DEF 14A of Zura Bio Ltd, Apr 23, 2025

DEF 14A of Zura Bio Ltd

Filed Apr 23, 2025 · FY20240001104659-25-038042

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Company’s Board is currently comprised of nine (9) directors. Each director is elected to serve until the next annual meeting or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal. Under our Second Amended and Restated Memorandum and Articles of Association (“MAA”), the terms of Amit Munshi, Arnout Ploos van Amstel, Jennifer Jarrett, Neil Graham, Parvinder Thiara, Robert Lisicki, Sandeep Kulkarni, Someit Sidhu and Steve Schoch end at the Annual Meeting. At the Annual Meeting, the shareholders are being asked to elect each of Amit Munshi, Arnout Ploos van Amstel, Jennifer Jarrett, Neil Graham, Robert Lisicki, Sandeep Kulkarni, Someit Sidhu, Steve Schoch and Dan Becker to our Board to hold office until the next annual general meeting of shareholders or until their respective successors have been elected and qualified, or, if sooner, until the director’s earlier death, resignation or removal. Each of the director nominees, except for Dan Becker, is currently a member of the Board and has been nominated for re-election by our Board upon the recommendation of our Nominating and Governance Committee. Parvinder Thiara will not stand for re-election to the Board upon the completion of his current term, which expires at the Annual Meeting, and Dan Becker has been nominated after being recommended to our Nominating and Governance Committee by a non-management director of the Company.

  2. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

  3. INFORMATION REGARDING DIRECTOR NOMINEES

    INFORMATION REGARDING DIRECTOR NOMINEES Subsequent to shareholder approval of this proposal, the Board will have a total of nine (9) members as follows:

  4. INFORMATION REGARDING DIRECTOR NOMINEES

    | Name | Age | Position(s) | | Someit Sidhu | 35 | Director | | Robert Lisicki | 58 | Chief Executive Officer and Director | | Amit Munshi | 57 | Director, Chairman of the Board | | Sandeep Kulkarni | 43 | Director | | Arnout Ploos van Amstel | 61 | Director | | Steve Schoch | 66 | Director | | Jennifer Jarrett | 54 | Director | | Neil Graham | 66 | Director | | Dan Becker | 50 | Director |

  5. INFORMATION REGARDING DIRECTOR NOMINEES

    The following biographical information is furnished as to each nominee for election as a director: Someit Sidhu has served as a director since March 2023. Dr. Sidhu was the Founder of the Company and served as Chief Executive Officer through April 2024. He is the Co-Founder and has been the CEO of Akaza Bioscience since 2019 and the CEO of Izana Bioscience since 2017 as well as the Co-Founder of Pathios Therapeutics. Dr. Sidhu has broad expertise covering various topics in the life sciences industry. Prior to these companies, he advised many large international pharmaceutical companies as a management consultant at McKinsey & Co, where he primarily focused on Pharmaceutical R&D and Portfolio Strategy. Dr. Sidhu gained medical experience during his time in Cardiology and General Surgery after graduating from the Oxford Medical School. We believe Dr. Sidhu’s extensive operational and investment experience in the life sciences industry gives him the qualifications, attributes and skills to serve as a director. Robert Lisicki has served as Chief Executive Officer and a director since April 2024 and was previously our President and Chief Operating Officer since January 2024. Mr. Lisicki is an experienced executive leader with a career spanning 30 years in the biopharmaceutical industry. Mr. Lisicki has been serving on the board of Cadrenal Therapeutics, Inc. since July 2023. He previously served as the Chief Executive Officer and a member of the board of directors of InCarda Therapeutics (“InCarda”) from October 2022 to April 2023, where he remained as a consultant until June 2023. Prior to InCarda, Mr. Lisicki served as the Chief Commercial Officer at Arena Pharmaceuticals, Inc. (“Arena”) from October 2018 to March 2022, a prominent biopharmaceutical company acquired by Pfizer for $6.7 billion in 2022. At Arena, Mr. Lisicki had accountability for building the company’s global commercial infrastructure and contributed to its mergers and acquisitions activities totaling nearly $8.0 billion. Prior to Arena, Mr. Lisicki served as Vice President and General Manager of Inflammation and Cardiovascular at Regeneron Pharmaceuticals. In this dual role, he led both commercial and developmental initiatives. His career also includes serving as a member of the boards of CorHepta Therapeutics from May 2023 to January 2025 and Adiso Therapeutics from October 2023 to August 2024 and senior leadership roles as Chief Customer Officer of Daiichi Sankyo, Inc. from August 2014 to April 2018, and Vice President of Amgen from July 2005 to August 2014, with his initial experience in sales and marketing at The Janssen Pharmaceutical Companies of Johnson & Johnson from March 1995 to June 2005. He holds a Bachelor of Science degree in Finance and Economics from the State University of New York, Albany, New York. We believe Mr. Lisicki’s vast executive management and business experience in the global biopharmaceutical industry and in-depth knowledge of product development gives him the qualifications, attributes and skills to serve as a director. Amit D. Munshi has served as Chairman of our Board since March 2023 and served as a director and the chairman of the board of directors of Legacy Zura since November 2022. Mr. Munshi also serves as a director of two U.S. subsidiaries of Zura: Zura Bio Inc. and Z33 Bio Inc. In addition, Mr. Munshi currently serves as the Chief Executive Officer and chairman of the board of directors of Orna Therapeutics since May 2024 and was previously the Chief Executive Officer & President of ReNAgade Therapeutics from April 2023 to May 2024, when ReNAgade Theraeputics was acquired by Orna Therapeutics. Mr. Munshi also currently serves as chairman of the board of directors at Enterprise Therapeutics, since March 2019, as a member of the board of directors and audit committee of Galecto Inc. (Nasdaq: GLTO), since January 2020, and as a member of the board of directors and compensation committee of Inhibkase Therapeutics, Inc. (Nasdaq: IKT), since October 2024. Prior to these roles, Mr. Munshi was President and Chief Executive Officer of Arena from May 2016 to March 2022 and a member of their board of directors from June 2016 until March 2022, when Arena was acquired by Pfizer Inc. Mr. Munshi also served as a member of the board of directors and audit committee of Pulmatrix Inc. from June 2017 until March 2021. Previously, Mr. Munshi served as President and Chief Executive Officer and as a director of 288 Epirus Biopharmaceuticals, Inc., a biopharmaceutical company focused on biosimilars, and Percivia LLC, a biotechnology company which was sold to Johnson & Johnson. Subsequent to an asset sale, in July 2016, Epirus filed a voluntary Chapter 7 petition in the United States Bankruptcy Court for the District of Massachusetts. Prior to Epirus and Percivia, Mr. Munshi was a co-founder and served as Chief Business Officer of Kythera Biopharmaceuticals, Inc. from 2005 to 2010, which was sold to Allergan plc, and held multiple leadership positions at Amgen Inc. from 1997 to 2005, including General Manager, Nephrology Europe. Mr. Munshi holds a B.S. in Economics and a B.A. in History from the University of California, Riverside, and an M.B.A. from the Peter F. Drucker School of Management at Claremont Graduate University. Mr. Munshi has more than 30 years of global biopharmaceutical industry experience in executive management, business development, product development and portfolio management. We believe Mr. Munshi’s vast executive management and business experience in the global biopharmaceutical industry and in-depth knowledge of product development gives him the qualifications, attributes and skills to serve as a director. Arnout Ploos van Amstel has served as a director since November 2023 and has more than 30 years of business and operations experience in a wide variety of executive leadership positions and geographies in Life Sciences/Biotech. Mr. Ploos van Amstel has consistently excelled in devising and implementing comprehensive strategies across Development, Medical, and Commercial-Access domains. He founded Apaxcel Life Sciences GmbH in April 2019, a consulting company that supports biopharma customers in creating strategies that accelerate outcomes. He is currently serving as strategic consultant through Apaxcel Life Sciences GmbH. He also founded MoonLake Immuntherapeutics AG, a biotech company dedicated to next-level therapies in inflammatory diseases, and served as its chief operating officer from January 2020 to February 2022. From July 2010 to March 2019, he worked as the President and Managing Director and then Senior Vice President for Novartis, leading its Global Business Unit Immunology/Dermatology where he achieved remarkable portfolio growth, notably with the success of COSENTYX® (secukinumab), XOLAIR® (omalizumab) for chronic spontaneous urticaria (CSU), and with the consistent growth of “orphan blockbuster” ILARIS® (canakinumab). Mr. Ploos van Amstel’s experience includes leadership roles at Wyeth Pharmaceuticals and Novartis with executive positions in the US, Canada, Greece, the Netherlands and Switzerland. He was born and raised in the Netherlands and holds a Master’s degree in Economics from the University of Groningen. We believe Mr. Ploos van Amstel’s extensive leadership and strategic experience gives him the qualifications, attributes and skills to serve as a director.

  6. INFORMATION REGARDING DIRECTOR NOMINEES

    Jennifer Jarrett has served as a director since March 2023 and with Legacy Zura since January 2023. Ms. Jarrett has served as Chief Operating Officer of Arcus Biosciences, Inc. (NYSE: RCUS), a biotechnology company, since October 2020 and previously served as a member of its board of directors from January 2019 to January 2024. From January 2019 through September 2020, she served as Vice President of Corporate Development and Capital Markets of Uber Technologies, a technology company, and from June 2018 to January 2019 served as Arcus Bioscience’s Chief Operating Officer and Chief Financial Officer and, from March 2017 to June 2018, as its Chief Business Officer and Chief Financial Officer. From March 2016 to October 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, Inc. (“Medivation”), a commercial biopharmaceutical company, which was acquired by Pfizer. Before Medivation, Ms. Jarrett spent 20 years in investment banking, most recently at Citigroup where she ran the firm’s west coast life sciences investment banking practice, and prior to that at Credit Suisse and Donaldson, Lufkin & Jenrette. Ms. Jarrett currently serves on the board of directors of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX) since September 2018, the board of directors and audit committee of Sagimet Biosciences Inc. (Nasdaq: SGMT) since August 2024, the board of directors of LifeMine Therapeutics since October 2022 and the board of directors of Cajal Neuroscience since November 2023, and previously served on the board of directors of Arena from June 2017 to March 2022, Audentes Therapeutics, Inc. from July 2017 to January 2020, Consonance-HFW Acquisition Corp December 2020 to August 2021 and Radius Health, Inc. from May 2022 to August 2022. Ms. Jarrett received a B.A. in Economics from Dartmouth College and her M.B.A. from the Stanford Graduate School of Business. We believe Ms. Jarrett’s extensive finance and operational experience gives her the qualifications, attributes and skills to serve as a director. Neil Graham M.B.B.S., M.D., M.P.H., has served as a director since March 2023 and with Legacy Zura since January 2023. Dr. Graham, is an expert in immunology and inflammation with more than 30 years’ experience in global drug development and commercialization, crossing early and late-stage clinical trials in dermatology, allergy, rheumatology, virology, and pulmonology. From February 2021 to January 2022, Dr. Graham served as Chief Medical Officer of Tiziana Life Sciences LTD (“Tiziana”), a biotechnology company. Prior to Tiziana, Dr. Graham was VP-Strategic Program Direction & Immunology at Regeneron Pharmaceuticals, Inc. from April 2010 to January 2020. In previous roles, Dr. Graham served as Senior Vice President-Program & Portfolio at Vertex, Inc. from April 2007 to November 2009 and SVP-Program & Portfolio Management at Trimeris, Inc. from June 2005 to February 2007. Dr. Graham occupied the position of Chief Operating Officer at XTL Biopharmaceuticals Ltd. from January 2002 to June 2005 and was an Associate Professor at Johns Hopkins Bloomberg School of Public Health from October 1989 to March 1997. Dr. Graham was also a member of the board of directors of Pharmaxis Ltd. from May 2020 to October 2023. Dr. Graham has served on the board of directors of ASLAN Pharmaceuticals since December 2020. Dr. Graham holds an MD, MPH, MBBS from the University of Adelaide. We believe Dr. Graham’s extensive scientific and operational experience gives him the qualifications, attributes and skills to serve as a director. Sandeep C. Kulkarni, M.D., has served as a director of Zura since March 2023 and served as a director of Legacy Zura since March 2022. He is currently the Chief Executive Officer, co-founder and a member of the board of directors of Tourmaline, since September 2021. Previously, Dr. Kulkarni was a Managing Director at KVP Capital (“KVP”) from August 2020 to June 2022. Prior to KVP, Dr. Kulkarni served in multiple roles at RoivantSciences from July 2018 to June 2020, including as the Chief Operating Officer of its subsidiary, lmmunovant, Inc., Vice President Special Projects and Ombudsman to the Investment Committee. From September 2017 to February 2018, Dr. Kulkarni was Senior Investment Analyst at Consonance Capital, a healthcare investment firm, and Investment Analyst on the Life Sciences team at QVT Financial LP from April 2013 to August 2017. From August 2009 to May 2012, Dr. Kulkarni was a consultant, then Project Leader at the Boston Consulting Group, Inc., where he focused on the biopharma sector. Dr. Kulkarni earned a B.A. in Economics from Harvard College and an M.D. from the University of California, San Francisco. We believe Dr. Kulkarni’s extensive leadership and finance experience gives him the qualifications, attributes and skills to serve as a director. Steve Schoch has served as a director of Zura since March 2023 and served as a director of Legacy Zura since January 2023. He served as a member of the board of directors of Arena and chaired the audit committee from June 2021 until the company was acquired by Pfizer in March 2022. Mr. Schoch currently serves as Chief Financial Officer of RefleXion, a position he has held since November 2024. Prior to joining RefleXion, Mr. Schoch served as Chief Operating Officer and Chief Financial Officer of FLYR Labs from September 2022 to November 2024 and Chief Financial Officer at 23andMe, Inc. from April 2018 to September 2022. Mr. Schoch served as the Chief Executive Officer of Miramax Films NY, LLC from March 2012 to January 2017, with overlapping service as Miramax’s Chief Financial Officer from January 2011 to January 2017. From 2001 to 2010, Mr. Schoch held various senior financial positions at Amgen, Inc., including Corporate Controller and divisional Financial Vice President. He served as the Executive Vice President and Chief Financial Officer of eToys, Inc. from January 1999 to April 2001. Prior to eToys, Inc., Mr. Schoch held a variety of financial positions in the media industry, including at The Walt Disney Company and the Times Mirror Company. Mr. Schoch holds a B.S. in Civil Engineering degree from Tufts University and a M.B.A. degree from the Tuck School of Business Administration, Dartmouth College. We believe Mr. Schoch’s extensive leadership and finance experience gives him the qualifications, attributes and skills to serve as a director. Dan Becker, M.D., Ph.D., will be appointed to our board of directors, effective as of the date of the Annual Meeting, provided, that he is duly elected at such Annual Meeting. He currently serves as a Managing Director at Access Biotechnology, the biopharmaceutical investing arm of Access Industries, a privately held US-based industrial group, since August 2019. Previously, Dr. Becker served as a Principal at New Leaf Venture Partners, a venture capital firm, from January 2015 to May 2019, and a Principal in the Health

  7. INFORMATION REGARDING DIRECTOR NOMINEES

    Care practice at the Boston Consulting Group, from August 2009 to January 2015. Dr. Becker trained clinically in internal medicine and nephrology at Brigham and Women’s Hospital and Massachusetts General Hospital, and was a Research Fellow at Harvard Medical School. Dr. Becker currently serves on the boards of directors of Acelyrin, Inc. (Nasdaq: SLRN), since September 2022, Areteia Therapeutics, Inc., since February 2024, Hemab ApS, since February 2023, Matchpoint Therapeutics, since April 2021, Khanda Therapeutics L.P., since December 2024, and Perfuse Therapeutics, since July 2020. Previously, Dr. Becker served on the boards of directors of public and private companies, including Mariana Oncology, from April 2021 to May 2024, Day One Biopharmaceuticals, Inc. (Nasdaq: DAWN), from December 2019 to May 2024, DTx Pharma, from February 2021 to July 2023, Principia Biopharma, Inc., from January 2017 to September 2020, and Pandion Therapeutics, Inc., from March 2020 to March 2021. He obtained both his M.D. and Ph.D. (Cellular and Molecular Biology) degrees from the University of Michigan, and received his B.S. in Physiology from the University of Illinois at Urbana-Champaign. We believe Dr. Becker ’s medical training and expertise in early-stage biotech companies gives him the qualifications, attributes and skills to serve as a director.

  8. Summary Compensation Table

    Summary Compensation Table

  9. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert Lisicki(4) Chief Executive Officer | 2024 | 537,751 | 316,461 | — | 5,805,389 | — | 6,659,601 | | Someit Sidhu(5)(6) Former Chief Executive Officer | 2024 | 148,415 | — | — | — | 863,138 | 1,011,553 | | | 2023 | 415,519 | 131,991 | — | 10,202,828 | — | 10,750,338 | | Kim Davis(7) Chief Operating Officer, Chief Legal Officer and Corporate Secretary | 2024 | 437,395 | 195,744 | — | 1,141,812 | 20,700 | 1,795,651 | | | 2023 | 425,000 | 274,250 | 2,580,076 | 1,580,520 | 7,438 | 4,867,284 | | Kiran Nistala(6) Chief Medical Officer and Head of Development | 2024 | 409,600 | 177,357 | — | 1,933,564 | 10,454 | 2,530,975 | | | 2023 | 14,769 | — | — | — | — | 14,769 |

  10. Summary Compensation Table

    (1) The amounts reported in this column for 2024 represent the total annual performance-based cash bonuses paid to our named executive officers for the year ending December 31, 2024. (2) The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our named executive officers during the relevant years, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column for 2024 are set forth in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The amounts reported in this column for 2024 for Ms. Davis and Dr. Nistala represent employer matching contributions to their respective 401(k) plan or UK workplace pension scheme during the year ending December 31, 2024. For Dr. Sidhu, the amounts reported in this column for 2024 reflect (a) compensation received by him in connection with the CEO Transition pursuant to the terms of his settlement agreement with the Company, as described below in the narrative to this Summary Compensation Table under the heading “Potential Payments Upon Termination or Change in Control,” which includes (i) a $140,760 cash payment in lieu of the notice required under his employment agreement with the Company, (ii) a $140,760 cash payment as compensation in connection with the CEO Transition, and (iii) a $281,520 cash severance payment; (b) a $14,490 cash payment as reimbursement for tax advice in connection with entering into the settlement agreement; and (c) fees paid to Dr. Sidhu for his service as a non-employee director following the CEO Transition in April 2024, which include (i) a $34,526 cash retainer and (ii) $251,082, which is the grant date fair value of the stock options granted to him for such service as a non-employee director, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of Dr. Sidhu’s non-employee director stock option reported in this column for 2024 are set forth in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Mr. Lisicki joined the Company as President and Chief Operating Officer, effective January 8, 2024. Effective April 8, 2024, Mr. Lisicki was promoted to the role of Chief Executive Officer and joined the Board as a non-independent director. (5) Dr. Sidhu transitioned from his role as the Company’s Chief Executive Officer, effective April 8, 2024, and continues to serve on the Board as a non-independent director. (6) The cash amounts reported in this table for Dr. Sidhu and Dr. Nistala for 2024 have been converted from GBP to USD using the average exchange rate for the year ended December 31, 2024 of 1 GBP = USD$1.28. (7) Ms. Davis was appointed Chief Operating Officer effective February 27, 2025.

  11. Base Salaries

    Base Salaries Our named executive officers receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. See “— Employment Arrangements with Our Named Executive Officers” for additional information. The following table sets forth the annual base salaries for our named executive officers for 2023 and 2024, at year end, or, in the case of Dr. Sidhu, the date of his termination as Chief Executive Officer:

  12. Base Salaries

    | Name | 2023 Base Salary Rate ($) | 2024 Base Salary Rate ($) | | Robert Lisicki(1) | — | 585,000 | | Someit Sidhu(2)(3) | 527,000 | 563,036 | | Kim Davis | 425,000 | 439,875 | | Kiran Nistala(3) | 396,800 | 409,600 |

  13. Base Salaries

    Mr. Lisicki joined the Company as President and Chief Operating Officer, effective January 8, 2024. Until his transition to Chief Executive Officer effective April 8, 2024, Mr. Lisicki’s annual base salary rate as President and Chief Operating Officer was $440,000. (2) Dr. Sidhu transitioned from his role as the Company’s Chief Executive Officer, effective April 8, 2024, and continues to serve on the Board as a non-independent director. (3) The amounts reported in this table for Dr. Sidhu and Dr. Nistala have been converted from GBP to USD using the average exchange rate for the year ended December 31, 2023 of 1 GBP = USD$1.24 and for the year ended December 31, 2024 of 1 GBP = USD$1.28.

  14. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding equity awards for each of our named executive officers as of December 31, 2024. All of the equity awards shown in the table below were granted under our 2023 Equity Incentive Plan (the “2023 Plan”).

  15. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Date Granted | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Robert Lisicki | 1/24/2024(2) | — | 600,000 | 3.98 | 1/24/2034 | — | — | | | 3/26/2024(2) | — | 400,000 | 3.98 | 3/26/2034 | — | — | | | 6/18/2024(3) | — | 1,050,000 | 3.38 | 6/18/2034 | — | — | | | 12/9/2024(4) | 19,500 | 97,500 | 2.76 | 12/9/2034 | — | — | | Someit Sidhu | 5/18/2023(5) | 1,700,000 | 250,000 | 0.01 | 5/18/2033 | — | — | | | 12/9/2024(4) | 19,500 | 97,500 | 2.76 | 12/9/2034 | — | — | | Kim Davis | 3/15/2023(2) | 94,666 | 111,881 | 1.20 | 3/15/2033 | — | — | | | 5/18/2023(6) | — | — | — | — | 369,286 | 923,215 | | | 6/18/2024(3) | — | 420,000 | 3.38 | 6/18/2034 | — | — | | Kiran Nistala | 1/24/2024(2) | 94,791 | 255,209 | 3.98 | 1/24/2034 | — | — | | | 6/18/2024(3) | — | 285,000 | 3.38 | 6/18/2034 | — | — |

  16. Outstanding Equity Awards at Fiscal Year-End Table

    (1) The amounts in this column represent the market value of the shares of our common stock underlying the stock awards as of December 31, 2024, based on the closing price of our common stock, as reported on Nasdaq, of $2.50 per share on December 31, 2024. (2) This option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the grant date and 2.083% of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. (3) This option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the grant date and the remaining 75% of the shares underlying the option vesting on quarterly basis thereafter, subject to continued service through each vesting date. (4) This option award, which was granted to Dr. Sidhu for his service as a non-employee director following the CEO Transition on April 8, 2024, vests in twelve equal monthly installments beginning on October 23, 2024; provided, that any remaining unvested portion of the option award will vest as of the day immediately preceding the Annual Meeting, subject to continued service as a director through each vesting date. (5) 1,700,000 of the shares subject to this option award vested as of July 24, 2024. 250,000 of the shares subject to this option will vest and become exercisable in equal tranches on each of the first, second and third anniversaries of April 8, 2024. (6) This RSU award vests over a period of four years with 25% of the RSUs subject to the award having vested on May 18, 2024 and 25% of the RSUs subject to the award vesting on each of the next three anniversaries of the grant date, subject to continued service through each vesting date. We may in the future, on an annual basis or otherwise, grant additional equity awards to our named executive officers pursuant to our 2023 Plan.

  17. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation.

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information regarding the compensation of our non-employee directors earned for service on our Board during the year ended December 31, 2024. Dr. Sidhu, our Founder and former Chief Executive Officer, was also a member of our Board in 2024. The compensation of Dr. Sidhu is set forth in the section titled “Executive Compensation — Summary Compensation Table.”

  19. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Amit Munshi | $87,125 | $251,082 | $338,207 | | Jennifer Jarrett | $56,125 | $251,082 | $307,207 | | Neil Graham | $54,125 | $251,082 | $305,207 | | Sandeep Kulkarni | $66,125 | $251,082 | $317,207 | | Steve Schoch | $64,125 | $251,082 | $315,207 | | Parvinder Thiara | $64,125 | $408,969 | $473,094 | | Arnout Ploos van Amstel | $54,125 | $410,206 | $466,331 |

  20. DIRECTOR COMPENSATION

    (1) The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our non-employee directors, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to our audited financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2) The following table provides information regarding the aggregate number of Class A ordinary shares underlying options and stock awards granted to our non-employee directors that were outstanding as of December 31, 2024:

  21. DIRECTOR COMPENSATION

    | Name | Stock Awards Outstanding at Year-End (#) | Option Awards Outstanding at Year-End (#) | | Amit Munshi | 374,995 | 1,553,373 | | Jennifer Jarrett | — | 137,406 | | Neil Graham | — | 137,406 | | Sandeep Kulkarni | — | 670,386 | | Steve Schoch | — | 137,406 | | Parvinder Thiara | — | 165,149 | | Arnout Ploos van Amstel | — | 165,149 |

  22. Narrative to Director Compensation Table

    Narrative to Director Compensation Table

  23. 2024 Director Compensation Program

    2024 Director Compensation Program Each non-employee director received the following compensation for service on our Board in 2024: • an annual cash retainer of $50,000 (plus an additional $25,000 for the non-executive chair of our Board), which was reduced to $40,000, effective as of October 23, 2024; • an additional annual cash retainer of $8,000, $6,000 and $6,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Governance Committee, respectively; an additional annual cash retainer of $16,000, $12,000 and $10,000 for service as chair (in lieu of the additional annual cash retainer for services as a member) of the Audit Committee, Compensation Committee and the Nominating and Governance Committee, respectively; an initial option grant to purchase 48,149 of our Class A ordinary shares on the date of each such non-employee director’s appointment to our Board; and • an annual option grant to purchase 117,000 of our Class A ordinary shares on the date of each of our annual shareholder meetings. We also reimburse all of our non-employee directors for their reasonable out of pocket expenses incurred in attending Board and committee meetings. Each of the option grants described above were granted under our 2023 Plan. Each initial option grant will vest and become exercisable subject to the director’s continuous service to us through each of the first three anniversaries of the date of grant or the next annual shareholder meeting. Each annual option grant will vest and become exercisable subject to the director’s continuous service to us through the first anniversary of the date of grant. The term of each option will be ten years, subject to earlier termination as provided in our 2023 Plan.

  24. 2025 Director Compensation Program

    2025 Director Compensation Program Our Board adopted a non-employee director compensation policy (“Non-Employee Director Policy”), effective April 1, 2025, that is applicable to each member of our board of directors who is not also serving as an employee or consultant. Pursuant to the Non-Employee Director Policy, each non-employee director will receive the following compensation for service on our Board: • an annual cash retainer of $40,000 for eligible directors; • an additional cash retainer of $25,000 for service as chair of the Board; • an annual cash retainer of $8,000, $6,000 and $6,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Governance Committee, respectively; and • an annual cash retainer of $16,000, $12,000 and $10,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating and Governance Committee, respectively. Each eligible director, will, upon the date of his or her initial election or appointment, be granted a stock option to purchase the lesser of (i) 51,000 Class A ordinary shares and (ii) the maximum number of Class A ordinary shares that would result in the option having a value of not more than $200,000 (the “Initial Option Grant”). Each Initial Option Grant will vest in a series of twelve (12) successive substantially equal monthly installments over the one-year period measured from the date of grant; provided, that any remaining unvested portion of the Initial Option Grant will vest as of the day immediately preceding the next annual general meeting. Additionally, on the date of each annual general meeting of shareholders, each eligible director will automatically be granted a stock option to purchase the lesser of (i) 51,000 Class A ordinary shares and (ii) the maximum number of Class A ordinary shares that would result in the option having a value of not more than $200,000 (the “Annual Option Grant”). Each Annual Option Grant will vest in a series of twelve (12) successive substantially equal monthly installments over the one-year period measured from the date of grant; provided, that any remaining unvested portion of the Annual Option Grant will vest as of the day immediately preceding the next annual general meeting. Each Annual Option Grant will be prorated for each eligible director who was first elected or appointed to the Board less than one year prior to the applicable annual general meeting, as follows: the number of shares underlying each Annual Option Grant shall be multiplied by a fraction, the numerator of which is the number of days between commencement of service as an eligible director and the date of such annual general meeting, and the denominator of which is 365. Each stock option described above will be granted under our 2023 Plan. The term of each stock option will be ten years from the grant date, subject to earlier termination as provided in the 2023 Plan, provided that upon a termination of continuous service other than for death or “cause” (as such term is defined in the 2023 Plan), the post-termination exercise period will be six (6) months from the date of termination. We will also reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.