{"url_path":"/sec/tern/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1831363/0001193125-26-182140-index.html","accession_number":"0001193125-26-182140","cik":"0001831363","ticker":"TERN","issuer_name":"Terns Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1831363/0001193125-26-182140-index.html","primary_entity_key":"0001831363","primary_entity_name":"Terns Pharmaceuticals, Inc."},"word_count":2790,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance.\n\n \n\nDirectors\n\n \n\nThe following table sets forth the name, age and position/office of each of our directors as of April 17, 2026. There are no family relationships among any of our directors:\n\n \n\nName\n\n \n\nAge\n\n \n\nPosition/Office Held With the Company\n\n \n\nDirector Since\n\nAmy Burroughs, M.B.A.\n\n \n\n56\n\n \n\nChief Executive Officer and Director\n\n \n\n2024\n\nDavid Fellows(1)(2)\n\n \n\n69\n\n \n\nChairman of the Board\n\n \n\n2020\n\nRobert Azelby(1)\n\n \n\n58\n\n \n\nDirector\n\n \n\n2025\n\nJeffrey Kindler, J.D.(1)\n\n \n\n70\n\n \n\nDirector\n\n \n\n2020\n\nJill Quigley, J.D.(2)(3)\n\n \n\n51\n\n \n\nDirector\n\n \n\n2020\n\nRadhika Tripuraneni, M.D., M.P.H.(3)(4)\n\n \n\n46\n\n \n\nDirector\n\n \n\n2022\n\nHeather Turner, J.D.(3)\n\n \n\n53\n\n \n\nDirector\n\n \n\n2024\n\n \n\n(1)\nMember of the compensation committee.\n\n(2)\nMember of the nominating and corporate governance committee.\n\n(3)\nMember of the audit committee.\n\n(4)\nMember of the research and development committee.\n\n \n\nAmy Burroughs, M.B.A. has served as a member of our board of directors and as our Chief Executive Officer since February 2024. Ms. Burroughs previously served as the Chief Executive Officer and President of Cleave Therapeutics, Inc., a privately held biotechnology company, from April 2019 to September 2023, where she has also been a director since April 2019. In October 2023, she became the Consulting CEO for Cleave Therapeutics, Inc. From December 2017 to March 2019, Ms. Burroughs served as an Entrepreneur in Residence at 5AM Ventures, a venture capital firm, and, in parallel, as senior advisor to one of its portfolio companies, Crinetics Pharmaceuticals, Inc., during its initial public offering. Ms. Burroughs has served on the board of directors of Tenaya Therapeutics, Inc., a publicly traded biotechnology company, since December 2022, and previously served on the board of directors of DiaMedica Therapeutics, Inc. Ms. Burroughs earned a B.A. in computer science and a minor in economics from Dartmouth College, and an M.B.A. from Harvard Business School. We believe that Ms. Burroughs is qualified to serve on our board of directors due to her extensive experience as an executive and director of companies in the biotechnology industry.\n\n \n\nDavid Fellows has served as a member of our board of directors since December 2020 and as chairman of our board of directors since February 2021. Mr. Fellows has served as the chairman of the board of directors of Beacon Therapeutics Holdings Limited (formerly Applied Genetic Technologies Corporation), a private biopharmaceutical company, since January 2025, and also served as the Chief Executive Officer from November 2022 to August 2024. Previously, Mr. Fellows served as the Chief Executive Officer and a board member of Nightstar Therapeutics plc, a publicly-traded biotechnology company, from January 2015 to March 2019. Before that, he served as the Vice President of Vision Care at Johnson & Johnson, from September 2005 to December 2014. Mr. Fellows serves on the boards of directors of Beacon Therapeutics Holdings Limited and Jaguar Gene Therapy, LLC and served on the boards of directors of Oxular Limited and Gyroscope Therapeutics Holdings plc. Mr. Fellows has also served on the board of the non-profit Glaucoma Foundation since May 2006. Mr. Fellows received his undergraduate degree in Psychology from Butler University. We believe Mr. Fellows is qualified to serve on our board of directors due to his extensive experience as an executive of companies in the biopharmaceutical industry.\n\n \n\n3\n\n \n\nRobert Azelby has served as a member of our board of directors since February 2025. From October 2020 to February 2023, Mr. Azelby served as President and Chief Executive Officer of Eliem Therapeutics, Inc., a publicly-traded biopharmaceutical company. Prior to that, Mr. Azelby served as the Chief Executive Officer of Alder BioPharmaceuticals, Inc. from June 2018 until its acquisition by H. Lundbeck A/S in 2019. From November 2015 to May 2018, Mr. Azelby served as Executive Vice President, Chief Commercial Officer of Juno Therapeutics, Inc. Prior to that, Mr. Azelby served in various positions at Amgen Inc., including Vice President and General Manager, Oncology, Vice President, Amgen Oncology Sales, Vice President, Commercial Effectiveness Unit and General Manager of Amgen Netherlands. Mr. Azelby currently serves on the board of directors of ADC Therapeutics SA, Autolus Therapeutics plc and Cardinal Health, Inc. He previously served on the board of directors of Eliem Therapeutics, Inc., Alder BioPharmaceuticals, Inc., Chinook Therapeutics, Inc., Clovis Oncology, Inc., Cascadian Therapeutics, Inc. and Immunomedics, Inc. Mr. Azelby holds a B.A. in Economics and Religious Studies from the University of Virginia and an M.B.A. from Harvard Business School. We believe Mr. Azelby is qualified to serve on our board of directors due to his extensive experience as an executive and director of companies in the biopharmaceutical industry.\n\n \n\nJeffrey Kindler, J.D. has served as a member of our board of directors since December 2020. Mr. Kindler has served as Chief Executive Officer of Centrexion Corporation, a private biopharmaceutical company, since October 2013, and as Founding Partner of Pioneering Collective, a leadership accelerator for healthcare C-Suite executives, since January 2024. From June 2020 to September 2025, Mr. Kindler served as Senior Advisor to Blackstone Inc., an investment firm. From January 2020 until February 2024, Mr. Kindler was a Venture Partner at Artis Ventures, a venture investment firm. From October 2013 until December 2022, Mr. Kindler was the global chairperson of the GLG Institute, a life sciences and healthcare advisory subsidiary of GLC. Additionally, from July 2012 until April 2020, Mr. Kindler was a Venture Partner for Lux Capital, a venture capital firm. Previously, Mr. Kindler served as General Counsel and then Chairman and Chief Executive Officer at Pfizer Inc., Executive Vice President and General Counsel at McDonald’s Corporation and Vice President of Litigation and Legal Policy at General Electric Company. Mr. Kindler is a member of the board of directors of Praxis Precision Medicines, Inc., Perrigo Company plc, Precigen, Inc., Lupin, and several other privately held companies. Mr. Kindler previously served on the board of vTv Therapeutics Inc., a publicly-traded biotechnology company, from July 2015 to December 2020, PPD, Inc. from March 2012 until its acquisition by Thermo Fisher Scientific Inc. in December 2021, and SIGA Technologies, Inc., a publicly-traded pharmaceutical company, from March 2013 to June 2020. Mr. Kindler received his undergraduate degree from Tufts University and J.D. from Harvard University. We believe Mr. Kindler is qualified to serve on our board of directors due to his extensive experience as an executive and director of companies in the biopharmaceutical industry.\n\n \n\nJill Quigley, J.D. has served as a member of our board of directors since December 2020. From November 2023 to February 2024, she also served as our Senior Advisor and Strategy Officer on an interim basis. Ms. Quigley has served as Executive in Residence at J.P. Morgan Private Capital, a venture capital and growth equity investment team within J.P. Morgan Asset Management, an investment firm, since November 2025. Previously, Ms. Quigley served as Chief Executive Officer of Genuiti Therapeutics, Inc., a private biotechnology company from September 2023 to June 2025. From November 2018 to December 2021, Ms. Quigley served as the Chief Operating Officer of Passage Bio, Inc., a publicly-traded biopharmaceutical company. Previously, she served as the Interim Chief Executive Officer and General Counsel of Nutrinia, Inc., from January 2016 to November 2018. From July 2012 to January 2016, Ms. Quigley served in various roles at Shire plc, most recently as Senior Legal Counsel. Ms. Quigley serves on the board of directors of Chemomab Therapeutics Ltd., a publicly-traded biotechnology company. Ms. Quigley received her undergraduate degree in Communications, Legal Institutions, Economics & Governance from American University and J.D. from Rutgers School of Law. We believe Ms. Quigley is qualified to serve on our board of directors due to her extensive experience as an executive and director of companies in the biopharmaceutical industry.\n\n \n\n4\n\n \n\nRadhika Tripuraneni, M.D., M.P.H., has served as a member of our board of directors since July 2022. Dr. Tripuraneni has served as Chief Medical Officer to Viridian Therapeutics, Inc., a publicly-traded biopharmaceutical company, since February 2025, and as the Founder and Chief Executive Officer of BioConsulting LLC, a consulting firm, since October 2022. Previously, Dr. Tripuraneni held increasing roles of responsibility at Prothena Corporation plc, or Prothena, a publicly-traded biotechnology company, most recently serving as Prothena’s Chief Development Officer from December 2018 until September 2022. Prior to joining Prothena, Dr. Tripuraneni was Vice President, Medical Affairs and Chief of Staff to the Chief Medical Officer of MyoKardia, Inc. She was Vice President, Medical Affairs at Synageva BioPharma Corp., or Synageva, and then Alexion Pharmaceuticals, Inc., which acquired Synageva. Earlier in her career, Dr. Tripuraneni held various medical director and business development positions at Gilead Sciences, Inc. and Genzyme Corporation, and worked at Summer Street Research Partners, a healthcare equity research firm. Dr. Tripuraneni earned her Bachelor’s degrees in business administration and liberal arts and her M.D. from the University of Missouri, and her Master’s in Public Health from Harvard University. She did her clinical training in general surgery at Harvard - Beth Israel Deaconess Medical Center. We believe Dr. Tripuraneni is qualified to serve on our board of directors due to her extensive experience as an executive of companies in the biopharmaceutical industry.\n\n \n\nHeather Turner, J.D. has served as a member of our board of directors since November 2024. Ms. Turner has served as Chief Executive Officer of LB Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company since November 2024. From January 2023 to June 2024, Ms. Turner served as Chief Executive Officer of Carmot Therapeutics Inc., a privately-held biotechnology company, and from September 2022 to January 2023 served as its Chief Operating Officer. From December 2019 to May 2022, she was Chief General Counsel at Lyell Immunopharma, Inc., a publicly-traded biopharmaceutical company, and from April 2019 to December 2019 served as its General Counsel. Prior to that, Ms. Turner held General Counsel and leadership roles at Sangamo Therapeutics, Inc., Atara Biotherapeutics, Inc., Orexigen Therapeutics, Inc. and Conor Medsystems Inc. Ms. Turner began her career as an attorney in the Business Department of Cooley LLP. Ms. Turner serves on the boards of directors of LB Pharmaceuticals, Inc. and Avalyn Pharma, Inc. She earned her J.D. at the University of California, Los Angeles, School of Law and her B.A. in Environmental Studies at the University of California, Santa Barbara. We believe Ms. Turner is qualified to serve on our board of directors due to her extensive experience as an executive and director of companies in the biopharmaceutical industry.\n\n \n\nExecutive Officers\n\n \n\nThe following table sets forth the name, age and position of our executive officers as of April 17, 2026. There are no family relationships among any of our executive officers:\n\n \n\nName\n\n \n\nAge\n\n \n\nPosition(s)\n\nAmy Burroughs, M.B.A.\n\n \n\n56\n\n \n\nChief Executive Officer and Director\n\nAndrew Gengos, M.B.A.\n\n \n\n61\n\n \n\nChief Financial Officer and Treasurer\n\nEmil Kuriakose, M.D.\n\n \n\n46\n\n \n\nChief Medical Officer\n\n \n\nAmy Burroughs, M.B.A. has served as a member of our board of directors and as our Chief Executive Officer since February 2024. Ms. Burroughs’ biographical information is set forth within the Directors section above.\n\n \n\nAndrew Gengos, M.B.A. has served as our Chief Financial Officer since February 2025. Mr. Gengos previously served as the Chief Financial Officer of Athira Pharma, Inc., a publicly-traded biopharmaceutical company, from May 2023 to October 2024. From February 2020 to February 2023, Mr. Gengos served as the Chief Business Officer at Cyteir Therapeutics, Inc., a former publicly-traded biopharmaceutical company, where he led the finance team that took the company public. In addition, Mr. Gengos held Chief Executive Officer roles at ImmunoCellular Therapeutics, Ltd. and Neuraltus Pharmaceuticals, Inc., where he provided strategic and financial leadership across multiple therapeutic areas, including oncology and neurodegenerative disease. Earlier, Mr. Gengos was Vice President of Strategy and Corporate Development at Amgen Inc. for eight years. Mr. Gengos started his career at Morgan Stanley before moving on to McKinsey & Co., where he advanced from associate to senior engagement manager. Mr. Gengos holds an M.B.A. from the UCLA Anderson School of Management and a B.S. in Chemical Engineering from the Massachusetts Institute of Technology.\n\n \n\n5\n\n \n\nEmil Kuriakose, M.D. has served as our Chief Medical Officer, Oncology since May 2023 and our Chief Medical Officer since March 2024. Previously, he served as Chief Medical Officer at Calithera Biosciences, Inc., a publicly-traded oncology biopharmaceutical company, from November 2021 to March 2023. Prior to becoming the Chief Medical Officer, Dr. Kuriakose also served as Vice President and Head of Clinical Development at Calithera Biosciences, Inc. from January 2020 to November 2021, and Sr. Director Clinical Development from January 2019 to January 2020. Previously, Dr. Kuriakose served as Global Clinical Program Lead at Novartis Institutes for BioMedical Research, a global pharmaceutical research organization, and Medical Director at Novartis Oncology. Dr. Kuriakose served as a hematology/oncology Fellow at Weill Cornell Medical College and as a research fellow at Memorial Sloan Kettering Cancer Center. He completed his Residency at UT Southwestern Medical Center, where he also served as an attending physician. Dr. Kuriakose earned an M.D. from SUNY Stony Brook University School of Medicine and a B.S. in Neuroscience from New York University.\n\n \n\nComposition of the Board of Directors\n\n \n\nOur board of directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a staggered, three-year term. Unless the board of directors determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.\n\n \n\nThe board of directors currently consists of seven seated directors, divided into the three following classes:\n\n \n\n•\nClass I directors: Robert Azelby and Heather Turner, whose current terms will expire at the annual meeting of stockholders to be held in 2028;\n\n•\nClass II directors: David Fellows, Jill Quigley and Radhika Tripuraneni, whose current terms will expire at the annual meeting of stockholders to be held in 2026; and\n\n•\nClass III directors: Jeffrey Kindler and Amy Burroughs, whose current terms will expire at the annual meeting of stockholders to be held in 2027.\n\n \n\nAt each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders.\n\n \n\nCommittees of the Board of Directors\n\n \n\nOur board of directors has an established audit committee, compensation committee, nominating and corporate governance committee and research and development committee, each of which operates pursuant to a charter adopted by our board of directors. We have posted a current copy of the charter for each of the audit committee, compensation committee, nominating and corporate governance committee and research and development committee on our website at https://ir.ternspharma.com/corporate-governance.\n\n \n\n6\n\n \n\nAudit Committee\n\n \n\nOur audit committee oversees our corporate accounting and financial reporting process.\n\n \n\nOur audit committee consists of Jill Quigley, Radhika Tripuraneni and Heather Turner. Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The chair of our audit committee is Ms. Quigley. Our board of directors has determined that Ms. Quigley is an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Our board of directors has also determined that each member of our audit committee can read and understand fundamental consolidated financial statements, in accordance with applicable requirements.\n\n \n\nCode of Business Conduct and Ethics\n\n \n\nOur board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The full text of our code of business conduct and ethics is available on our website at http://www.ternspharma.com under “Investors & Media - Corporate Governance.” Any substantive amendment to, or waiver of, a provision of the code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, will be disclosed on our website.\n\n \n\nInsider Trading Policy\n\nWe have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees and other covered persons. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Original Filing. We do not engage in transactions in our securities while in possession of material nonpublic information concerning the Company or our securities."}