clinical Oncology, the American Association of Cancer Research, and the International Association for the Study of Lung Cancer. The Board of Directors believes that Mr. Stuglik’s qualifications to sit on the Board include his extensive experience in pharmaceutical development, product strategy and commercialization.

Karin Tollefson, PharmD, age 57, is a Class II director who has served as a member of our Board of Directors since May 2023. Dr. Tollefson is currently Senior Vice President, Chief Oncology Medical Officer at Pfizer Inc., a publicly traded Pharmaceutical Company. Previously, she had been the Senior Vice President of Global Medical Affairs of Seagen Inc., a publicly traded biopharmaceutical company, since November 2021 and has been the Global Head of Medical Affairs since August 2019. Prior to this, Dr. Tollefson was the Vice President of Medical Affairs at Nektar Therapeutics, a publicly traded biopharmaceutical company, from May 2018 to August 2019. From 1992 until December 2017, Dr. Tollefson served in progressive leadership positions at Eli Lilly and Company, including Senior Director, Global Medical Affairs, Oncology Business Unit from June 2012 until December 2017 and Senior Director of Portfolio Project Management & Operations, Oncology Business Unit from January 2008 until June 2012, and multiple roles of progressive leadership from 1992 until her retirement in December 2017. Dr. Tollefson served on the board of directors of American Lung Association from 2013 to 2019 and served as a member of the Indiana Board of Trustees of The Leukemia and Lymphoma Society from 2013 to 2018. Dr. Tollefson completed her pre-pharmacy education at Kansas State University and received her doctorate in pharmacy from the University of Kansas in 1992. The Board of Directors believes that Dr. Tollefson’s qualifications to sit on the Board include her extensive experience in pharmaceutical development, product strategy and commercialization.

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BOARD OF DIRECTORS AND ITS COMMITTEES

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The following table describes which directors serve on each of the committees of the Board of Directors.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Director Independence

As required by the listing standards of The Nasdaq Capital Market (“Nasdaq”), the Board of Directors has affirmatively determined, upon the recommendation of the Nominating and Corporate Governance Committee, that each of our directors and nominees for director other than Daniel Paterson, our President and Chief Executive Officer, Brian Stuglik, our former Chief Executive Officer, and Robert Gagnon, our former Chief Business and Financial Officer, is independent. To make this determination, our Board of Directors reviews all relevant transactions or relationships between each director and Verastem, its senior management and its independent registered public accounting firm. During this review, the Board considers whether there are any transactions or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of our senior management or their affiliates. The Board consults with Verastem’s outside corporate counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.

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Board Membership Diversity

In accordance with Nasdaq’s Board Diversity Rules (Nasdaq Listing Rule 5605(f) and Rule 5606), the following Board Diversity Matrix presents our Board diversity statistics.

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Board Meetings and Attendance

The Board of Directors held five meetings during the year ended December 31, 2023. Each of the directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees of the Board of Directors on which he or she served during the year ended December 31, 2023 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee). We do not have a formal policy regarding attendance by members of our Board at our annual meeting of stockholders. One member of our Board serving at the time attended our 2023 annual meeting of stockholders held on May 15, 2023.

Board Committees

The Board of Directors has standing Audit, Compensation, Nominating and Corporate Governance, Research and Development, and Commercialization Committees, each of which is comprised solely of independent directors with the exception of Mr. Stuglik serving on the Commercialization Committee, as described more fully below. Each committee operates pursuant to a written charter and each committee periodically reviews and assesses the adequacy of its charter. The charters for the Audit, Compensation, Nominating and Corporate Governance, Research and Development, and Commercialization Committees are all available on the Company’s website at https://investor.verastem.com under “Investors—Corporate Governance” section.

Audit Committee

Ms. Robertson is the chair and Mr. Kapur and Dr. Kauffman are the other members of the Audit Committee. The Board of Directors has determined, upon the recommendation of the Nominating and Corporate Governance Committee, that each current and proposed member of the Audit Committee is “independent” within the meaning of the rules and regulations of Nasdaq and the SEC. The Board of Directors has determined, upon the recommendation of the Nominating and Corporate Governance Committee, that Ms. Robertson is an “audit committee financial expert” within the meaning of the rules and regulations of the SEC.

The primary responsibilities of the Audit Committee include: (a) appointing, approving the compensation of and assessing the independence of our independent registered public accounting firm, (b) overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm, (c) reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures, (d) monitoring our internal control over financial reporting,

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disclosure controls and procedures and code of business conduct and ethics, (e) overseeing our risk assessment and risk management policies, (f) meeting independently with our independent registered public accounting firm and management, (g) reviewing and approving or ratifying any related person transactions, (h) overseeing our compliance program, processing any complaints and assisting in conducting internal and external investigations if necessary, (i) preparing the audit committee report required by SEC rules, and (j) performing an annual self-evaluation of its own performance. All audit and non-audit services to be provided to us by our independent registered public accounting firm must be approved in advance by the Audit Committee. Our Audit Committee also has primary responsibility for oversight of cybersecurity.

During the year ended December 31, 2023, the Audit Committee met four times. The report of the Audit Committee is included in this proxy statement under “Audit Committee Report.”

Compensation Committee

Dr. Kauffman is the chair and Messrs. Johnson and Kapur are the other members of the Compensation Committee. The Board of Directors has determined, upon the recommendation of the Nominating and Corporate Governance Committee, that each member of the Compensation Committee is “independent” within the meaning of the rules and regulations of Nasdaq. In addition, each member is a “non-employee director” within Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The primary responsibilities of the Compensation Committee include: (a) annually reviewing and approving corporate goals, objectives and recommendations to the Board of Directors relevant to the compensation of executive officers, (b) overseeing the evaluation of Company’s senior executives, (c) overseeing an annual review by the Board on succession planning for senior executives, (d) overseeing and administering our cash and equity incentive plans, (e) reviewing and making recommendations to the Board of Directors with respect to director compensation, and (f) performing an annual self-evaluation of its own performance.

In 2023, the Compensation Committee directly engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to provide comparative data on executive compensation practices in our industry and to advise on our executive compensation program generally, including with respect to the Amended and Restated 2021 Equity Incentive Plan described more fully in Proposal No. 2. Pearl Meyer also advised on an option exchange program that was approved at a special meeting of our stockholders on January 17, 2024, pursuant to which certain employees, executive officers and non-employee directors of the Company who held certain outstanding underwater options were able to surrender such options in exchange for newly issued stock options to purchase shares of the Company’s common stock. Although the Board of Directors and Compensation Committee consider the advice and recommendation of independent compensation consultants as to our executive compensation program, the Board of Directors and Compensation Committee ultimately make their own decisions about these matters.

During the year ended December 31, 2023, the Compensation Committee met five times.

Nominating and Corporate Governance Committee

Mr. Johnson is the chair and Dr. Rowinsky and Dr. Tollefson are the other members of the Nominating and Corporate Governance Committee. The Board of Directors has determined, upon the recommendation of the Nominating and Corporate Governance Committee, that each member of the Nominating and Corporate Governance Committee is “independent” within the meaning of the rules and regulations of Nasdaq.

The primary responsibilities of the Nominating and Corporate Governance Committee include: (a) identifying individuals qualified to become members of our Board, (b) recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees, (c) reviewing and making recommendations to our Board with respect to our Board’s leadership structure, (d) reviewing and making recommendations to our Board with respect to management succession planning, (e) developing and recommending to our Board corporate governance principles, (f) reviewing and making recommendations to our Board with respect to environmental, social, and governance oversight matters and (g) performing an annual self-evaluation of its own performance.

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The Nominating and Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet in order to be recommended to the Board of Directors, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account the needs of Verastem and the composition of the Board of Directors. Additionally, neither the Nominating and Corporate Governance Committee nor the Board of Directors has a specific policy with regard to the consideration of diversity in identifying director nominees; however, the Committee has stated a commitment to ensuring diversity of perspective on the Board of Directors, and will actively consider the diversity of background and experience of a director nominee in the context of the overall composition of the Board of Directors at that time, such as diversity of knowledge, skills, experience, geographic location, age, gender, and ethnicity. Members of the Nominating and Corporate Governance Committee discuss and evaluate possible candidates in detail and suggest individuals to explore in more depth. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. Candidates recommended by stockholders are given appropriate consideration in the same manner as other candidates.

During the year ended December 31, 2023, the Nominating and Corporate Governance Committee met two times.

Research and Development Committee

Dr. Rowinsky is the chair and Dr. Kauffman and Dr. Bunn are the other members of the Research and Development Committee.

The primary responsibilities of the Research and Development Committee include: (a) assist management and the Board in general oversight of its research and development program goals and objectives, (b) provide advice on key medical and regulatory documents, (c) assist management and the Board in its oversight of the Company’s major acquisitions and business development activities, (d) serve as a resource regarding the scientific and technological aspects of product safety matters, (e) assist management and the Board in recruitment and retention of scientific talent with special focus on physician scientists, (f) assist management and the Board on the scientific, technical, and medical aspects of transactions that require Board approval, (g) identify and assess significant new and emerging trends and developments in research and development and science and their potential impact to the Company and (h) performing an annual self-evaluation of its own performance.

During the year ended December 31, 2023, the Research and Development Committee met seven times.

Commercialization Committee

Mr. Stuglik is the chair and Mr. Kapur and Dr. Tollefson are the other members of the Commercialization Committee.

The primary responsibilities of the Commercialization Committee include: (a) providing strategic, directional and operational guidance to the Company regarding its commercial, market access and medical affairs launch strategies, plans and programs, (b) evaluating the alignment of the Company’s commercial medical and market access launch programs and progress with the Company’s strategic goals and objectives, (c) being available as a resource for management of the Company to consult with regarding all commercialization matters as reasonably requested, (d) advising the Board regarding strategic commercial decisions that also require Board approvals.

During the year ended December 31, 2023, the Commercialization Committee met once.

Board of Directors Leadership Structure

Dr. Kauffman, an independent member of our Board of Directors, has served as the Lead Director of our Board of Directors since June 2016. The independent members of the Board of Directors periodically review the Board’s leadership structure and have determined that Verastem and our stockholders are well served with the current structure.

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The Board of Directors provides oversight of our management and affairs. Dr. Kauffman, as the Lead Director, presides over the meetings of the independent directors and also serves as the chair of the Compensation Committee and as a member of the Audit and Research and Development Committees. Dr. Kauffman’s leadership encourages open discussion and deliberation, with a thoughtful evaluation of risk, to support the Board’s decision-making. Dr. Kauffman’s leadership also encourages communication among the directors, and between management and the Board of Directors, to facilitate productive working relationships.

The Board of Director’s Role in Risk Oversight

The Board of Directors plays an important role in risk oversight through direct decision-making authority with respect to significant matters as well as through the oversight of management by the Board of Directors and its committees. Our Board of Directors is responsible for ensuring that an appropriate culture of risk management exists within the Company and for setting the right tone at the highest level of the organization by overseeing our risk profile and assisting management in addressing specific risks (e.g., strategic and competitive risks, financial risks, brand and reputation risks, legal and compliance risks, regulatory risks, operational risks and cybersecurity risks).

In particular, the Board of Directors administers its risk oversight function through (a) the review and discussion of regular periodic reports by the Board of Directors and its committees on topics relating to the risks that we face, (b) the required approval by the Board of Directors (or a committee of the Board of Directors) of significant transactions and other decisions, (c) the direct oversight of specific areas of our business and related risks by the Audit, Compensation, Nominating and Corporate Governance, Research and Development and Commercialization Committees, as described below, (d) the review of the Company’s policies and practices with respect to risk assessment and risk management, and (e) regular periodic reports from our independent registered public accounting firm and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal control over financial reporting.

Our Board of Directors retains ultimate responsibility for risk oversight while the Chief Executive Officer and other members of our senior leadership team are responsible for the day to day management of risk. Our Board of Directors and each of its committees meet regularly with management to ensure that management is exercising its responsibility to identify relevant risks and is adequately assessing, monitoring and taking appropriate action to mitigate risk. In the event a committee receives a report from members of management on areas of material risk to the Company, the Chair of the relevant committee reports on the discussion to the full Board of Directors at the next Board of Directors meeting. This enables our Board of Directors and its committees to coordinate their oversight of risk and identify risk interrelationships.

The Audit Committee is responsible for reviewing and discussing with management and the independent registered public accounting firm, our system of internal controls, our critical accounting practices, and policies relating to risk assessment and management, including oversight of the Company’s cybersecurity risk management program. As part of this process, the Audit Committee discusses our major financial risk exposures and steps that management has taken to monitor and control such exposure. The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or accounting matters. In addition, the Audit Committee oversees the status of the compliance program (policies, training, monitoring and audit of the Company) to ensure adherence to the applicable legal and regulatory standards and to the Code of Business Conduct and Ethics where there may be a material impact on the organization. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation policies, plans and arrangements and the extent to which those policies or practices may increase or decrease risk for the Company. The Nominating and Corporate Governance Committee oversees risks related to corporate governance matters and manages risks associated with the independence of our Board, potential conflicts of interest, and the effectiveness of the Board. The Research and Development Committee oversees risks concerning the research, development and technology aspects of the Company’s business.

Because of the role of the Board of Directors and its committees in risk oversight, the Board of Directors believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks

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relating to our operations. The Board of Directors believes its current leadership structure enables it to effectively provide oversight with respect to such risks.

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NON-EMPLOYEE DIRECTOR COMPENSATION

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Under our non-employee director compensation policy, each non-employee director received an annual base retainer of $45,000 in fiscal year 2023. In addition, our non-employee directors were entitled to receive the following cash compensation for Board and committee service in fiscal year 2023, as applicable:

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All amounts are paid in quarterly installments.

In addition, our non-employee directors receive stock options as compensation for their service on the Board of Directors. Each non-employee director who was serving on the Board of Directors as of the prior year’s annual meeting of the Company’s stockholders receives an annual award of an option to purchase shares of our common stock, which vests on a monthly basis over a one-year period, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date (the “Annual Grant”). In 2023, the Annual Grant consisted of an option to purchase 5,208 shares of our common stock (on a post-reverse stock split basis). During 2023, newly appointed non-employee directors received a one-time initial award of an option to purchase shares of our common stock with respect to a number of shares as follows (a) 10,416 shares (on a post-reverse stock split basis) (an “Initial Grant”) plus (b) a pro-rata amount equal to (i) the Annual Grant multiplied by (ii) the quotient of the number of days between the date the director commenced Board service and the vesting end date for the Annual Grant granted to the non-employee directors on the last annual meeting date, and 365 days, rounded down to the nearest whole share (the “Pro-Rata Annual Grant”). The Initial Grant vests in equal quarterly installments over three years, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date. The Pro-Rata Annual Grant vests on a monthly basis until the vesting end date of the Annual Grant granted to non-employee directors at the last annual meeting date, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date.

As further described below under “Named Executive Officer Compensation – 2023 Equity-Based Compensation – Option Exchange, ” on January 17, 2024, our stockholders approved a one-time stock option exchange program (the “Option Exchange Program”), under which certain employees, including executive officers, and non-employee directors of the Company were given the opportunity to exchange certain underwater options to purchase shares of the Company’s common stock for new options to purchase shares of the Company’s common stock. While non-employee directors were eligible to participate in the Option Exchange Program, their eligibility extended only to stock options received as a result of their service as a member of the Board of Directors.

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Dr. Bunn, Mr. Johnson, Dr. Kauffman, Ms. Robertson, and Dr. Rowinsky were eligible to participate in the Option Exchange Program and elected to exchange options to purchase 6,113 shares, 8,549 shares, 16,078 shares, 5,291 shares, and 12,572 shares, respectively, of the Company’s common stock, respectively, for new options.

Mr. Paterson, our President and Chief Executive Officer, does not receive compensation for his service as a director. Mr. Paterson’s compensation is described under the heading “Named Executive Officer Compensation” below.

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Mr. Stuglik did not receive compensation for his service as a director until Mr. Stuglik retired as our Chief Executive Officer effective July 31, 2023. The compensation Mr. Stuglik’s received for his 2023 service on the Board of Directors after his retirement is included in the Summary Compensation table under the heading “Named Executive Officer Compensation” below.

2023 Director Compensation

The following table summarizes the compensation paid to or earned by our directors during the year ended December 31, 2023:

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AUDIT COMMITTEE REPORT

The Audit Committee has reviewed the Verastem audited financial statements for the year ended December 31, 2023, and has discussed these statements with management and Ernst & Young LLP, the Company’s independent registered public accounting firm. Verastem management is responsible for the preparation of the Company’s financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control over financial reporting for that purpose. Ernst & Young LLP is responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls.

The Audit Committee also received from, and discussed with, Ernst & Young LLP all communications required under the standards of the Public Company Accounting Oversight Board (the “PCAOB”), including the matters required to be discussed by Ernst & Young LLP with the Audit Committee.

Ernst & Young LLP also provided the Audit Committee with the written disclosures and the letter required under the PCAOB, which requires that independent registered public accounting firms annually disclose in writing all relationships that in their professional opinion may reasonably be thought to bear on independence, to confirm their perceived independence and engage in a discussion of independence. The Audit Committee has reviewed this disclosure and has discussed with Ernst & Young LLP its independence from Verastem.

Based on its discussions with management and our independent registered public accounting firm, and its review of the representations and information provided by management and our independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Verastem 2023 Annual Report on Form 10-K.

Respectfully submitted by the
Audit Committee,

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Michelle Robertson, Chair

Anil Kapur

Michael Kauffman

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PROPOSAL NO. 2—APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

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Overview

At the Annual Meeting, stockholders will be asked to approve the adoption of the Company’s Amended and Restated 2021 Equity Incentive Plan adopted by the Board of Directors, upon recommendation by the Compensation Committee, on March 22, 2024 (the “Amended and Restated 2021 Plan”), including to increase the number of shares available for issuance by 3,200,000 shares. The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was originally adopted by the Board of Directors in March 2021 and approved by our stockholders in May 2021, with an amendment and restatement thereof approved by the Compensation Committee in May 2023 to reflect the Company’s 12 for 1 reverse stock split effective on May 31, 2023 (the “May 2023 Amended and Restated 2021 Plan”). If stockholders do not approve the Amended and Restated 2021 Plan, it will not become effective and the May 2023 Amended and Restated 2021 Plan will remain in effect in accordance with its terms.

As discussed further below, stockholders are being asked to approve the adoption of the Amended and Restated 2021 Plan, primarily to enable us to increase the number of shares of our common stock available for issuance pursuant to awards under the plan by 3,200,000 shares. As of March 22, 2024, the date the Board of Directors approved the Amended and Restated 2021 Plan, there were 492,047 shares of our common stock available for issuance under the May 2023 Amended and Restated 2021 Plan. Stockholder approval of the Amended and Restated 2021 Plan would make available for issuance a total of: (i) 3,692,047 shares of our common stock as of March 22, 2024, plus (ii) the number of shares of our common stock underlying awards under our 2021 Plan (inclusive of the May 2023 Amended and Restated 2021 Plan) and the Amended and Restated 2012 Incentive Plan (the “2012 Plan”) that expire, terminate or are surrendered without delivery of shares, are forfeited to or repurchased by the Company, or otherwise become available again for grant under the terms of the applicable plan (in the case of clause (ii), up to 2,340,127 shares).

Equity grants are an essential element of the Company’s compensation program. Stockholder approval of the Amended and Restated 2021 Plan would allow us to continue to use equity incentives to attract and retain high quality and high performing directors, executives, and other employees. The Board of Directors approved the Amended and Restated 2021 Plan and the additional shares of our common stock authorized for issuance under it based upon its review and consideration of:

·                  the Company’s historic rates of equity award issuances;

·                  the dilutive impact to stockholders;

·                  the number of shares necessary for the Company to continue making awards at historical average annual rates for the next two to three years; and

·                  advice provided by Pearl Meyer, the independent consultant of the Compensation Committee of the Board of Directors.

The Board of Directors believes that equity awards have been, and will continue to be, a critical part of our total compensation program and allow us to attract and retain the key talent needed to effectively compete in our industry, incentivize superior results and long-term value creation, and align the interests of our employees with those of our stockholders. In addition, we believe that equity ownership fosters an ownership mindset by allowing employees to take part in the successes of the Company.

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The Board of Directors believes that the Amended and Restated 2021 Plan will promote the interests of our stockholders and is consistent with principles of good corporate governance, including the following:

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In setting the size of the share pool under the Amended and Restated 2021 Plan, the Board of Directors considered the historical amounts of equity awards granted by the Company in the last three calendar years. As of March 22, 2024, there were 492,047 shares of our common stock available for grant under the May 2023 Amended and Restated 2021 Plan. In calendar years 2023, 2022 and 2021, we made grants of equity awards under the May 2023 Amended and Restated 2021 Plan, the 2021 Plan and the 2012 Plan totaling 1,108,333 shares, 85,735 shares, and 530,473 shares, respectively, of our common stock. We typically grant annual equity awards to our executive officers and employees in the fourth quarter of each calendar year. In the fourth quarter of 2022, we were in possession of interim data from our ongoing Phase 2 RAMP 201 trial and, as a result, we delayed making equity grants to our executives until the first quarter of 2023, once the interim data was publicly released. As a result, there was a significant increase in the aggregate equity awards issued in 2023 as compared to 2022.

The weighted average number of shares of our common stock outstanding in calendar years 2023, 2022 and 2021 was 22,054,073, 16,137,897 and 14,534,727, respectively. As a result, under the May 2023 Amended and Restated 2021 Plan, the 2021 Plan and 2012 Plan, our three-year average burn rate is 3.3%. In setting the size of the share pool under the Amended and Restated 2021 Plan, the Board also considered the total amount of equity awards outstanding under existing grants as of March 22, 2024, as further shown in the chart below. Based on an analysis by Pearl Meyer of the remaining shares available for grant under the May 2023 Amended and Restated 2021 Plan, the number of equity awards outstanding under our equity incentive plans, our historical burn rate, the features of the Amended and Restated 2021 Plan and the equity plan guidelines established by proxy advisory firms, the Board approved the Amended and Restated 2021 Plan and the share pool authorized under it to ensure that we continue to have the ability to provide industry competitive long-term incentive compensation to our key contributors. Based on these same factors, we estimate that the share pool under the Amended and Restated 2021 Plan will enable us to continue to make grants of equity awards at our historical average annual rates for approximately the next two to three years.

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Potential Dilution

The following table provides information regarding the number of shares subject to each type of outstanding award under the 2021 Plan (inclusive of the May 2023 Amended and Restated 2021 Plan) and the 2012 Plan, the number of shares of our common stock available for future awards under the May 2023 Amended and Restated 2021 Plan, the number of additional shares that would be available for future awards under the Amended and Restated 2021 Plan, if approved by stockholders, and the dilutive impact of each to our stockholders as of March 22, 2024. As of March 22, 2024, there were no longer any outstanding awards under our 2010 Equity Incentive Plan.

As indicated by the numbers in the table above, as of March 22, 2024, the date on which the Board of Directors adopted the Amended and Restated 2021 Plan, the potential dilution under the May 2023 Amended and Restated 2021 Plan, and the 2012 Plan was 11.2%. If the Amended and Restated 2021 Plan is approved by our stockholders, our potential dilution will be 23.8%.

Reasons for Seeking Stockholder Approval

Our Board of Directors believes that the ability to grant equity compensation to all employees and directors has been, and will continue to be, essential to the Company’s ability to attract and retain the highest quality and highest performing employees and directors. Our Board of Directors also believes that equity compensation motivates our employees, including our executive officers, and our directors to contribute to the achievement of our corporate objectives and encourages the alignment of their interests with the interests of our stockholders.

Summary of the Amended and Restated 2021 Plan

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The following summary describes the material terms of the Amended and Restated 2021 Plan. This summary of the Amended and Restated 2021 Plan is not a complete description of all provisions of the 2021 Plan and is qualified in its entirety by reference to the 2021 Plan which is attached hereto as Appendix A.

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Purpose

The purpose of the Amended and Restated 2021 Plan is to advance the interests of the Company by providing for the grant to Participants of stock and stock-based awards.

Administration

Pursuant to the terms of the Amended and Restated 2021 Plan, the Compensation Committee administers the Amended and Restated 2021 Plan. The Administrator (as defined below) has discretionary authority, subject only to the express provisions of the plan, to administer and interpret the plan and any awards; to determine eligibility for and grant

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awards; to determine the exercise price, base value from which appreciation is measured, or purchase price, if any, applicable to any award, to determine, modify, accelerate or waive the terms and conditions of any award; to determine the form of settlement of award (whether in cash, shares of common stock, other awards or other property); to prescribe forms, rules and procedures relating to the Amended and Restated 2021 Plan and awards; and to otherwise do all things necessary or desirable to carry out the purposes of the Amended and Restated 2021 Plan or any award. Determinations of the Administrator made with respect to the Amended and Restated 2021 Plan or any award are conclusive and bind all persons. The Compensation Committee may delegate certain of its powers under the Amended and Restated 2021 Plan to one or more of its members or members of the Board, officers of the Company or other employees or other persons. As used in this summary, “Administrator” refers to the Compensation Committee or its authorized delegates, as applicable.

Eligibility

Our employees, directors, consultants and advisors are eligible to receive awards under the Amended and Restated 2021 Plan. However, eligibility for incentive stock options is limited to our employees and employees of certain affiliates, and eligibility for other stock options and for SARs is limited to individuals providing direct services to the Company or certain subsidiaries of the Company on the date of grant. As of March 22, 2024 approximately 74 employees including all of our executive officers, nine non-employee directors, and approximately seven advisors or consultants would be eligible to participate in the Amended and Restated 2021 Plan.

Authorized Shares

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Subject to adjustment as described below, the number of shares of our common stock that are reserved for issuance under the Amended and Restated 2021 Plan, including upon the exercise of incentive stock options, is (i) 5,191,666, plus (ii) the number of shares of our common stock underlying awards under the 2012 Plan that expire, terminate or are surrendered without delivery of shares, are forfeited to or repurchased by us, or otherwise become available again for grant under the terms of the 2012 Plan (in the case of clause (ii), up to 1,190,939 shares).

The number of shares of our common stock delivered in satisfaction of awards under the Amended and Restated 2021 Plan is determined (i) by including shares withheld by us in payment of the exercise price or purchase price of the award or in satisfaction of tax withholding requirements with respect to the award, (ii) by including the full number of shares covered by a SAR any portion of which is settled in shares of our common stock (and not only the number of shares delivered in settlement of the award), and (iii) by excluding any shares underlying awards settled in cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by the Company without the delivery of shares of our common stock (or retention, in the case of restricted stock or unrestricted stock). The number of shares available for delivery under the Amended and Restated 2021 Plan will not be increased by any shares that have been delivered under the Amended and Restated 2021 Plan and are subsequently repurchased using proceeds directly attributable to stock option exercises.

Shares that may be delivered under the Amended and Restated 2021 Plan may be authorized but unissued shares, treasury shares or previously issued shares acquired by the Company.

Director Limits

The aggregate value of all compensation granted or paid to any non-employee director for his or her service on the Board of Directors with respect to any calendar year, including awards granted under the Amended and Restated 2021 Plan and cash fees or other compensation paid by the Company to such non-employee outside of the Amended and Restated 2021 Plan may not exceed $750,000 in the aggregate ($1,000,000 in the aggregate with respect to a non-employee director’s first calendar year of service on the Board of Directors). The limitation will not apply to any compensation granted or paid to a non-employee director for his or her services to the Company or a subsidiary other than as a non-employee director, including, without limitation, as a consultant or advisor to the Company or a subsidiary.

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Types of Awards

The Amended and Restated 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, SARs, restricted stock awards, restricted stock units and other stock-based awards. Dividends or dividend equivalents may also be provided in connection with awards under the Amended and Restated 2021 Plan.

Vesting; Terms of Awards

The Administrator determines the terms of all awards granted under the Amended and Restated 2021 Plan, including the time or times an award vests or becomes exercisable, the terms on which an award remains exercisable, and the effect of termination of a participant’s employment or service on an award. The Administrator may at any time accelerate the vesting or exercisability of an award.

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Transferability of Awards

Except as the Administrator may otherwise determine, awards may not be transferred other than by will or the laws of descent and distribution or, with respect to awards other than ISOs or awards subject to Section 409A of the Code, pursuant to a qualified domestic relations order.

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Effect of Certain Transactions

In the event of certain covered transactions (including the consummation of a consolidation, merger or similar transaction, the sale of all or substantially all of our assets or shares of our common stock, or our dissolution or liquidation), the Administrator may, with respect to outstanding awards, provide for (in each case, on such terms and subject to such conditions as it deems appropriate):

Except as the Administrator may otherwise determine, each award will automatically terminate or be forfeited immediately upon the consummation of the covered transaction, other than awards that are substituted for, assumed, or that continue following the covered transaction.

Adjustment Provisions

In the event of certain corporate transactions, including a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure, the Administrator will make appropriate adjustments to the maximum number of shares that may be delivered under the Amended and Restated 2021 Plan, the number and kind of securities subject to, and, if applicable, the exercise or purchase prices (or base values) of outstanding awards, and any other provisions affected by such event.

Clawback

The Administrator may cancel, rescind or otherwise limit or restrict awards if a participant is not in compliance with the provisions of the Amended and Restated 2021 Plan or the applicable award agreement or if the participant breaches any restrictive covenant agreement with the Company or otherwise competes with the Company, and may recover any awards or payments or shares received in respect of awards or gain in respect of any award in accordance with any applicable Company clawback or recoupment policy or  policies or as otherwise required by applicable law or stock exchange listing standards.

Amendments and Termination; Term

The Administrator may at any time amend the Amended and Restated 2021 Plan or any outstanding award and may at any time terminate the Amended and Restated 2021 Plan as to future awards. However, except as expressly provided in the Amended and Restated 2021 Plan, the Administrator may not alter the terms of an award so as to materially and adversely affect a participant's rights without the participant's consent (unless the Administrator expressly reserved the right to do so in the Amended and Restated 2021 Plan or at the time the award was granted). Any amendments to the Amended and Restated 2021 Plan will be conditioned on shareholder approval to the extent required by applicable law or stock exchange requirements.

No awards may be made under the Amended and Restated 2021 Plan after March 22, 2034, but previously granted awards may continue beyond that date in accordance with their terms.

Federal Income Tax Consequences

The following is a summary of some of the material federal income tax consequences associated with the grant and exercise of awards under the Amended and Restated 2021 Plan under current federal tax laws and certain other tax

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considerations associated with awards under the Amended and Restated 2021 Plan. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality.

The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice.

Restricted Stock. A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to the Company. However, a participant may make an election under Section 83(b) of the Code to be taxed on restricted stock when it is acquired rather than later, when the substantial risk of forfeiture lapses. A Section 83(b) election must be made not later than 30 days after the transfer of the shares to the participant and must satisfy certain other requirements. A participant who makes an effective Section 83(b) election will realize ordinary income equal to the value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to the Company. If a participant makes an effective Section 83(b) election, no additional income results by reason of the lapsing of the restrictions.

For purposes of determining capital gain or loss on a sale of shares awarded under the Amended and Restated 2021 Plan, the holding period in the shares begins when the participant realizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective Section 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount realized (if any) in connection with the forfeiture.

Incentive Stock Options. In general, a participant realizes no taxable income upon the grant or exercise of an incentive stock option. However, the exercise of an incentive stock option may result in an alternative minimum tax liability to the participant. With some exceptions, a disposition of shares purchased under an incentive stock option within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and generally a deduction to the Company) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized on the disposition is treated as a capital gain, for which the Company is not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss, for which the Company is not entitled to a deduction.

Non-Statutory Stock Options. In general, a participant has no taxable income upon the grant of a non-statutory stock option but realizes income in connection with the exercise of the option in an amount equal to the excess (at time of exercise) of the value of the shares acquired upon exercise over the exercise price. A corresponding deduction is generally available to the Company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss is treated as a capital gain or loss for which the Company is not entitled to a deduction. An incentive stock option that is exercised more than three months after termination of employment (other than termination by reason of death) is generally treated as a non-statutory stock option. Incentive stock options are also treated as non-statutory stock options to the extent they first become exercisable by an individual in any calendar year for shares having a value (determined as of the date of grant) in excess of $100,000.

SARs. The grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash and the value of any stock received. A corresponding deduction is generally available to the Company.

Restricted Stock Units. The grant of a restricted stock unit does not itself result in taxable income. Instead, the participant is taxed upon delivery of the underlying shares (and a corresponding deduction is generally available to the

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Company). If the shares delivered are restricted for tax purposes, the participant will be subject to the rules described above for restricted stock.

Certain Change of Control Payments. Under Section 280G of the Code, the vesting or accelerated exercisability of stock options or the vesting and payment of other awards in connection with a change of control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments contingent on the change of control in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards, may be subject to an additional 20% federal tax and may be non-deductible to the Company.

New Plan Benefits

Awards under the Amended and Restated 2021 Plan are subject to the discretion of our Board of Directors and its delegates and, therefore, are not determinable at this time. Our Board of Directors and its delegates have full discretion to determine the shares subject to awards to be granted to participants under the Amended and Restated 2021 Plan, subject to the director limits described above under Summary of the 2021 Plan – Director Limits.

The table below reflects awards that have been granted under the 2021 Plan (including the May 2023 Amended and Restated 2021 Plan) to the individuals and groups listed below during 2023. On March 22, 2024 the closing price of a share of our common stock as reflected on Nasdaq was $12.04.

Required Vote

Approval of the Amended and Restated 2021 Plan requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and voting on the matter. Abstentions and broker non-votes will not be counted as shares voting on this matter and accordingly will have no effect on the approval of this Proposal No. 2.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE “FOR” THE APPROVAL OF THE AMENDED AND RESTATED 2021 PLAN.

(PROPOSAL NO. 2 ON YOUR PROXY CARD)

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Supplemental Equity Compensation Plan Information

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The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2023. As of December 31, 2023, we had four equity compensation plans, the May 2023 Amended and Restated 2021 Plan, the 2012 Plan, an inducement award program, and the Company’s

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Employee Stock Purchase Plan (the “ESPP”). Each of the May 2023 Amended and Restated 2021 Plan, the 2012 Plan and the ESPP was approved by our stockholders.

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PROPOSAL NO. 3—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

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We are asking our stockholders to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Although ratification is not required by our bylaws or otherwise, the Board of Directors is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of the Company and our stockholders.

Ernst & Young LLP has served as our independent registered public accounting firm since 2011. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and they will be available to respond to appropriate questions.

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The Audit Committee pre-approves all auditing services, internal control related services and permitted non-audit services (including the fees and terms thereof) to be performed by Ernst & Young LLP, subject to the de minimis exception for non-audit services that are approved by the Audit Committee prior to the completion of an audit. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee consistent with applicable law and listing standards, provided that the decisions of such Audit Committee member or members must be presented to the full Audit Committee at its next scheduled meeting. All of the services described in the following fee table were approved in conformity with the Audit Committee’s pre-approval process.

Principal Accountant Fees and Services

We regularly review the services and fees of our independent accountants. These services and fees are also reviewed by the Audit Committee on an annual basis. The aggregate fees billed and accrued for the fiscal years ended December 31, 2023 and 2022 for each of the following categories of services are as follows:

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Audit Fees. Consist of fees billed and accrued for professional services rendered for the audit of our annual financial statements, the review of interim financial statements and services provided in connection with our registration statements.

Audit-Related Fees. Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

Tax Fees. Consist of fees billed for tax compliance, tax advice and tax planning and includes fees for tax return preparation.

All Other Fees. Consist of fees billed for products and services, other than those described above under Audit Fees, Audit-Related Fees and Tax Fees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL NO. 3 ON YOUR PROXY CARD)

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PROPOSAL NO. 4—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The compensation-related disclosure elsewhere in this proxy statement describes the structure and amounts of the compensation of our named executive officers for fiscal year 2023. The Compensation Committee and the Board of Directors believe that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our named executive officers to dedicate themselves fully to value creation for our stockholders.

As required by Section 14A of the Exchange Act, the Board of Directors is asking our stockholders to cast a non-binding advisory vote FOR the following resolution:

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RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K including the compensation tables and narrative discussion, is hereby APPROVED.

Our Board of Directors is asking that our stockholders support this proposal, commonly referred to as the “say-on-pay” vote. Although this advisory vote is non-binding, we value the views of our stockholders and the Board of Directors and Compensation Committee will review and consider the voting results when making future decisions regarding our named executive officer compensation and related executive compensation programs.

Subject to the outcome of the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers in Proposal No. 5, our Board of Directors intends to hold this vote annually, with the next advisory vote to approve the compensation paid to the Company’s executive officers proposed in 2025.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(PROPOSAL NO. 4 ON YOUR PROXY CARD)

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PROPOSAL NO. 5—ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Proposal No. 4 (the say-on-pay vote) above requests that you cast an advisory vote for approval of the compensation of our named executive officers as disclosed in this proxy statement. In this Proposal No. 5, the Board of Directors is asking our stockholders to cast a non-binding advisory vote on how frequently we should have say-on-pay votes in the future. This non-binding advisory vote is required to be conducted every six years under Section 14A of the Exchange Act. We submitted a proposal to our stockholders at our 2018 annual meeting of stockholders to vote on whether the say-on-pay vote should occur every one, two, or three years. At that time, our stockholders voted, on a non-binding basis, that the advisory vote on the Company’s executive compensation should occur every year. This Proposal No. 5 is the resubmission of this question to our stockholders. You can vote to hold say-on-pay votes every one, two, or three years, or you may abstain from voting.

We believe that say-on-pay votes should be held annually to give stockholders the opportunity to provide regular input on our executive compensation programs and increase the Board’s accountability for its compensation decisions.  The Board of Directors therefore recommends that stockholders vote in favor of the ONE-YEAR option. This vote, like the say-on-pay vote itself, is non-binding. If a choice other than one year receives the most votes, the Board will take the voting results into consideration in determining how frequently we will present you with a say-on-pay vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE ONE-YEAR OPTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(PROPOSAL NO. 5 ON YOUR PROXY CARD)

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NAMED EXECUTIVE OFFICER COMPENSATION

This section provides an overview of the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for our fiscal year ended December 31, 2023. Our named executive officers are:

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Summary Compensation Table

The following table provides information regarding the total compensation earned by our named executive officers for fiscal years 2023 and 2022.

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Company Performance Highlights

Through the course of Mr. Paterson’s role as our President since June 20, 2019, Mr. Stuglik’s role as our Chief Executive Officer from July 29, 2019 until his retirement on July 31, 2023, and now Mr. Paterson’s role as our President and Chief Executive Officer as of August 1, 2023, we have transformed the Company through our strategic shift with the sale of COPIKTRA in 2020 to focus on advancing our rapidly accelerated fibrosarcoma (“RAF”)/ mitogen-activated protein kinase kinase (“MEK”), and focal adhesion kinase development programs. In 2023, 2022 and 2021, we continued to deliver strong operational performance and reduced expenses with total selling, general and administrative expense (“SG&A”) and research and development (“R&D”) expenses of $92.1 million, $75.5 million, and $63.5 million, respectively, compared to $104.1 million in 2020 and $147.0 million in 2019. Key highlights include:

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Competitive Market Data

Market practices are one of the considerations taken into account when determining the compensation of our executive officers. The Compensation Committee used peer group compensation data provided by Pearl Meyer, its independent compensation consultant, as a reference point in setting pay levels for executives for fiscal year 2023. These peers were chosen primarily based on selection criteria, as defined by the Compensation Committee. In the selection process, the Compensation Committee sought to develop a group that reflected Verastem’s then current and projected near-term state by blending companies (i) in clinical stage development, (ii) with an employee workforce between 20 and 200 employees as of the last fiscal year end and (iii) with less than $200 million of operating expenses. We then selected companies which had market capitalizations between approximately $250,000,000 and $2,000,000,000. During the peer selection process, preference was given to Massachusetts-based companies, companies pursuing oncology indication or rare disease companies, and companies in Phase II or Phase III of clinical development. The Compensation Committee determined that our peer group to be used for 2023 compensation comparisons and decisions would be as follows:

2023 Base Salary and Bonus

The employment agreement with each named executive officer, described below, established a base salary for such officer, which is subject to discretionary increase. None of our executive officers is (or, in the case of Mr. Stuglik, was) entitled to a guaranteed salary increase. Each of our named executive officers are paid a base salary reflecting their skill set, experience, performance, role and responsibilities. The base salaries are provided to attract, retain, and reward

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talented executives needed to drive our business. The magnitude of increases for Messrs. Paterson and Calkins in 2023 reflect their promotions to CEO and CFO, respectively.

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As described below, each named executive officer has (or had, for Mr. Stuglik) a target annual bonus based on his base salary earned with respect to the applicable year, as set forth in his employment agreement. Our executives are provided a cash bonus incentive to promote and reward the achievement of short-term objectives that directly correlate to the enhancement of long-term stockholder value, as well as facilitate executive retention. Mr. Paterson’s 2023 target annual bonus as a percentage of base salary was 50% for the period from January 1, 2023 to July 31, 2023 and was increased to 55% as of August 1, 2023 upon his promotion to Chief Executive Officer. Mr. Calkins’ 2023 target annual bonus as a percentage of his salary was 30% for the period January 1, 2023 to October 18, 2023 and was increased to 35% as of October 19, 2023 upon his promotion to Chief Financial Officer. Mr. Stuglik’s 2023 target annual bonus as a percentage of base salary was 65%. Annual bonuses for 2023 for our named executive officers were based on the achievement of Company performance metrics established by the Compensation Committee, as well as individual performance. For 2023, the Compensation Committee set Company performance metrics which included:

(1) clinical development goals for our registration directed clinical trials,

(2) certain business development goals,

(3) certain investor and employee retention goals, and

(4) certain commercial and medical affairs goals

The bonus payout amounts for Mr. Paterson and Mr. Stuglik were calculated and approved by the Board of Directors. The bonus payout amounts for Mr. Calkins was calculated and approved by the Compensation Committee. Mr. Stuglik retired from the Company effective July 31, 2023 and, in connection with his retirement, received a cash bonus of $421,850 in recognition of his contributions to the Company’s achievement of its 2023 fiscal year initiatives which represents a 100% target bonus payout. The bonus payout amounts for Mr. Paterson and Mr. Calkins for 2023 were based on approximately 102.5% corporate 2023 goals achievement as well as an assessment of each named executive officer’s individual performance with respect to the achievement of our 2023 corporate performance goals:

Agreements with Named Executive Officers

We have entered into an employment agreement with each of our currently employed named executive officers. Each of the employment agreements provides that employment will continue for an indefinite period until either the Company or the employee provides written notice of termination in accordance with the terms of the agreement. The terms “cause”, “good reason” and “change of control” referred to below are defined in each named executive officer’s employment agreement.

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Daniel Paterson

In connection with his appointment to Chief Executive Officer, effective as of August 1, 2023, Mr. Paterson entered into an employment agreement with the Company that supersedes his prior employment agreement. Pursuant to his new employment agreement, Mr. Paterson is entitled to an initial base salary of $600,000, subject to increase from time to time by the Board of Directors and is eligible for a target annual bonus of 55% of his annual base salary, with the actual amount of any bonus paid to be determined by the Board of Directors or the Compensation Committee.

Subject to Mr. Paterson’s execution of an effective release of claims if Mr. Paterson’s employment is terminated by the Company without cause or by Mr. Paterson for good reason, he will be entitled to receive the following severance benefits: (1) twelve months of base salary continuation, (2) if Mr. Paterson exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, a monthly cash amount equal to the full premium cost of that participation for 12 months (or, if earlier, until the time when Mr. Paterson becomes eligible to enroll in the health or dental plan of a new employer), (3) a pro-rata portion of his target annual bonus amount for the year in which the termination occurs, calculated based on the number of days Mr. Paterson was employed by us in such year, (4) accelerated vesting of the portion of any outstanding stock options, restricted stock, and restricted stock units held by Mr. Paterson that, by their terms, vest only based on the passage of time and that would have vested during the 12-month period following the termination of his employment and (5) any bonus which has been awarded, but not yet paid on the date of termination.

If Mr. Paterson’s employment is terminated by the Company without cause or by Mr. Paterson for good reason, in either case within 90 days prior to or within 18 months following, a change of control, subject to Mr. Paterson’s execution and non-revocation of an effective release of claims, he will instead be entitled to receive the following severance benefits: (1) a lump sum amount equal to 18 months of his base salary, (2) if Mr. Paterson exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, a monthly cash amount equal to the full premium cost of that participation for 18 months (or, if earlier, until the time when Mr. Paterson becomes eligible to enroll in the health or dental plan of a new employer), (3) a pro-rata portion of his target annual bonus amount for the year in which the termination occurs, calculated based on the number of days Mr. Paterson was employed by us in such year, (4) accelerated vesting of all outstanding stock options, restricted stock and restricted stock units held by Mr. Paterson that, by their terms, vest only based on the passage of time and (5) any bonus which has been awarded, but not yet paid on the date of termination. In addition, upon a change of control, any then-unvested stock options, restricted stock and restricted stock units which are outstanding as of the Effective Date and which, by their terms, vest based on the achievement of specified performance criteria will vest to the extent they are not assumed or continued by the acquirer in such change of control.

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Daniel Calkins

In connection with his with his appointment to Chief Financial Officer, effective as of October 24, 2023, Mr. Calkins entered into an employment agreement with the Company that supersedes his prior employment agreement. Pursuant to his new employment agreement, Mr. Calkins is entitled to an initial base salary of $300,000, subject to increase from time to time by the Board of Directors and is eligible for a target annual bonus of 35% of his annual base salary, with the actual amount of any bonus paid to be determined by the Board of Directors or the Compensation Committee.

Subject to Mr. Calkins’ execution of an effective release of claims, if Mr. Calkins’ employment is terminated by the Company without cause or by Mr. Calkins for good reason, he will be entitled to receive the following severance benefits: (1) nine months of base salary continuation, (2) if Mr. Calkins exercises his right to continue participation in the Company’s health and dental plans under the federal law known as COBRA, a monthly cash amount equal to the full premium cost of that participation for nine months (or, if earlier, until the time when Mr. Calkins becomes eligible to enroll in the health or dental plan of a new employer), and (3)  any bonus which has been awarded, but not yet paid, on the date of termination.

If Mr. Calkins’ employment is terminated by the Company without cause or by Mr. Calkins for good reason, in either case within 90 days prior to or within 18 months following, a change of control, subject to Mr. Calkins’ execution

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and non-revocation of an effective release of claims, he will instead be entitled to receive the following severance benefits: (1) a lump sum amount equal to 12 months of his base salary, (2) if Mr. Calkins exercises his right to continue participation in the Company’s health and dental plans under the federal law known as COBRA, a monthly cash amount equal to the full premium cost of that participation for 12 months (or, if earlier, until the time when Mr. Calkins becomes eligible to enroll in the health or dental plan of a new employer), (3) a pro-rata portion of his target annual bonus amount for the year in which the termination occurs, calculated based on the number of days Mr. Calkins was employed by the Company in such year, (4) accelerated vesting of all outstanding stock options, restricted stock and restricted stock units held by Mr. Calkins that, by their terms, vest only based on the passage of time, and (5) any bonus which has been awarded, but not yet paid on the date of termination. In addition, upon a change of control, any then unvested stock options, restricted stock and restricted stock units which are outstanding as of the effective date and which, by their terms, vest based on the achievement of specified performance criteria will vest to the extent they are not assumed or continued by the acquirer in such Change of Control.

Brian M. Stuglik

Prior to his termination of employment, Mr. Stuglik had been party to an employment agreement with the Company, under which he was entitled to an annual base salary and eligible to receive a target bonus equal to a percentage of his base salary. Mr. Stuglik retired from his position of Chief Executive Officer of the Company, effective July 31, 2023 and remains on the Board of Directors. In connection with his retirement, Mr. Stuglik received a cash bonus in the amount of $421,850 in recognition of his contributions to the Company’s achievement of its 2023 fiscal year initiatives. Mr. Stuglik’s outstanding equity awards will continue to vest for so long as he continues to provide services to the Company, including service on the Board of Directors. In addition, following his retirement, Mr. Stuglik entered into a consulting agreement with the Company pursuant to which he has agreed to provide consulting services to us in respect of the Chief Executive Officer transition, investor relationships and corporate issue resolution at our request, in exchange for a consulting fee of $400 per hour.

2023 Equity-Based Compensation

Our use of equity awards is intended to align our named executive officers’ interests with the interests of our stockholders by providing an incentive to increase long-term stockholder value. Furthermore, we believe that in the biopharmaceutical industry, equity awards are a primary motivator to attract and retain executives. We determine the size and frequency of awards based on numerous factors, including the executive’s skills and experience, the executive’s responsibilities, internal equity, and competitive market data. Additionally, we believe that our use of long-term incentive awards is a key mechanism to reward successful performance by our named executive officers.

Annual Grants

We typically grant annual equity awards to our executive officers in the fourth quarter of each calendar year. However, due to the insufficient available shares under the 2021 Plan we have not yet granted equity awards to our executive officers for 2023 service. If Proposal No. 2 is approved, the Board of Directors will assess equity grants for our executive officers for service during 2023.

On January 27, 2023, the Company granted each named executive officer an option to purchase shares of our common stock (140,073 for Mr. Paterson, 13,750 for Mr. Calkins and 184,696 for Mr. Stuglik) in each case in respect of 2022 service. Each option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and as to an additional 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date, generally subject to the named executive officer’s continuing service with the Company through the applicable vesting date.

Promotion Grants

On August 2, 2023, in connection with Mr. Paterson’s promotion to Chief Executive Officer, the Company granted Mr. Paterson an option to purchase 100,000 shares of our common stock at an exercise price equal to $10.44 per share, the closing price of the Company’s common stock on the grant date, and an award of 50,000 restricted stock units.

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Each award vests as to 25% of the shares underlying the award on the one-year anniversary of the grant date, and as to an additional 6.25% of the shares underlying the award at the end of each successive three-month period following the first anniversary of the grant date, until the fourth anniversary of the grant date, in each case, generally subject to Mr. Paterson’s continuing service with the Company through the applicable vesting date. The Company also granted Mr. Paterson an award of 50,000 restricted stock units, which vests as to 50% of the shares underlying the award upon the acceptance by the FDA of a New Drug Application for a product which contains avutometinib in combination with defactinib, and as to 50% of the shares underlying the award upon the approval of such New Drug Application, in each case generally subject to Mr. Paterson’s continuing service with the Company through the applicable vesting date.

On October 24, 2023, in connection with Mr. Calkins’ promotion to Chief Financial Officer, the Company granted Mr. Calkins an option to purchase 25,000 shares of our common stock at an exercise price equal to $6.89 per share, the closing price of the Company’s common stock on the grant date. The option vests as to 25% of the shares underlying the option on the one-year anniversary of the grant date, and as to an additional 6.25% of the shares at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date, generally subject to Mr. Calkins’ continuing service with the Company through the applicable vesting date.

Option Exchange

At a special meeting of stockholders held on January 17, 2024, our stockholders approved a one-time Option Exchange Program, under which certain employees, including executive officers of the Company were given the opportunity to exchange certain underwater options for new options to purchase shares of the Company’s common stock.

Under the Option Exchange Program, employees, including executive officers of the Company who were employed or engaged by the Company as of February 8, 2024, could elect to exchange eligible outstanding stock options for the same number of new stock options. Outstanding stock options eligible for the Option Exchange Program were stock options that had an exercise price equal to or greater than $15.00 per share and vested based on continued service with us or based on the achievement of performance milestones (other than stock price hurdles). While non-employee directors were eligible to participate in the Option Exchange Program, their eligibility extended only to stock options received as a result of their service as a member of the Board of Directors.

Messrs. Paterson, Calkins and Stuglik were eligible to participate in the Option Exchange Program and elected to exchange options to purchase 167,980 shares, 6,588 shares, and 11,865 shares, respectively, of the Company’s common stock, respectively, for new options. In order to enhance the retentive value of the Option Exchange Program, none of the new stock options issued were vested on the grant date. New stock options issued in exchange for exercisable stock options will vest in two equal annual installments over a two-year period from the grant date, generally subject to the participant’s continued employment or service with us through the applicable vesting date. New stock options issued in exchange for unvested time-based options will vest as to 25% of the shares underlying the option beginning one-year following the Grant Date, with the remaining shares vesting in equal quarterly installments over the next three years, generally subject to the participant’s continued employment or service with us through the applicable vesting date.

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding equity awards held by each of our named executive officers that were outstanding as of December 31, 2023.