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•	To elect the two nominees for Class I director named herein to the Board of Directors to serve for a term of three years;

•	To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020;

•	To hold a non-binding advisory vote on the compensation of the Company’s named executive officers; and

•	To conduct any other business properly brought before the Annual Meeting.

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•	Proposal 1: Election of the two Class I directors named herein to the Board of Directors to serve for a term of three years;

•	Proposal 2: Ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020; and

•	Proposal 3: Approval, by non-binding vote, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.

•	To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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•	Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on June 11, 2020.

•	To vote over the Internet, please follow the below steps:

•	To vote by telephone, call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone. Follow the instructions provided by the recorded message.

•	To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

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•	You may submit another properly completed proxy card with a later date.

•	You may send a timely written notice that you are revoking your proxy to Chimerix, Inc.’s Secretary at 2505 Meridian Parkway, Suite 100, Durham, North Carolina 27713.

•	You may attend the Annual Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.

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•	For Proposal 1, the election of directors, the two nominees receiving the most “For” votes from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” or “Withhold” will affect the outcome.

•

To be approved, Proposal 2 ratifying the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020, we must receive “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote.

•	To be approved, Proposal 3 approving, by non-binding, advisory vote, the compensation of the Company’s named executive officers as disclosed herein, we must receive “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote.

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(1)	Prior to February 5, 2019, Patrick Machado served as chair of our Compensation Committee of the Board of Directors.

•	evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

•	reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

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•	monitoring the rotation of partners of our independent auditors on our engagement team as required by law;

•	prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;

•	reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

•	reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

•	reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments;

•	establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters;

•	preparing the report that the SEC requires in our annual proxy statement;

•	reviewing and providing oversight of any related-person transactions in accordance with our related person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of business conduct and ethics;

•	reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented;

•	reviewing on a periodic basis our investment policy; and

•	reviewing and evaluating on an annual basis the performance of the Audit Committee, including compliance of the Audit Committee with its charter.

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•	reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full Board of Directors regarding) our overall compensation strategy and policies;

•	reviewing and approving (or, if it deems appropriate, making recommendations to the full Board of Directors regarding) the compensation and other terms of employment of our executive officers;

•	reviewing and approving (or, if it deems appropriate, making recommendations to the full Board of Directors regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;

•	reviewing and approving (or if it deems it appropriate, making recommendations to the full Board of Directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;

•	evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us;

•	reviewing and approving (or, if it deems appropriate, making recommendations to the full Board of Directors regarding) the type and amount of compensation to be paid or awarded to our non-employee Board members;

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•	establishing policies with respect to votes by our stockholders to approve executive compensation to the extent required by Section 14A of the Exchange Act, and to the extent applicable, determining our recommendations regarding the frequency of advisory votes on executive compensation;

•	reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act, as well as applicable Nasdaq rules and regulations;

•	reviewing any conflicts of interest raised by the work of any compensation consultant that had any role in determining or recommending the amount or form of executive or director compensation and how such conflict is being addressed for disclosure in our proxy statements to be filed with the SEC;

•	administering our equity incentive plans;

•	establishing policies with respect to equity compensation arrangements;

•	reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us;

•	reviewing and approving (or, if it deems appropriate, making recommendations to the full Board of Directors regarding) the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

•	reviewing the adequacy of its charter on a periodic basis;

•	to the extent applicable, reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC;

•	preparing the report that the SEC requires in our annual proxy statement; and

•	reviewing and assessing on an annual basis the performance of the Compensation Committee.

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•	identifying, reviewing and evaluating candidates to serve on our Board of Directors consistent with criteria approved by our Board of Directors;

•	determining the minimum qualifications for service on our Board of Directors;

•	evaluating director performance on the Board and applicable committees of the Board and determining whether continued service on our Board is appropriate;

•	evaluating, nominating and recommending individuals for membership on our Board of Directors;

•	evaluating nominations by stockholders of candidates for election to our Board of Directors;

•	considering and assessing the independence of members of our Board of Directors;

•	developing a set of corporate governance policies and principles, including a code of business conduct and ethics, periodically reviewing and assessing these policies and principles and their application and recommending to our Board of Directors any changes to such policies and principles;

•	considering questions of possible conflicts of interest of directors as such questions arise;

•	reviewing the adequacy of its charter on an annual basis; and

•	annually evaluating the performance of the Nominating and Governance Committee.

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(1)	Audit fees consist of fees billed for professional services by Ernst & Young LLP for audit and quarterly review of our financial statements, review of our registration statements on Form S-3, and related services.

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(1)	Includes 10,000,000 shares of common stock held by Cantex Pharmaceuticals, Inc. pursuant to an exclusive worldwide license agreement between Cantex Pharmaceuticals, Inc. and the Company.

(2)	Based on information set forth in a Schedule 13 G/A filed with the SEC on February 4, 2020 by BlackRock, Inc. reporting sole power to vote or direct the vote over 3,805,174 shares of common stock and the sole power to dispose or to direct the disposition of 3,922,938 shares of common stock.

(3)

Includes 829,046 shares of common stock held by Sanderling Venture Partners V, L.P., 233,134 shares of common stock held by Sanderling V Biomedical, L.P., 155,143 shares of common stock held by Sanderling V Limited Partnership, 138,046 shares of common stock held by Sanderling V Beteiligungs GmbH & Co. KG, 199,853 shares of common stock held by Sanderling V Biomedical Co-Investment Fund, L.P., 329,682 shares of common stock held by Sanderling Venture Partners V Co-

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(4)

Includes 829,046 shares of common stock held by Sanderling Venture Partners V, L.P., 233,134 shares of common stock held by Sanderling V Biomedical, L.P., 155,143 shares of common stock held by Sanderling V Limited Partnership, 138,046 shares of common stock held by Sanderling V Beteiligungs GmbH & Co. KG, 199,853 shares of common stock held by Sanderling V Biomedical Co-Investment Fund, L.P., 329,682 shares of common stock held by Sanderling Venture Partners V Co-Investment Fund, L.P., 891,189 shares of common stock held by Sanderling V Strategic Exit Fund, L.P. (collectively, the Sanderling V Shares), 498,046 shares of common stock held by Sanderling Venture Partners VI Co-Investment Fund, L.P., 15,431 shares of common stock held by Sanderling VI Beteiligungs GmbH & Co. KG, 18,384 shares of common stock held by Sanderling VI Limited Partnership (collectively, the Sanderling VI Shares), 3,446 shares of common stock held by Middleton-McNeil Retirement Trust, 197,523 shares of common stock held by Mr. Middleton and 63,000 shares which Mr. Middleton has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options. Mr. Middleton, one of our directors, Timothy J. Wollaeger, Robert G. McNeil and Timothy C. Mills share voting and investment power with respect to the Sanderling V Shares. Robert G. McNeil, Timothy C. Mills, Timothy J. Wollaeger and Mr. Middleton share voting and investment power with respect to the Sanderling VI Shares. Robert G. McNeil and Mr. Middleton share voting and investment power with respect to the shares held by the Middleton-McNeil Retirement Trust. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. The address for this stockholder is 400 S. El Camino Real, Suite 1200, San Mateo, CA 94402.

(5)	Includes 413,583 shares held by Dr. Berrey of which 99,685 shares are held by the M. Michelle Berrey Revocable Trust u/a 12/30/08, and 1,351,924 shares which Dr. Berrey has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(6)	Includes 177,679 shares held by Mr. Trost, and 549,841 shares which Mr. Trost has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(7)	Includes 177,907 shares held by Dr. Nichols and 509,959 shares which Dr. Nichols has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(8)	Includes 115,807 shares held by Dr. Alrutz and 440,777 shares which Dr. Alrutz has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(9)	Includes 107,685 shares held by Mr. Sherman of which 102,995 shares are held by Sherman Investors, LLC, and 417,291 shares which Mr. Sherman has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(10)	Includes 149,729 shares held by Mr. Andriole and 161,875 shares which Mr. Andriole has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

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(11)	Includes 37,013 shares held by the Martha J. Demski Trust u/d/t 10/01/94, and 109,376 shares which Ms. Demski has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(12)	Includes 10,000 shares held by Mr. Machado and 106,250 shares which Mr. Machado has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(13)	Includes 106,250 shares which Mr. Daly has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(14)	Includes 106,250 shares which Dr. Gilliss has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(15)	Includes 97,250 shares which Mr. Renaud has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(16)	Includes 10,000 shares held by Dr. Meyer and 63,000 shares which Dr. Meyer has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(17)	Includes 63,000 shares which Mr. Greissing has the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

(18)	Includes 4,001,257 shares held by all current executive officers and directors as a group, and 1,697,251 shares that all current executive officers and directors as a group have the right to acquire from us within 60 days of April 10, 2020 pursuant to the exercise of stock options.

•	Michael Sherman, M.B.A., our President and Chief Executive Officer;

•	Michael Andriole, M.B.A., our Chief Business Officer and Chief Financial Officer;

•	W. Garrett Nichols, M.D., M.S., our former Chief Medical Officer;

•	Michael A. Alrutz, J.D., Ph. D., our Senior Vice President, General Counsel and Corporate Secretary;

•	M. Michelle Berrey, M.D., M.P.H., our former President and Chief Executive Officer; and

•	Timothy W. Trost, C.P.A., our former Senior Vice President, Chief Financial Officer and Corporate Secretary.

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•	Discontinued the development of brincidofovir (BCV) in commercial indications, including the termination of clinical programs related to the use of BCV for the treatment of adenovirus (AdV);

•	Undertook a reduction to our workforce as a consequence of discontinuing development programs for BCV in AdV;

•	Focused resource and effort on development of BCV for the treatment of smallpox;

•	Conducted a comprehensive review of external assets for acquisition or licensing that culminated with the in-licensing of DSTAT (CX-01) from Cantex Pharmaceuticals; and

•	Initiated the development of DSTAT for the treatment of acute myeloid leukemia (AML).

•	We achieved 108% of our corporate goals for 2019 and paid performance-based bonuses at 108% of target to our named executive officers who continued with us through the end of 2019, which amounts were pro-rated for our named executive officers who joined our Company during 2019. We did not pay any bonuses to our named executive officers who departed during 2019.

•	We granted equity awards in the form of stock options to our named executive officers to incentivize and reward for stockholder value creation. We also granted restricted stock unit awards to retain certain of our named executive officers during our leadership transition and shift in business strategy.

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We structured 80% of our CEO, Mr. Sherman’s target compensation and 69% of the average of the other continuing named executive officers’ (Mr. Andriole, Dr. Alrutz and Dr. Nichols) target compensation as variable or at-risk pay, consisting of annual performance bonus and equity awards. “Target compensation” consists of base salary, target performance bonus opportunity and equity awards granted in 2019.

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(1)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards and RSUs granted during the respective year, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions used in the calculation of these amounts are included in Note 5 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. These amounts do not reflect the actual economic value that will be realized by the named executive officer on the vesting of the stock options or RSUs, the exercise of the stock options, or the sale of the common stock underlying such stock options and RSUs.

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(2)	Amounts in this column represent annual performance-based bonuses earned for the respective fiscal year. Each of the 2019 and 2018 performance-based bonuses shown above was paid in cash to each executive in early 2020 and 2019, respectively.

(3)

Amounts in this column represent term life insurance, long-term disability insurance, short-term disability insurance and accidental death and dismemberment insurance premiums, and matching 401(k) contributions of the first 3% (to a maximum of $8,400) of the named executive officer’s salary are paid by us on behalf of the named executive officers. All of these benefits are provided to the named executive officers on the same terms as provided to all of our regular full-time employees. For more information regarding these benefits, see below under “Narrative Disclosure to Summary Compensation Table- Other Compensation.” Amounts in this column for Dr. Berrey and Mr. Trost also include severance compensation.

(4)

Mr. Sherman commenced employment with us as our President and CEO on April 8, 2019 with an annual base salary of $600,000. The base salary amounts for Mr. Sherman above reflects the salary earned during 2019 from Mr. Sherman’s hire date through December 31, 2019. Mr. Sherman's non-equity incentive plan compensation for 2019 was similarly pro-rated relative to his partial year of service to the Company in 2019. Compensation for fiscal year 2018 is not reported because he was not a named executive officer during that year.

(5)

Mr. Andriole commenced employment with us as our Chief Business Officer on April 8, 2019 with an annual salary of $400,000. The base salary amounts for Mr. Andriole above reflects the salary earned during 2019 from Mr. Andriole’s hire date through December 31, 2019. Mr. Andriole's non-equity incentive plan compensation for 2019 was similarly pro-rated relative to his partial year of service to the Company in 2019. In June 2019, Mr. Andriole was appointed by the board as Chief Financial Officer. Compensation for fiscal year 2018 is not reported because he was not a named executive officer during that year.

(6)	Dr. Alrutz served as a member of the Office of the CEO and as the Company’s principal executive officer upon Dr. Berrey’s resignation in February 2019 thru April 2019. Compensation for fiscal year 2018 is not reported because he was not a named executive officer during that year.

(7)

In addition to annual base salary, each member of the Office of the CEO received a cash stipend of $50,000 per quarter of such service, as compensation to serve in this capacity, in total receiving $100,000, which is included in the “Salary” column for each member of the Office of the CEO during 2019. In addition, each member of the Office of the CEO received 100,000 RSU’s in 2019 to serve in this capacity which are reflected in the “Stock Awards” column above for 2019.

(8)	Dr. Berrey resigned as our President and CEO effective February 5, 2019.

(9)

Includes the incremental fair value, calculated in accordance with ASC 718, incurred of certain outstanding option awards that were modified in connection with the severance arrangements for both Dr. Berrey and Mr. Trost. The incremental fair value resulting from the modification of Dr. Berrey’s options totaled $51,357. The incremental fair value resulting from the modification of Mr. Trost’s options totaled $81,223.

(10)

Amounts shown include Dr. Berrey’s full severance payment ($862,065) which will be paid over 18 months following her separation date. Dr. Berrey received an aggregate of $502,871 of such severance in 2019 and she will receive the remaining $359,194 in 2020, subject to her continued compliance with certain post-termination covenants. Amounts shown also includes a lump sum payment to Dr. Berrey for her vacation pay-out ($34,676) and 18 months of the 2019 and 2020 COBRA payments ($52,032).

(11)	Mr. Trost resigned as our Chief Financial Officer effective May 31, 2019.

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(12)

Amounts shown include Mr. Trost’s full severance payment ($394,304) which will be paid over 12 months following his separation date. Mr. Trost received an aggregate of $230,011 of such severance in 2019 and he will receive the remaining $164,293 in 2020, subject to his continued compliance with certain post-termination covenants. Amounts shown also include a lump sum payment to Mr. Trost for his vacation pay-out ($21,475) and 12 months of the 2019 and 2020 COBRA payments ($28,145).

(13)

In January 2019, Dr. Nichols received a retention award of 125,000 RSU’s. These RSUs vest in installments with 25,000 shares vesting every six months from the date of grant with a final tranche of 50,000 RSUs that are scheduled to vest in January 2021. On March 18, 2020, Dr. Nichols notified the Company of his intention to resign as Chief Medical Officer, effective as of April 7, 2020. Dr. Nichols will continue to vest in his previously granted equity awards until the expiration of his consulting agreement with the Company on July 7, 2020, unless terminated earlier.

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(1)

All of the option awards granted since 2013 were granted under the 2013 plan except for those noted at footnote 2, all of the option awards granted in 2012 were granted under the 2012 plan, and all of the options granted prior to 2012 were granted under the 2002 plan. The terms of the 2013, 2012, and 2002 plans are described above under “Equity Compensation Arrangements.” Except as otherwise indicated, each option award becomes exercisable as it becomes vested, and all vesting is subject to the executive’s continuous service with the Company through the vesting date. All share numbers above that relate to awards granted prior to March 25, 2013 reflect our 3.55-for-1 reverse stock split effected on March 25, 2013.

(2)	The option awards granted in 2019 to Mr. Sherman and Mr. Andriole are subject to the terms of the 2013 plan, but were granted outside of the 2013 plan, as they constituted inducement grants in accordance with Nasdaq Stock Market rules.

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(3)	All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant.

(4)	25% of the shares subject to the option vest on April 18, 2020, and 1/36th of the shares vest monthly thereafter.

(5)	25% of the shares subject to the option vest on November 12, 2013, and 1/36th of the shares vest monthly thereafter.

(6)	1/48th of the shares subject to the option vest monthly after the grant date.

(7)	25% of the shares subject to the option vest on September 2, 2015, and 1/36th of the shares vest monthly thereafter.

(8)	25% of the shares subject to the option vest on July 26, 2011, and 1/36th of the shares vest monthly thereafter.

(9)	25% of the shares subject to the option vest on June 1, 2013, and 1/36th of the shares vest monthly thereafter.

(10)	This stock award consists of time-based RSUs that vest in equal annual installments over four years beginning on January 24, 2017.

(11)	This stock award consists of time-based RSUs that vest every six months over a two-year period (20% after each of six, twelve and eighteen months and 40% after twenty-four months beginning on January 23, 2019).

(12)	Pursuant to her severance agreement, Dr. Berrey’s vested stock options reflected in the table above will expire on May 5, 2020.

(13)	Pursuant to his severance agreement, Mr. Trost’s vested stock options reflected in the table above will expire on May 31, 2020.

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•	arrange for the assumption, continuation or substitution of a stock award by a surviving or acquiring entity or parent company;

•	arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring entity or parent company;

•	accelerate the vesting of the stock award and provide for its termination prior to the effective time of the corporate transaction;

•	arrange for the lapse of any reacquisition or repurchase right held by us;

•	cancel or arrange for the cancellation of the stock award in exchange for such cash consideration, if any, as our Board of Directors may deem appropriate; or

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•	make a payment equal to the excess of (a) the value of the property the participant would have received upon exercise of the stock award over (b) the exercise price otherwise payable in connection with the stock award.

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(1)	These securities are subject to the terms of the 2013 plan, but were granted outside of the 2013 plan as inducement awards in accordance with Nasdaq Listing Rule 5635(c)(4).

(1)

Amounts listed represent the aggregate grant date fair value of option awards granted during 2019 computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 5 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. These amounts do not reflect the actual economic value that will be realized by the non-employee director upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. The aggregate number of shares subject to each non-

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(2)

This amount includes the non-employee director annual retainer, the Chair of our Board of Directors annual retainer, and fees for meetings of the Strategy Committee attended by the Chair of the Board of Directors. Prior to July 1, 2019, the annual retainer for the Chair of our Board of Directors was increased to $70,000 in connection with the Company's executive management transition. On July 1, 2019, the annual retainer for the Chair of our Board of Directors was adjusted from $70,000 to $35,000.

•	$40,000 for all eligible non-employee directors, plus an additional $35,000 annual cash retainer for the Chair of our Board of Directors;

•	$10,000 for service (other than as chairman) on the Audit Committee; $7,500 and $5,000 for service (other than as chairman) on the Compensation Committee and Nominating and Governance Committee, respectively; and

•	$20,000 for service as the chairman of the Audit Committee; $15,000 and $10,000 for service as the chairman of the Compensation Committee and Nominating and Governance Committee, respectively.

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•	the risks, costs and benefits to us;

•	the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

•	the terms of the transaction;

•	the availability of other sources for comparable services or products; and

•	the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

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