NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

You are invited to attend Aprea Therapeutics, Inc.’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders will be asked to vote:

Your vote matters. Whether or not you plan to attend the virtual Annual Meeting, please ensure that your shares are represented by voting promptly. Specific instructions on how to vote via the Internet, telephone or mail or virtually at the Annual Meeting are described in the accompanying Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS. This Notice of the Annual Meeting, the accompanying Proxy Statement and our 2019 Annual Report on Form 10‑K are available to registered holders of our common stock at www.envisionreports.com/APRE and beneficial owners of our common stock at www.edocumentview.com/APRE.

Table of Contents

Aprea Therapeutics, Inc.

535 Boylston Street

Boston, Massachusetts 02116

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Bernd R. Seizinger, M.D., Ph.D. and Jonathan Hepple, Ph.D. as Class I directors, each to serve for a three-year term expiring at our 2023 Annual Meeting of Stockholders. Each director will hold office until his or her successor are elected and qualified or until the director’s earlier death, resignation or removal. The number of members of our Board is currently set at seven members and is divided into three classes, each of which has a three-year term. Classes I and II each consist of two directors and Class III consists of three directors.

Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast in person or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Dr. Seizinger and Dr. Hepple. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

Q:          Who can vote at the Annual Meeting?

A:          All stockholders of record of our common stock at the close of business on April 27, 2020  (the “Record Date”), are entitled to vote their shares at the Annual Meeting. As of that date,  21,054,842 shares of our common stock were outstanding. Each share is entitled to one vote on each matter properly brought to the meeting.

Q:          What am I being asked to vote on?

A:          You are being asked to vote on two proposals:

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

Q:          How do I vote?

A:          Stockholder of Record – Shares Registered in Your Name

If you are a stockholder of record, you may vote in any of the following manners:

Whether or not you plan to attend the Annual Meeting, we urge you to vote promptly by mail, Internet or telephone to ensure your vote is counted.  The Internet and telephone voting facilities for eligible stockholders of record will close at 11:59 p.m. Eastern Time on June 25, 2020. Proxy cards submitted by mail must be received by the close of business on June 25, 2020 to be counted.

Q:          How does the Board recommend I vote on the Proposals?

A:          Our Board recommends that you vote:

Q:          How will my shares be voted? Can I change my vote?

A:          In each case, your shares will be voted as you instruct. If you return a signed card, but do not provide voting instructions, your shares will be voted FOR each of the proposals. You may revoke or change your vote any time before the proxy is exercised. To do so, you must do one of the following:

If your shares are held in Street Name, you should follow the instructions provided by your broker, bank or other holder of record to revoke previously submitted voting instructions.

Q:          What is the deadline for voting?

The deadline for voting by telephone or Internet prior to the Annual Meeting is 11:59 p.m. Eastern Time on June 25, 2020.  You may also vote during the virtual Annual Meeting.

Q:          What are “broker non-votes” and how many votes are needed to approve each proposal?

A:          As the beneficial owner of shares held in Street Name, you may direct your broker, bank or other holder of record on how to vote your shares by using the proxy card included in the materials made available or by following their instructions for voting. A broker non-vote occurs when a broker or other nominee that holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares.

If you are a beneficial owner of shares held in Street Name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters (i.e., Proposal 2 in this Proxy Statement) but cannot vote on “non-routine” matters (i.e., Proposal 1 in this Proxy Statement).

The following table summarizes how broker non-votes and abstentions are treated with respect to our proposals:

Q:          What is the quorum requirement?

A:          We must have a quorum to conduct business at the Annual Meeting. A quorum consists of the presence at the meeting either virtually or represented by proxy of the holders of a majority of the outstanding shares of our common stock entitled to vote. For the purpose of establishing a quorum, abstentions, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, and broker non-votes are considered stockholders who are present and entitled to vote, and count toward the quorum. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy or the chairman of the meeting may adjourn the meeting to another date.

Q:          Why are you holding a virtual Annual Meeting?

A:          Due to the emerging public health impact of the coronavirus pandemic (COVID‑19) and to support the health and well-being of our stockholders and management,  and to provide access to the Annual Meeting for our stockholders regardless of geographic location, the Annual Meeting will be held in a virtual meeting format only.  We have designed our virtual format to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.

Q:          How do I attend and vote shares at the virtual Annual Meeting?

A:          The virtual Annual Meeting will convene at 9:00 a.m. Eastern Time on June 26, 2020. You will be able to attend the meeting, submit questions and vote online by logging on to www.meetingcenter.io/2333593541 using your 15‑digit control number provided with the Notice or on your proxy card. The password for the meeting is APRE2020.

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. Check-in will begin 15 minutes prior to the start of the meeting, and you should allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please follow the instructions that will be posted on the virtual stockholder meeting login page.

If you are a stockholder of record (i.e. you hold your shares registered in your name through Computershare Trust Company, N.A. our transfer agent and registrar), you do not need to register in advance to attend the

Annual Meeting. If you hold your shares beneficially through a bank or broker in Street Name, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register in advance to attend the Annual Meeting, you must submit a legal proxy that reflects proof of your proxy power.  The legal proxy will show your holdings in Aprea common stock with your name. Please forward a copy of the legal proxy along with your email address to Computershare according to the below instructions.

Requests for registration should be directed as follows:

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on June 22, 2020. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Even if you plan to attend the virtual Annual Meeting, we encourage you to vote in advance by mail, Internet or telephone so that your vote will be counted even if you later decide not to attend the Annual Meeting. Please note that there is no physical Annual Meeting for you to attend.

Q:          Who will bear the cost of soliciting votes for the Annual Meeting?

A:          The Company will bear all expenses of this solicitation, including the cost of preparing and providing these proxy materials. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Aprea may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

Our Board is soliciting your vote on matters that will be presented at the Annual Meeting and at any adjournment or postponement thereof. This Proxy Statement contains information on these matters to assist you in voting your shares.

Our Board has nominated Bernd R. Seizinger, M.D., Ph.D. and Jonathan Hepple, Ph.D. for election as Class I directors at our Annual Meeting to hold office until our 2023 Annual Meeting of Stockholders.

Our Board is the Company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our board selects the members of our senior management team, who in turn are responsible for the day-to-day operations of the Company. Our Board acts as an advisor and counselor to senior management and oversees its performance.

Our Board consists of directors divided into three classes, with each class holding office for a three-year term. Bernd R. Seizinger, M.D., Ph.D. and Jonathan Hepple, Ph.D., current Class I directors, have been nominated by our Board for election at the Annual Meeting for three-year terms that will expire at the 2023 Annual Meeting of Stockholders and until their successors, if any, are elected or qualified, or until their earlier death, resignation, retirement, disqualification or removal.

BOARD STRUCTURE AND COMPOSITION

The Nominating and Corporate Governance Committee of our Board is responsible for recommending the composition and structure of our Board and for developing criteria for Board membership. This Committee regularly reviews director competencies, qualities and experiences, with the goal of ensuring that our Board is comprised of an effective team of directors who function collegially and who are able to apply their experience toward meaningful contributions to our business strategy and oversight of our performance, risk management, organizational development and succession planning.

Our Amended and Restated Bylaws (the “Bylaws”), provide that the number of members of our Board shall be fixed by the Board from time to time. Our Board is currently fixed at seven members. Our Board is divided into three classes with staggered three-year terms. The Nominating and Corporate Governance Committee is responsible for identifying individuals that the committee believes are qualified to become Board members.

CRITERIA FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

The Nominating and Corporate Governance Committee also considers, on an ongoing basis, the background, experience and skills of the incumbent directors that are important to our current and future business needs, including, among others, the combined mix of experience in the following areas:

SELECTION OF CANDIDATES

Director Skill Set Considerations

In recruiting and selecting Board candidates, the Nominating and Corporate Governance Committee considers the size of the Board and the criteria listed under the “Director Skills Criteria” table above.  These skills criteria help the committee determine whether a particular Board member or candidate possesses one or more of the skill sets, as well as whether those skills and/or other attributes qualify him or her for service on a particular committee. The Nominating and Corporate Governance Committee also considers a wide range of additional factors, including each director’s and candidate’s projected retirement date, to assist in Board succession planning; other positions the director or candidate

holds, including other boards of directors on which he or she serves; and the independence of each director and candidate, to ensure that a substantial majority of the Board is independent. While the company does not have a formal policy on Board diversity, the Nominating and Corporate Governance Committee considers the value of diversity on the Board in evaluating director nominees. Accordingly, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board.

BOARD REFRESHMENT

On an ongoing basis, the Nominating and Corporate Governance Committee considers potential director candidates identified on its own initiative as well as candidates referred or recommended to it by other directors, members of management, search firms, stockholders and others (including individuals seeking to join the Board). Stockholders who wish to recommend candidates may contact the Governance Committee in the manner described under the section titled “Stockholder Communications to the Board.” Stockholder nominations must be made according to the procedures required under our Bylaws and described in this Proxy Statement under the heading “Requirements for Submission of Stockholder Proposals and Nominations for Next Year’s Annual Meeting.”  Stockholder-recommended candidates and stockholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Corporate Governance Committee in the same manner as the Nominating and Corporate Governance Committee’s nominees.

Bernd R. Seizinger, M.D., Ph.D. has served as a member of our board of directors since 2015. Dr. Seizinger is a board member in a number of public and private biotech companies in the United States, Europe and Canada, including Oxford BioTherapeutics Ltd., Vaccibody AS, BioInvent International AB, Oncolytics Biotech, Inc. and CryptoMedix LLC. Previously,  Dr. Seizinger was President and Chief Executive Officer of GPC Biotech,  VP Oncology Drug Discovery at Bristol-Myers Squibb Company, and Executive VP and Chief Scientific Officer at Genome Therapeutics. Prior to his corporate appointments, he held senior faculty positions at Massachusetts Harvard Medical School, Massachusetts General Hospital and Princeton University.

We believe Dr. Seizinger is qualified to serve on our Board because of his perspective and experience as a leader and board member in the life sciences industry, as well as his strong medical and scientific background.

Jonathan Hepple, Ph.D. has served as a member of our Board since 2015. Dr. Hepple is a co‑founder of Rosetta Capital Limited, a venture capital firm focused on life science and medical technology sectors, where he has served as a Partner since January 2009. Rosetta Capital Limited invests in young companies that are able to deliver breakthrough medical advances. He has more than twenty years of investment experience in the life sciences industry. He started his investment career at Rothschild Asset Management, and he was also a partner at Seroba Life Sciences Limited.  Dr. Hepple has held board director and observer roles in portfolio companies such as Covagen AG, Opsona Therapeutics Ltd.,  Catalyst Biosciences, GlycoMimetics, Inc., NovImmune SA, Procertus BioPharm, Inc. and Tranzyme Pharma, Inc..  Since June 2013, Dr. Hepple has served on the board of directors of Clanotech AB. He received his Ph.D. from Cambridge University for cancer research.

We believe Dr. Hepple is qualified to serve on our Board because of his experience as an investor and board member in the life sciences industry, as well as his scientific background.

CONTINUING DIRECTORS

CLASS II DIRECTORS —TERMS EXPIRING AT THE 2021 ANNUAL MEETING OF STOCKHOLDERS

Johan Christenson, M.D., Ph.D. has served as a member of our Board since 2016. Since 2001, Dr. Christenson has been a Partner of HealthCap, a family of venture capital funds investing globally in life sciences.  Previously, Dr. Christenson was with SEB Företagsinvest, another venture capital firm, to supervise its health care portfolio. He has senior management experience from Astra Pain Control as Project Director and AstraZeneca plc as Global Product Director and member of the global therapy area management team of pain and inflammation. Dr. Christenson received his medical training at the Karolinska Institute and received his Ph.D. in basic neuroscience in 1991. He served as a lecturer in neuroscience and also held a position as Assistant Dean at the Karolinska Institute Graduate School for two years.  Dr. Christenson has four years of clinical specialist training in pediatrics and pediatric neurology. Dr. Christenson serves on the board of directors of Targovax AS (OSE: TRVX), InCarda Therapeutics, Inc. and Fusion Pharmaceuticals, Inc. He previously served on the boards of Algeta ASA (acquired by the Bayer Group), Oncopeptides AB and CoreValve, Inc. (acquired by Medronic, Inc.).

We believe Dr. Christenson is qualified to serve on our Board because of his management and investment experience in the life sciences sector and medical and scientific background.

Guido Magni, M.D., Ph.D. has served as a member of our Board since 2016. Dr. Magni has been a Partner of Versant Ventures, a healthcare investment firm, since February 2012. Dr. Magni previously served as a Managing Director of EuroVentures Inc., a Versant Ventures biotechnology incubator, where he was intimately involved in several biotech investments, including Synosia Therapeutics Holding AG (sold to Biotie Therapies AG), Flexion Therapeutics, Inc. and Okairos AG.  Dr. Magni was previously the Global Head of the Medical Science Department of Roche Pharmaceuticals  (“Roche”) in Basel, Switzerland. During his twelve‑year term at Roche, Dr. Magni oversaw the development and the registration of a large number of new chemical and biological entities including Cellcept, Pegasys, Mabthera, Xeloda, Herceptin, Tamiflu and Tarceva. Currently, Dr. Magni currently serves on the boards of Biotie Therapies AG and AM Pharma, with previous board positions at Adolor Corporation and Anabasis Pharma before their recent acquisitions. Dr. Magni was trained at the University of Padua with a specialization in neuro‑psychiatry. He is the co‑author of over 100 peer‑reviewed papers.

We believe Dr. Magni is qualified to serve on our Board because of his management and investment experience in the life sciences sector and medical and scientific background.

John B. Henneman III has been a member of our Board since August 2019. Mr. Henneman has more than 25 years of combined financial and operational management experience in the life sciences industry. From July 2018 until November 2018, Mr. Henneman served as the Chief Administrative Officer of NewLink Genetics Corporation, a biotechnology company. From October 2014 to July 2018,  Mr. Henneman served as Executive Vice President and Chief Financial Officer at NewLink Genetics Corporation, a biopharmaceutical company. From 1998 to 2014, Mr. Henneman served at Integra LifeSciences Holdings Corp (“Integra”)., a publicly‑held medical device company, in various capacities. Before becoming Integra’s Chief Financial Officer in 2007, Mr. Henneman was Chief Administrative Officer, responsible for Integra’s regulatory affairs, quality systems, clinical affairs, human resources, information systems and legal affairs functions, the management of Integra’s surgical instruments business, and Integra’s business development function. Mr. Henneman currently serves on the boards of directors of R1 RCM, Inc., a publicly‑held revenue cycle technology and management services company, SeaSpine Holdings Corporation, a publicly‑held medical technology company, and Alafair Biosciences, Inc., a privately‑held medical device company. Mr. Henneman is also senior advisor to Prettybrook Partners, a private equity firm, and a consultant to SparkMed Advisors LLC, which provides consulting and other services to start‑up medical device and biotechnology companies.

We believe Mr. Henneman is qualified to serve on our board of directors because of his senior management experience at NewLink and Integra, his service on the boards of R1 RCM, Inc. (Nasdaq: RCM) and SeaSpine Holdings Corp. (Nasdaq: SPNE),  and his extensive experience in the areas of finance, financial accounting, business transactions, and mergers and acquisitions.

Scott M. Rocklage, Ph.D. has served as a member of our Board since 2016 and as Chairman of our Board since June 2017. Dr. Rocklage joined 5AM Ventures, a venture capital firm focused on life science companies, in 2003 as a Venture Partner, became a Managing Partner in 2004 and transitioned to Founding Partner in 2017. Dr. Rocklage has over three decades of healthcare management experience with strategic leadership responsibilities that led to FDA approval of three U.S. New Drug Applications (Omniscan™, Teslascan® and Cubicin®). He has served as Chairman and Chief Executive Officer of Cubist Pharmaceuticals, President and Chief Executive Officer of Nycomed Salutar and has also held R&D positions at Nycomed Salutar, Inc. and Catalytica, Inc.  Dr. Rocklage formerly served as Board Chairman of Relypsa, Inc. (acquired by Vifor Pharma Group) and Novira Therapeutics, Inc. (“Novira”) which was acquired in December 2015 by Johnson & Johnson. He currently serves as Board Chairman of Expansion Therapeutics, Inc. and Kinestral Technologies, Inc. and is a board member at NodThera Limited and Nouscom AG. He was formerly Executive Chairman of Ilypsa, Inc. (acquired by Amgen, Inc.), Miikana Therapeutics, Inc. (acquired by EntreMed, Inc.) and Semprus Biosciences Corp. (acquired by Teleflex Incorporated). Dr. Rocklage also previously served on the board of directors of Cidara Therapeutics, Inc. Dr. Rocklage received his B.S. in Chemistry from the University of California, Berkeley and his Ph.D. in Chemistry from MIT where he conducted research in the laboratory of Richard R. Schrock (Nobel Prize in Chemistry in 2005). He is an inventor or co‑inventor of over 30 U.S. patents and has produced more than 100 peer‑reviewed publications.

We believe Dr. Rocklage is qualified to serve on our board of directors because of his extensive leadership and investment experience in the life sciences sector and strong scientific background.

Christian S. Schade has served as our President and Chief Executive Officer and as a member of our board of directors since June 2016. Mr. Schade has more than 30 years of private and public pharmaceutical and biotechnology industry experience, as well as broad corporate finance expertise from his tenure in investment banking. Prior to joining Aprea, from 2014 to 2015, he was Chief Executive Officer of Novira, a privately held antiviral drug discovery company until it was acquired by Johnson & Johnson. Prior to joining Novira, Mr. Schade was Executive Vice President and Chief Financial Officer of Omthera Pharmaceuticals, Inc. (“Omthera”), a NASDAQ‑listed specialty pharmaceuticals company focused on the development and commercialization of new therapies for dyslipidemia. At Omthera, Mr. Schade was responsible for all corporate finance, accounting and business development activities, and led the sale of Omthera in July 2013 to AstraZeneca Plc. He also was Executive Vice President and Chief Financial Officer at NYSE‑listed NRG Energy Inc., and from 2000 to 2009, he was Senior Vice President of Administration and Chief Financial Officer at Medarex, Inc. (“Medarex”), a biopharmaceutical company focused on antibody‑based therapeutic products for oncology, inflammation, autoimmune disorders and infectious diseases. Mr. Schade played a pivotal role in the acquisition of Medarex by Bristol‑Myers Squibb Company, leading the negotiations for the sale and the eventual merger‑integration process of the research, development and administrative functions. Before joining Medarex, Mr. Schade served as Managing Director at Merrill Lynch in London and held various corporate finance and capital markets positions in New York and London for both Merrill Lynch and JP Morgan Chase & Co. Mr. Schade currently serves on the board of directors of Sapience Therapeutics, Inc. and Integra LifeSciences Inc. (Nasdaq: IART) where he chairs the Finance Committee. Mr. Schade received an M.B.A. from the Wharton School at the University of Pennsylvania and an A.B. from Princeton University.

We believe Mr. Schade is qualified to serve as our President and Chief Executive Officer and on our board of directors because of his extensive experience in leadership and management roles at various life sciences companies.

We are committed to good corporate governance and integrity in our business dealings. Our governance practices are documented in our Amended and Restated Articles of Incorporation (the “Articles”), our Bylaws, our Code of Business Conduct and Ethics (“Code of Conduct”), our Corporate Governance Guidelines and the charters of the committees of the Board (“the Committees”). Aspects of our governance documents are summarized below. You can find our charters for each Committee of the board, our Code of Conduct and our Governance Guidelines on our website www.aprea.com under “Investors—Corporate Governance— Documents and Charters.”

BOARD INDEPENDENCE

Our Board has determined Drs. Christenson, Hepple, Magni, Rocklage, Seizinger and Mr. Henneman are “independent” directors, as defined under the rules of the NASDAQ Global Select Market, or NASDAQ. Mr. Schade is not independent due to his role as our President and Chief Executive Officer. In making such determination, the Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director. Our independent directors generally meet in executive session at each regularly scheduled Board meeting.

BOARD LEADERSHIP STRUCTURE

The Board does not have a formal policy with respect to the separation of the offices of Chief Executive Officer (the “CEO”) and Chairman of the Board. It is the Board’s view that rather than having a rigid policy, the Board, with the advice and assistance of the Nominating and Corporate Governance Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be combined or separate. Currently, our leadership structure separates the offices of CEO and Chairman of the Board with Mr. Schade serving as our CEO and Mr. Rocklage serving as Chairman of the Board. Our Board believes that the separation of the positions of CEO and Chairman of the Board reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole.

RISK MANAGEMENT

The Board’s role in risk oversight is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board actively overseeing management of our risks—both at the Board and Committee level. The risk oversight process includes receiving regular reports from Committees and our executive officers to enable our Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, information technology (including cyber-security), finance, legal, regulatory, strategic and reputational risk. In connection with the onset of the COVID‑19 pandemic, the Board has been receiving updates on the Company’s management of the COVID‑19 crisis and discussing such updates, including with regard to the Company’s operations, including clinical trial enrollment, financial position and liquidity, communications strategy and employee matters, among other items.

The Board focuses on the overall risks affecting us. Each Committee has been delegated the responsibility for the oversight of specific risks that fall within its areas of responsibility. For example:

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

EVALUATING BOARD EFFECTIVENESS

The Board is committed to continuous improvement and annual self-evaluations are an important tool for evaluating effectiveness. The Board and each committee conduct a rigorous annual self-evaluation of their performance and effectiveness.

CODE OF CONDUCT

We have a written Code of Conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of our property and information and compliance with legal and regulatory requirements. Any amendments to the Code of Conduct, or any waivers of its requirements as they apply to directors and executive officers, will be disclosed on our website.

CORPORATE GOVERNANCE GUIDELINES

We have a written set of Governance Guidelines that are designed to help ensure effective corporate governance of our Company. Our corporate governance guidelines cover topics including, but not limited to, director qualification criteria, director responsibilities, director compensation, director orientation and continuing education, the annual evaluations of our Board and its Committees and succession planning. Succession planning for the Board is critical to our success. Our goal is to achieve a Board that provides effective oversight of the Company through the appropriate balance of diversity of perspectives, experience, expertise and skills. Our corporate governance guidelines are reviewed at least annually by the Nominating and Corporate Governance Committee and amended by our Board when appropriate.

BOARD COMMITTEES

Our Board has established various Committees to assist in discharging its duties: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of our Committees is an independent director as defined by the applicable requirements of the SEC and NASDAQ. The primary responsibilities of each of the Committees and the Committee memberships are provided below under the section entitled “Board Attendance, Committee Meetings and Committee Membership.”

Each of the Committees has the authority, as its members deem appropriate, to engage legal counsel or other experts or consultants in order to assist the Committee in carrying out its responsibilities.

During 2019,  the Board held five (5) meetings. Each director attended at least 75% of the meetings of the Board and meetings of each Committee of the Board on which he or she served. Each director is also encouraged and expected to attend the Company’s annual meeting of stockholders.

Audit Committee

The Audit Committee assists the Board by providing oversight of our financial management, independent auditor and financial reporting procedures, as well as such other matters as directed by the Board or the Audit Committee Charter.

Among other things, the Audit Committee’s responsibilities include, among others:

The members of our Audit Committee are Mr. Henneman (Chair),  Dr. Hepple and Dr. Seizinger. All members of our Audit Committee are independent under the Nasdaq listing rules and Rule 10A‑3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and are financially literate. Mr. Henneman also qualifies as an “audit committee financial expert” within the meaning of SEC regulations.

Compensation Committee

The Compensation Committee reviews the performance and development of our management in achieving corporate goals and objectives that align with the long-term interests of the Company’s stockholders and assures that our executive officers (including our CEO) are compensated effectively in a manner consistent with our strategy, competitive practice and stockholder interests, as well as such other matters as directed by the Board or the Compensation Committee Charter. Among other things, the Compensation Committee’s responsibilities include:

The members of our Compensation Committee are Dr. Rocklage (chair), Dr. Christenson and Mr. Henneman. The Board has determined that all Compensation Committee members are independent under Nasdaq listing rules and Rule 10C‑1 under the Exchange Act.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies qualified individuals for membership on the Board, recommends to the Board the director nominees to fill vacancies on the Board, develops and recommends to the Board a set of corporate governance guidelines and provides oversight of the corporate governance affairs of the Board, as well as such other matters as directed by the Board or the Nominating and Corporate Governance Charter. Among other things, our Nominating and Corporate Governance Committee’s responsibilities include, among others:

The Nominating and Corporate Governance Committee is responsible for identifying individuals that the Committee believes are qualified to become Board members, as described above in the section entitled “Board Structure and Composition.”

The members of our Governance Committee are Dr. Magni (chair),  Dr. Hepple and Dr. Seizinger. The Board has determined that all Governance Committee members are independent under the listing standards of NASDAQ.

FAMILY RELATIONSHIPS

There are no family relationships among any of our directors or executive officers.

Connect

Engaging with investors is fundamental to our commitment to good governance and essential to maintaining strong corporate governance practices. Throughout the year, we seek opportunities to connect with our investors to gain and share valuable insights into current and emerging global governance trends.

Collaborate

We strive for a collaborative approach to stockholder engagement and value the variety of investors’ perspectives received, which helps deepen our understanding of their interests and motivations.

Communicate

Our goal is to communicate with our stockholders through various platforms, including via our website, in print and in person at investor presentations or stockholder meetings. We view communication between our stockholders and the Board as a dialogue.

Stockholders and other interested parties may communicate with the Board by writing to the Corporate Secretary at the address below. Communications intended for a specific director or directors should be addressed to their attention to the Corporate Secretary at the address provided above. Communications received from stockholders are forwarded directly to Board members as part of the materials mailed in advance of the next scheduled Board meeting following receipt of the communications. The Board has authorized the Corporate Secretary, in his discretion, to forward communications on a more expedited basis if circumstances warrant or to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the directors.