DEF 14A of Kyverna Therapeutics, Inc., Apr 14, 2025

DEF 14A of Kyverna Therapeutics, Inc.

Filed Apr 14, 2025 · FY20240000950170-25-053699

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board 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 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 may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board 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. The Board currently consists of eight seated directors, divided into the following three classes: • Class I directors: Beth Seidenberg, M.D. and Fred E. Cohen, M.D., D.Phil., whose current terms will expire at the Annual Meeting; • Class II directors: Ian Clark, Christi Shaw and Steve Liapis, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2026; and • Class III directors: Warner Biddle, Mert Aktar and Daniel K. Spiegelman, whose current terms will expire at the annual meeting of stockholders to be held in 2027. At 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. Drs. Seidenberg and Cohen have been nominated to serve as Class I directors and have agreed to stand for reelection. If elected, each of Dr. Seidenberg and Dr. Cohen will hold office from the date of her or his election by the stockholders until the third subsequent annual meeting of stockholders in 2028 or until her or his successor is elected and has been qualified, or until her or his earlier death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Drs. Seidenberg and Cohen have each agreed to serve if elected, and management has no reason to believe that either Dr. Seidenberg or Dr. Cohen will be unable to serve. Directors are elected by a plurality of the votes cast at the Annual Meeting. The following table sets forth, for the Class I nominees who are currently standing for re‑election, and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 14, 2025 and position/office held within the Company:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position/Office Held With the Company | Director Since | | Class I Directors whose terms expire at the Annual Meeting | | | | | Beth Seidenberg, M.D.(1)(2)(3) | 68 | Director | 2018 | | Fred E. Cohen, M.D., D.Phil.(1)(3) | 68 | Director | 2018 | | Class II Directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | | Ian Clark(2) | 64 | Director | 2021 | | Christi Shaw(1)(2) | 58 | Director | 2024 | | Steve Liapis, Ph.D.(3)(4) | 37 | Director | 2022 | | Class III Directors whose terms expire at the 2027 Annual Meeting of Stockholders | | | | | Warner Biddle | 58 | Chief Executive Officer and Director | 2024 | | Mert Aktar(3)(4) | 46 | Director | 2024 | | Daniel K. Spiegelman(4) | 66 | Director | 2021 |

  3. ELECTION OF DIRECTORS

    Member of the Compensation Committee. (2) Member of the Nominating and Corporate Governance Committee. (3) Member of the Science and Technology Committee. (4) Member of the Audit Committee. Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

  4. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders Beth Seidenberg, M.D., has served as a member of our Board since September 2018. Dr. Seidenberg is a managing director of Westlake BioPartners, a life science venture capital firm she founded in September 2018. Since May 2005, Dr. Seidenberg has been a general partner at Kleiner Perkins Caufield & Byers, LLC, a venture capital firm, where she has primarily focused on life sciences investing. Dr. Seidenberg was previously the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen, Inc. (Nasdaq: AMGN). In addition, Dr. Seidenberg was a senior executive in research and development at Bristol-Myers Squibb Company (NYSE: BMY) and Merck & Co., Inc. (NYSE: MRK). From February 2008 to September 2019, Dr. Seidenberg served as a director of Epizyme, Inc. Dr. Seidenberg served on the boards of directors of TESARO, Inc., ARMO BioSciences, Inc., Atara Biotherapeutics, Inc. (Nasdaq: ATRA) and Progyny, Inc. (Nasdaq: PGNY), from June 2011 to January 2019, December 2012 to June 2018, August 2012 to June 2023 and May 2010 to November 2024, respectively. Dr. Seidenberg serves on the boards of directors of Vera Therapeutics, Inc. (Nasdaq: VERA), Acelyrin, Inc. (Nasdaq: SLRN), Sagimet Biosciences, Inc. (Nasdaq: SGMT) and several privately held life sciences companies. Dr. Seidenberg holds a Bachelor of Arts degree in biology and anthropology from Barnard College and attended medical school at the University of Miami School of Medicine. She completed her medical residency at Johns Hopkins University and George Washington University, and Fellowship at the National Institutes of Health. We believe Dr. Seidenberg is qualified to serve on our Board because of her training as a physician and her experience in the life sciences industry as a senior executive and venture capitalist who has incubated and invested in over twenty-five biotechnology ventures. Fred E. Cohen, M.D., D.Phil., has served as a member of our Board since September 2018. Since November 2017, Dr. Cohen has served as a Senior Managing Director of Vida Ventures, a venture capital firm that he co-founded in 2017. Dr. Cohen has also served as a co‑founder and Chairman of Monograph Capital Partners, a biotechnology venture capital fund, since July 2021. Dr. Cohen currently serves as a Senior Advisor to TPG, where he previously served as a Partner and founder of TPG Biotechnology, a life science venture capital fund, from 2001 to 2016. Dr. Cohen was also a co-founder and executive chairperson of privately held Cell Design Labs, which was acquired by Gilead Sciences, Inc. (Nasdaq: GILD) in December 2017. From 1980 through 2014, Dr. Cohen was at the University of California, San Francisco (UCSF), where he held various responsibilities as a research scientist, an Internist for hospitalized patients, a consulting Endocrinologist and as the Chief of the Division of Endocrinology and Metabolism. Dr. Cohen’s research interests included structure-based drug design, prion diseases, computational biology and heteropolymer chemistry. Dr. Cohen has published over 200 peer-reviewed articles, participated as a co-inventor on over 10 patents and has served as an editor or editorial board member of several international scientific journals. Dr. Cohen received his Bachelor of Science degree in Molecular Biophysics and Biochemistry from Yale University, his D.Phil. in Molecular Biophysics from the University of Oxford on a Rhodes Scholarship, his M.D. from Stanford University and his postdoctoral training and postgraduate medical training in Internal Medicine and Endocrinology at UCSF. He is a Fellow of the American College of Physicians and the American College of Medical Informatics and a member of the American Society for Clinical Investigation and Association of American Physicians. Dr. Cohen has received several awards for his work, including a Searle Scholarship, Young Investigator Awards from the Endocrine Society and the Western Society for Clinical Investigation and the LVMH Science pour l’art prize (shared with Stanley Prusiner). Dr. Cohen was elected to the National Academy of Medicine in 2004, and the American Academy of Arts and Sciences in 2008. Dr. Cohen currently serves on the boards of directors of several biotechnology and pharmaceutical organizations, including CareDx, Inc. (Nasdaq: CDNA), Progyny, Inc. (Nasdaq: PGNY) and Intellia Therapeutics, Inc. (Nasdaq: NTLA). He is a past member of the boards of UroGen Pharma Ltd. (Nasdaq: URGN), Quintiles Transnational (merged with IQVIA Holdings (NYSE: IQV)), Biocryst (Nasdaq: BCRX), Genomic Health (acquired by Exact Sciences Corp.) (Nasdaq: GHDX), Tandem Diabetes Care, Inc. (Nasdaq: TNDM), Five Prime Therapeutics, Inc. (Nasdaq: FPRX, acquired by Amgen Inc.), Roka Bioscience, Inc. (Nasdaq: ROKA) and Veracyte, Inc. (Nasdaq: VCYT). We believe Dr. Cohen is qualified to serve on our Board because of his extensive experience in the biotechnology industry, including providing strategic advice and oversight to biopharmaceutical companies, as well as his financial and medical knowledge and experience.

  5. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES.

  6. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Ian Clark has served as Chairperson of our Board and as a member of our Board since September 2021. Mr. Clark has more than 35 years of experience in the biotechnology and pharmaceutical industry, most recently serving as Chief Executive Officer and member of the board of directors for Genentech, Inc., until his retirement in December 2016. During his seven-year tenure as Chief Executive Officer of Genentech, Mr. Clark and his team brought eleven new medicines to market for patients with rheumatoid arthritis, idiopathic pulmonary fibrosis and various types of cancer. Prior to that, Mr. Clark served as the Executive Vice President and Head of Global Product Strategy of the Roche Group from April 2009 to December 2009. Prior to his time at the Roche Group, Mr. Clark held several senior management positions at Genentech Inc. from January 2003 to March 2009, including Executive Vice President, Commercial Operations and Senior Vice President, General Manager of BioOncology. Prior to joining Genentech, Mr. Clark spent 23 years in the biopharmaceutical industry holding several positions of increasing responsibility at Novartis AG (NYSE: NVS, SIX: NOVN), Sanofi (Nasdaq: SNY), Ivax and Searle, working in the U.S., United Kingdom, Canada, Eastern Europe and France. Currently, Mr. Clark is on the board of directors of several public biopharmaceutical and biotechnology companies, including Takeda Pharmaceutical Company Limited (NYSE: TAK), Corvus Pharmaceuticals, Inc. (Nasdaq: CRVS), Guardant Health, Inc. (Nasdaq: GH), Olema Pharmaceuticals, Inc. (Nasdaq: OLMA) and GoodRx Holdings, Inc. (Nasdaq: GDRX). Mr. Clark previously served on the boards of and Avrobio, Inc. (Nasdaq: AVRO), Agios Pharmaceuticals, Inc. (Nasdaq: AGIO), Forty Seven, Inc., Shire Pharmaceuticals, Inc., Kite Pharma, Inc., TerraVia Holdings, Inc., Gyroscope Therapeutics Limited, Dendreon Pharmaceuticals LLC and Vernalis (R&D) Limited. Mr. Clark serves as an advisor to KKR & Co., Inc., and was previously on the Board of Biotechnology Industry Association, on the BioFulcrum Board of the Gladstone Institute and on the Economic Advisory Council of the 12th District of the Federal Reserve. In addition, he served as an advisor to Blackstone Life Sciences, formerly Clarus Ventures, LLC, a venture capital firm, from September 2017 to September 2020, as well as to Perella Weinberg Partners LP and Lazard Ltd. Mr. Clark received his Bachelor of Science in Biological Sciences and an Honorary Doctorate of Science from Southampton University in the United Kingdom. We believe Mr. Clark is qualified to serve on our Board because of his vast experience in the biopharmaceutical industry, combined with his experience serving on the boards of directors of successful, high-growth public and private companies. Christi Shaw has served as a member of our Board since September 2024. Ms. Shaw is a seasoned healthcare executive with over 30 years of experience in the biopharmaceutical industry. Most recently, she served as Chief Executive Officer of Kite Pharma, Inc., a Gilead company specializing in the development of cancer immunotherapies, from August 2019 to March 2023. Ms. Shaw has served on the board of directors of Beam Therapeutics Inc. (Nasdaq: BEAM) since December 2023, and on the board of directors for ReAlta Life Sciences, Inc. since January 2024. Ms. Shaw also served as a director of Avantor, Inc. (NYSE: AVTR) from November 2018 through May 2024. From April 2017 to August 2019, she served as Senior Vice President of Eli Lilly & Co. (NYSE: LLY), a global healthcare company, and President of Lilly Bio-Medicines, the business within Eli Lilly Company that comprised its neuroscience and immunology divisions. From 2014 to 2016, Ms. Shaw served as U.S. country head and President of Novartis Pharmaceutical Corporation, a global healthcare company, and from 2010 to 2014, as North American region head of Novartis Oncology. Prior to 2010, Ms. Shaw held several leadership positions at Johnson & Johnson, Inc. (NYSE: JNJ). Previously, she served as an executive committee member of the Biotechnology Innovation Organization. Ms. Shaw is also the co-founder of the More Moments More Memories Foundation, which assists people with cancer and their caregivers. Ms. Shaw is also an advisor for Family Reach’s Clinical Trial Access Program, which she co-founded with her sister (More Moments More Memories) to assist people with cancer access clinical trials. Ms. Shaw holds a B.B.A. in Marketing from Iowa State University and an M.B.A. from the University of Wisconsin. We believe that Ms. Shaw is qualified to serve on our Board because of her extensive experience in executive positions with several biopharmaceutical companies and her experience serving on the boards of several life science companies. Steve Liapis, Ph.D. has served as a member of our Board since November 2022. Dr. Liapis is a Managing Director at Northpond Ventures where he focuses on biotechnology platforms and therapeutics and leads Northpond’s newco incubation efforts with the Wyss Institute at Harvard and the School of Engineering at MIT. Dr. Liapis is a board director at Garuda Therapeutics, Inc., Incendia Therapeutics, Inc., Totus Medicines, Inc., Opna Bio LLC, Aro Biotherapeutics Company, and Weaver Biosciences, Inc. Previously, Dr. Liapis was Director of Portfolio Decision Resources at Sanofi (Nasdaq: SNY), where he led global strategy and resource prioritization for Sanofi Oncology. Prior to Sanofi, Dr. Liapis was Head of Strategy at Arbor Biotechnologies and served in leadership positions at L.E.K. Consulting where he focused on research and development and commercial strategy for immuno-oncology, as well as advanced therapeutic modalities including gene therapy, gene editing and cell therapy. Dr. Liapis holds a Ph.D. in molecular biology from Harvard University where he trained in the laboratory of Dr. John Rinn, focusing on the discovery and molecular characterization of novel long noncoding RNAs (lncRNAs), as well as identifying the role of lncRNAs in disease pathogenesis. He also holds a Master’s Degree in genetics and plant biology from Yale University and an undergraduate degree in environmental science from Stockton College. We believe Dr. Liapis is qualified to serve on our Board because of his vast experience in biotechnology platforms and therapeutics and focus on the areas of global, research and development and commercial strategy.

  7. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Warner Biddle has served as our Chief Executive Officer and a member of our Board since September 2024. Mr. Biddle previously worked at Kite Pharma, Inc. from August 2020 to September 2024, where he served as Senior Vice President and Global Head of Commercial. Prior to that, Mr. Biddle served as Vice President and Franchise Head for the Breast/Gynecologic and Skin Cancer Franchises at Genentech from January 2018 to August 2020. During his prolific tenure, he led the cross-functional strategy and launches for several key commercial and pipeline products while driving significant portfolio growth. Prior to his oncology roles, Mr. Biddle served as Vice President, Sales and Marketing for Ophthalmology at Genentech from November 2013 to December 2015, and also held various global leadership roles in Europe and Canada across multiple therapeutic disease areas at Novartis and GlaxoSmithKline. Mr. Biddle earned a Bachelor’s Degree in Commerce with Honors from the University of Saskatchewan. We believe that Mr. Biddle is qualified to serve as a member of our Board due to his extensive experience as an executive in the biopharmaceutical industry across numerous therapeutic areas. Mert Aktar has served as a member of our Board since October 2024. Mr. Aktar is an accomplished life sciences industry executive with over twenty years of multinational experience in bridging science and business in pharmaceuticals and biotechnology. He has served as Chief Executive Officer of Receptive Bio, Inc., a privately held biotechnology company based in Southern California, since February 2024. Prior to joining Receptive Bio, Inc., Mr. Aktar was the Senior Vice President and Global Head of Corporate Development & Strategy at Kite Pharma, Inc., from April 2020 to September 2023, where he played a key leadership role in shaping the future direction of Kite and establishing it as a global leader in cell therapy. Mr. Aktar led numerous deals strengthening Kite’s R&D portfolio, including expansion in Asia, facilitating regulatory approval and commercial launch of the first autologous cell therapy product in China, and transfer of commercial rights from Daiichi Sankyo and regulatory approval and commercial launch of Yescarta in Japan. Prior to joining Kite, Mr. Aktar served as Vice President and Head of Business Development and Corporate Development at Unum Therapeutics Inc. from May 2019 to March 2020. Prior to that, Mr. Aktar held a number of senior leadership positions at Shire plc (now Takeda Pharmaceutical Company Limited) from April 2011 to May 2019, most recently serving as the Global Head of Hematology and Immunology Business Development from November 2017 to May 2019. While at Shire, Mr. Aktar facilitated the company’s acquisitions of Baxalta Inc. and Dyax Corp., and orchestrated Shire’s inaugural SEC-registered debt offering. Mr. Aktar held senior leadership positions at large biotech and pharma organizations across diverse modalities (cell therapy, gene therapy, nucleotide-based therapies, antibody therapeutics and small molecules) and therapeutic areas (oncology, hematology, immunology, rare genetic diseases and neuroscience). Mr. Aktar has served on the board of directors of ReAlta Life Sciences, Inc. since January 2024. Mr. Aktar holds an MBA from MIT Sloan School of Management, a B.S. in Chemical Engineering from Worcester Polytechnic Institute, and an M.S. in Engineering Management from Tufts University. We believe that Mr. Aktar is qualified to serve as a member of our Board due to his education and extensive experience as an executive officer in the biopharmaceutical and biotechnology industries. Daniel K. Spiegelman has served as a member of our Board since April 2021. Mr. Spiegelman has over 25 years of biotech finance experience. Mr. Spiegelman was most recently Chief Financial Officer and Executive Vice President of BioMarin Pharmaceutical Inc. (Nasdaq: BMRN), a biotechnology company focused on developing, manufacturing and commercializing treatments for rare genetic disorders, from 2012 to 2020. Mr. Spiegelman oversaw growth from $500M to $2.0B in revenues with sales in 70 countries and from $4B to $15B market cap. Prior to BioMarin, Mr. Spiegelman served as Chief Financial Officer and Senior Vice President of CV Therapeutics, Inc. for 11 years from 1998 through its sale in 2009 to Gilead Sciences, Inc. (Nasdaq: GILD). From July 1991 to January 1998, Mr. Spiegelman served in various roles at Genentech, Inc. (now a member of the Roche Group), most recently as Treasurer. Mr. Spiegelman currently provides consulting and board services to various life sciences companies. He currently serves as a member of the board of directors and audit committee chair of Spruce Biosciences, Inc. (Nasdaq: SPRB), Maze Therapeutics Inc. (Nasdaq: MAZE) and vTv Therapeutics Inc. (Nasdaq: VTVT), and serves on the boards of directors of several private biotechnology companies, including Tizona Therapeutics, Inc. and Bluejay Therapeutics, Inc. From 2020 to 2024, he served as a member of the board of directors of Myriad Genetics, Inc. (Nasdaq: MYGN), and from 2020 to 2024, he served as a member of the board of directors of Opthea Limited (Nasdaq: OPT). Mr. Spiegelman also serves as venture partner at Samsara BioCapital. Mr. Spiegelman received his Master’s in Business Administration from the Stanford Graduate School of Business and a Bachelor’s in Economics from Stanford University. We believe Mr. Spiegelman is qualified to serve on our Board because of his important expertise in finance in the healthcare industry based on his extensive experience in several senior finance positions at major pharmaceutical companies.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Prior to our IPO, we did not have a formalized non-employee director compensation program, but we provided compensation to our non-employee directors who are not affiliated with our investors in accordance with their individual agreements. We entered into an offer letter, dated September 14, 2021, with Mr. Clark to serve as the Chairperson of our Board. Pursuant to Mr. Clark’s offer letter, we agreed to pay Mr. Clark an annual cash retainer and issue Mr. Clark an option to purchase shares of our common stock. Similarly, pursuant to our offer letter with Brian Kotzin, M.D., a former member of our Board, dated January 8, 2020, we agreed to pay Dr. Kotzin an annual cash payment for his service on our Board. Pursuant to our offer letter, dated March 31, 2021, with Daniel Spiegelman, we agreed to pay Mr. Spiegelman an annual cash retainer for service on our Board. In addition, on September 1, 2023, we entered into an advisor agreement with Mr. Spiegelman, pursuant to which he agreed to provide us advice in our evaluation of strategic options in the context of corporate finance activities, including, but not limited to, an initial public offering by us, in exchange for a payment of $10,000 per month. The advisor agreement with Mr. Spiegelman terminated on February 7, 2024. In addition, we reimbursed, and will continue to reimburse, all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. In connection with our IPO, effective February 12, 2024, we implemented a non‑employee director compensation program (the “Director Compensation Program”). Pursuant to the Director Compensation Program, our non-employee directors received cash compensation, paid quarterly in arrears, as follows commencing February 12, 2024, which amounts were pro-rated for 2024: • Each non-employee director receives a cash retainer in the amount of $40,000 per year. • The independent Chairperson of the Board receives an additional cash retainer of $35,000 per year. • The Chairperson of the Audit Committee receives a cash retainer in the amount of $20,000 per year for such Chairperson’s service on the Audit Committee. Each non‑Chairperson member of the Audit Committee receives a cash retainer in the amount of $10,000 per year for such member’s service on the Audit Committee. • The Chairperson of the Compensation Committee receives a cash retainer in the amount of $15,000 per year for such Chairperson’s service on the Compensation Committee. Each non‑Chairperson member of the Compensation Committee receives a cash retainer in the amount of $7,500 per year for such member’s service on the Compensation Committee. The Chairperson of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $10,000 per year for such Chairperson’s service on the Nominating and Corporate Governance Committee. Each non-Chairperson member of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee. The Chairperson of the Science and Technology Committee receives a cash retainer in the amount of $15,000 per year for such Chairperson’s service on the Science and Technology Committee. Each non-Chairperson member of the Science and Technology Committee receives a cash retainer in the amount of $7,500 per year for such member’s service on the Science and Technology Committee. Each non-employee director may elect, on an annual basis, to convert all or a portion of such non-employee director’s annual retainer into a number of restricted stock units granted under our 2024 Equity Incentive Plan (the “2024 Plan”), which will be fully vested on the date of grant, and settlement of the restricted stock units may be deferred at the election of the non-employee director. Prior to March 25, 2025, our Director Compensation Program provided that each non-employee director initially elected or appointed to our Board after February 12, 2024, would automatically be granted an option (the “Initial Grant”) under the 2024 Plan to purchase that number of shares of our common stock equal to $350,000 divided by the per share grant date fair value of the option award. The Initial Grant would vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. In addition, our Director Compensation Program provided that on the date of each annual meeting of our stockholders following the completion of the IPO and prior to March 25, 2025, each non-employee director who (i) had been serving on our Board for at least four months and (ii) would continue to serve as a non-employee director immediately following such annual meeting would automatically be granted an option (the “Annual Grant”) under the 2024 Plan to purchase that number of shares of our common stock equal to (i) $175,000, divided by (ii) the per share grant date fair value of the option award. The Annual Grant would vest in full on the earlier of the (x) first anniversary of the grant date and (y) immediately prior to the annual meeting of our stockholders following the date of grant, subject to continued service through the applicable vesting date. Effective March 25, 2025, the Compensation Committee implemented a Restated Non-Employee Director Compensation Program (the “Restated Director Compensation Program”), which amended and restated the Director Compensation Program. The Restated Director Compensation Program provides that each non-employee director initially elected or appointed to our Board after March 25, 2025 will automatically be granted (A) an option under the 2024 Plan to purchase that number of shares of our common stock equal to $262,500 divided by the per share grant date fair value of the option award, which will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date, and (B) restricted stock units under the 2024 Plan or any other applicable Company equity incentive plan then maintained by us covering a number of shares of common stock equal to $87,500 divided by the per share grant date fair market value as of the date of the grant, rounded down to the nearest whole share, which will vest as to 1/3rd of the shares subject thereto on each one-year anniversary over three years, subject to continued service through the applicable vesting date. In addition, pursuant to the Restated Director Compensation Program, on the date of each annual meeting of our stockholders, commencing with the Annual Meeting, each non-employee director who (i) has been serving on our Board for at least four months and (ii) will continue to serve as a non-employee director immediately following such annual meeting will automatically be granted (A) an option (the “Annual Option Grant”) under the 2024 Plan to purchase that number of shares of our common stock equal to (a) $131,250, divided by (b) the per share grant date fair value of the option award, or (B) restricted stock units (the “Annual RSU Grant”) under the 2024 Plan or any other applicable Company equity incentive plan then maintained by us covering a number of shares of common stock equal to $43,750 divided by the per share grant date fair market value as of the date of the grant, rounded down to the nearest whole share. Each of the Annual Option Grant and the Annual RSU Grant will be automatically granted on the date of each applicable annual meeting of shareholders and will vest in full on the earlier of (x) the first anniversary of the grant date and (y) immediately prior to the annual meeting of our stockholders following the date of grant, subject to continued service through the applicable vesting date.

  9. DIRECTOR COMPENSATION

    Pursuant to the Restated Director Compensation Program, upon a change-in-control transaction, all outstanding equity awards held by our non-employee directors will vest in full. The cash compensation under the Restated Director Compensation Program remains the same as what was provided for in the Director Compensation Program.

  10. Director Compensation Table

    Director Compensation Table The following table sets forth information for 2024 regarding the compensation awarded to, earned by or paid to our non-employee directors. Directors who are also our employees receive no additional compensation for their service as directors.

  11. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Mert Aktar(3) | 11,284 | 349,841 | — | 361,125 | | Ian Clark | 88,750 | — | — | 88,750 | | Fred E. Cohen, M.D., D.Phil. | 48,942 | — | — | 48,942 | | Brian Kotzin, M.D.(4) | 49,719 | — | — | 49,719 | | Steve Liapis, Ph.D.(5) | — | — | — | — | | Beth Seidenberg, M.D. | 54,952 | — | — | 54,952 | | Christi Shaw(6) | 15,840 | 349,894 | — | 365,734 | | Daniel K. Spiegelman | 58,846 | — | 12,414(7) | 71,260 |

  12. Director Compensation Table

    The amounts reported represent the grant date fair value of option awards granted to our non-employee directors during the year ended December 31, 2024, as computed in accordance with FASB ASC 718, rather than amounts paid to or realized by the individual. See Note 10 of the financial statements included in our Annual Report on Form 10-K filed with the SEC on March 27, 2025 for the assumptions used in calculating this amount. As of December 31, 2024, our non-employee directors held the following option awards and did not hold any stock awards:

  13. Director Compensation Table

    | Name | Shares Underlying Option Awards | | Mert Aktar | 87,741 | | Ian Clark | 364,398 | | Fred E. Cohen, M.D., D.Phil. | 32,959 | | Steve Liapis, Ph.D. | — | | Beth Seidenberg, M.D. | 32,959 | | Christi Shaw | 66,592 | | Daniel K. Spiegelman | 50,537 |

  14. Director Compensation Table

    (3) Mr. Aktar was appointed to our Board effective October 20, 2024. (4) Dr. Kotzin resigned from our Board effective September 13, 2024. (5) Dr. Liapis has opted not to accept compensation for his service on our Board. (6) Ms. Shaw was appointed to our Board effective September 14, 2024. The amount reported represents consulting fees paid to Mr. Spiegelman for services provided to us from January 1, 2024 through February 7, 2024.

  15. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our NEOs for the fiscal years ended December 31, 2024 and 2023.

  16. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Option awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Warner Biddle | 2024 | 182,292 | 650,000(3) | 13,760,605 | 375,000 | 25,000(4) | 14,992,896 | | Chief Executive Officer | | | | | | | | | Peter Maag, Ph.D. | 2024 | 786,466 | — | — | — | 694,764(5) | 1,481,230 | | Former Chief Executive Officer(6) | 2023 | 438,875 | 247,500 | 1,554,197 | | 23,617(7) | 2,264,189 | | Dominic Borie, M.D., Ph.D. | 2024 | 440,000 | — | — | 147,840 | — | 587,840 | | Former President, Research and Development(8) | | | | | | | | | Karen Walker | 2024 | 440,000 | — | — | 151,360 | — | 591,360 | | Chief Technology Officer | 2023 | 387,899 | 150,150 | 520,502 | | 23,593(7) | 1,082,144 | | James Chung, M.D., Ph.D. | 2024 | 404,576 | — | — | — | 220,000(10) | 624,576 | | Former Chief Medical Officer(9) | 2023 | 401,995 | 152,982 | 520,502 | — | 90,643(7) | 1,166,122 |

  17. Summary Compensation Table

    (1) The amounts in this column represent the aggregate grant date fair value of the option awards computed in accordance with Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our audited financial statements and related notes included in the Annual Report on Form 10-K filed with the SEC on March 27, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2) The amounts in this column for 2024 relate to amounts earned by our NEOs pursuant to our bonus program described below under “—Narrative to Summary Compensation Table—2024 Bonuses”. (3) Represents a one-time sign-on bonus. See “—Narrative to Summary Compensation Table—2024 Bonuses—Biddle Sign-On Bonus” below for additional details. (4) Amount represents a reimbursement of legal fees incurred by Mr. Biddle in connection with entering into his employment offer letter. See “Employment Arrangements—Warner Biddle” below for additional details. (5) Amount represents (a) a severance payment of $550,000 paid to Dr. Maag pursuant to a Separation and General Release Agreement entered into with Dr. Maag in connection with his resignation in September 2024, (b) consulting fees in an aggregate amount of $137,499.99 (or a monthly payment of $45,833.33 for three months of consulting services), and (c) COBRA payments in an aggregate amount of $7,263.60, payable to Dr. Maag pursuant to a Separation and General Release Agreement entered into with Dr. Maag. See “Employment Arrangements—Peter Maag, Ph.D.” below for additional details. (6) Dr. Maag resigned effective September 13, 2024. Comprised solely of insurance benefits paid by us on behalf of the NEO. In accordance with SEC guidance, compensation information for Dr. Borie for fiscal year 2023 has not been included in this table because Dr. Borie was not an NEO for fiscal year 2023. Dr. Borie transitioned from his role as our President, Research and Development to Strategic Advisor to our Chief Executive Officer and our Board effective January 2025. Dr. Chung resigned effective November 22, 2024. (10) Amount represents a severance payment agreed to be paid to Dr. Chung pursuant to a Letter Agreement entered into with Dr. Chung in connection with his resignation in November 2024. See “Employment Arrangements—James Chung, M.D., Ph.D.” below for additional details.

  18. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Pursuant to the Biddle Offer Letter, if we terminate Mr. Biddle’s employment without Cause (as defined in the Biddle Offer Letter), or Mr. Biddle resigns for Good Reason (as defined in the Biddle Offer Letter), Mr. Biddle will be entitled to (a) a lump sum payment equal to eighteen months of Mr. Biddle’s then-current annual base salary, (b) a lump-sum payment equal to Mr. Biddle’s then-current target bonus, less all applicable withholdings and deductions, paid on the 60th day following Mr. Biddle’s separation from service, (c) reimbursement of COBRA premiums for Mr. Biddle and his eligible dependents for eighteen months; provided, that such reimbursement will cease on the date that Mr. Biddle becomes covered under a similar plan, and (d) acceleration of vesting with respect to any unvested service-based equity awards for an additional eighteen months; provided, that if the separation from service occurs within twelve months following a “Change in Control” (as defined in the Biddle Offer Letter), Mr. Biddle shall be entitled to full acceleration of vesting with respect to 100% of all unvested equity awards (with any performance-based vesting requirements being deemed satisfied at target). Payment of the foregoing under the Biddle Offer Letter is conditioned upon Mr. Biddle’s execution of a separation agreement and release of claims in our favor.

  19. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table presents certain information concerning outstanding equity awards held by each of our NEOs as of December 31, 2024:

  20. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | | Option Awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | | Warner Biddle | 9/16/2024(2)(3) | 9/16/2024(1) | — | 2,579,259 | $6.89 | 9/16/2034 | | Peter Maag, Ph.D. | 11/22/2022(2)(3) | 10/13/2022 | 349,324 | 640,420 | $3.15 | 11/21/2032 | | | 7/13/2023(4) | 7/1/2023 | 309 | 708 | $4.33 | 7/12/2033 | | | 11/6/2023(4) | 1/1/2024 | — | 329,590 | $4.83 | 11/5/2033 | | Dominic Borie, M.D., Ph.D. | 7/13/2023(4) | 7/1/2023 | 390 | 708 | $4.33 | 7/12/2033 | | | 11/6/2023(4) | 1/1/2024 | — | 21,972 | $4.83 | 11/5/2033 | | | 5/19/2022(4) | 5/6/2022 | 37,396 | 52,955 | $4.42 | 5/18/2032 | | James Chung, M.D., Ph.D. | 4/27/2021(4) | 4/12/2021 | 22,622 | — | $3.37 | 4/26/2031 | | | 7/13/2023(4) | 7/1/2023 | 367 | — | $4.33 | 7/12/2033 | | Karen Walker | 11/18/2021(4) | 9/13/2021 | 65,350 | 17,298 | $4.42 | 11/17/2031 | | | 7/13/2023(4) | 7/1/2023 | 388 | 709 | $4.33 | 7/12/2033 | | | 11/6/2023(4) | 1/1/2024 | — | 109,863 | $4.83 | 11/5/2033 |

  21. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) Option vests and becomes exercisable as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the total number of shares subject to the option on each monthly anniversary of the vesting commencement date thereafter, subject to any accelerated vesting set forth in the NEO’s offer letter. (2) This option is exercisable immediately subject to a repurchase right in favor of the Company which lapses as the option vests. Accordingly, the “Number of Securities Underlying Unexercised Options Unexercisable” column reflects the number of options held by the NEO that were outstanding, exercisable and unvested as of December 31, 2024. (3) 25% of the shares originally subject to the option will vest one year after the vesting commencement date, and 1/48th of the shares originally subject to the option vested or vest monthly thereafter subject to Dr. Maag’s continued service to the Company through each vesting date. Pursuant to the terms of the Separation Agreement with Dr. Maag, solely for purposes of stock option vesting and expiration, but subject to Dr. Maag continuing to comply with his obligations to us, Dr. Maag shall be deemed to remain a continuous service provider through, and terminating on, June 13, 2025. 25% of the shares originally subject to the option vested one year after the vesting commencement date, and 1/48th of the shares originally subject to the option vested or vest monthly thereafter subject to the NEO’s continued service to the Company through each vesting date.