DEF 14A of Entrada Therapeutics, Inc., Apr 25, 2025

DEF 14A of Entrada Therapeutics, Inc.

Filed Apr 25, 2025 · FY20240001104659-25-039000

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our board of directors currently consists of six members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the Class I directors are Dipal Doshi, Kush M. Parmar, M.D., Ph.D. and Mary Thistle, and their terms will expire at the Annual Meeting; • the Class II directors are Peter S. Kim, Ph.D. and Bernhardt Zeiher, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2026; and • the Class III director is Gina Chapman, and her term will expire at the annual meeting of stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Dipal Doshi, Kush M. Parmar, M.D., Ph.D. and Mary Thistle for election as the Class I directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. Our board of directors has adopted the Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, which provide that, in evaluating a director candidate, our nominating and corporate governance committee will consider a candidate’s character, integrity, judgment, diverse personal background, perspective and experience, independence, skills, education, expertise, conflicts of interest, among other factors. In addition to the information presented below regarding each of the nominee’s and continuing director’s specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that they should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.

  2. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of April 14, 2025.

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with Entrada | Director Since | Age | | Dipal Doshi | Chief Executive Officer, Director | 2017 | 49 | | Kush M. Parmar, M.D., Ph.D. | Board Chairman, Director | 2016 | 44 | | Mary Thistle | Director | 2021 | 65 |

  4. Nominees for Election as Class I Directors

    Dipal Doshi, has served as our Chief Executive Officer and as a member of our board of directors since August 2017, and as our President from August 2017 to January 2024. Prior to joining us, from July 2014 to August 2017, Mr. Doshi served as Chief Business Officer at Amicus Therapeutics Inc., a publicly traded global biotechnology company focused on rare diseases, where he led the company’s business and corporate development, global strategy, new product planning and commercial planning functions. Previously, from 2008 to 2013, Mr. Doshi served as Senior Vice President at a New York-based healthcare private equity fund. From 2005 to 2008, Mr. Doshi held corporate development and operating roles at Catalent Pharma Solutions (now Catalent, Inc.). He was also a member of Merrill Lynch’s Investment Banking Group. Mr. Doshi serves on the boards of directors of Azenta, Inc., a publicly traded global provider of life sciences solutions, since January 2025, and āshibio, Inc., a privately held, clinical-stage biotechnology company, since September 2024. He is also a Fellow of the Aspen Institute and on the board of advisors of Life Science Cares Boston. Mr. Doshi received his M.B.A. from The Wharton School of the University of Pennsylvania and his B.A. from Rutgers University. We believe that Mr. Doshi is qualified to serve on our board of directors because of his considerable qualifications, attributes and skills, including his experience in leadership roles in the biopharmaceutical industry. Kush M. Parmar, M.D., Ph.D., has served as a member of our board of directors since October 2016 and, as Chairman since December 2020. Dr. Parmar is Managing Partner at 5AM Venture Management LLC (“5AM”), an early-stage venture capital firm focused on the life sciences, where he has been employed since 2010. Prior to joining 5AM, from 2002 to 2010, Dr. Parmar was at Harvard Medical School, where he was an NIH-sponsored M.D./Ph.D. physician scientist fellow in the joint Harvard-MIT Health Sciences and Technology Program. Dr. Parmar currently serves on the board of directors of Syngene International Ltd., an integrated research, development, and manufacturing services company. He also serves as member of the scientific advisory boards of Harvard Medical School, Penn Medicine, Princeton University’s Department of Molecular Biology, and the Grace Science Foundation, and is a fellow of the Society of Kauffman Fellows. Dr. Parmar previously served on the boards of directors of numerous publicly traded and privately held biotechnology companies, including 5:01 Acquisition Corp., a publicly traded special purpose acquisition company, from September 2020 to October 2022, Homology Medicines, Inc., a publicly traded genetic medicines company, from March 2015 to September 2022, Akouos Inc., a publicly traded precision genetic medicine company, from October 2017 to December 2022, Vor Biopharma Inc., a publicly traded cell therapy company, from July 2020 to April 2023, and RallyBio Corp., a publicly traded biotechnology company, from April 2018 to October 2024. Dr. Parmar received a B.A. in Molecular Biology and Medieval Studies from Princeton University, a Ph.D. in Experimental Pathology from Harvard University, and an M.D. from Harvard Medical School. We believe that Dr. Parmar’s experience in the life sciences industry, his experience as a venture capitalist and senior executive, as well as his service on the boards of directors of numerous companies provide him with the qualifications to serve as a director of our company. Mary Thistle, has served as a member of our board of directors since May 2021. Previously, Ms. Thistle served as Chief of Staff from 2018 to 2020 and Special Advisor from 2020 to 2022 to the Bill & Melinda Gates Medical Research Institute, a non-profit biotech organization. Prior to this, she held senior leadership positions at Dimension Therapeutics, Inc., a gene therapy company, including Chief Operating Officer from 2016 to 2017 and Chief Business Officer from 2015 to 2016. Prior to joining Dimension Therapeutics, Inc., Ms. Thistle held various leadership positions at Cubist Pharmaceuticals, Inc., a biopharmaceutical company, including Senior Vice President, Business Development from 2014 to 2015, Vice President, Business Development from 2012 to 2013 and Senior Director, Business Development from 2009 to 2012. Ms. Thistle currently serves as a member of the boards of directors of Cullinan Therapeutics, Inc., a publicly traded biotechnology company, Q32 Bio Inc. (formerly Homology Medicines, Inc.), a publicly traded biotechnology company, Vigil Neuroscience, Inc., a publicly traded biopharmaceutical company, as well as on the boards of several private companies. Ms. Thistle previously served on the board of directors of Alaunos Therapeutics, Inc. (formerly known as Ziopharm Oncology, Inc.), a publicly traded biopharmaceutical company, from November 2020 to December 2023. Ms. Thistle received a B.S. in Accounting from the University of Massachusetts. We believe that Ms. Thistle is qualified to serve on our board of directors due to her finance background and industry experience. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 14, 2025.

  6. Directors Continuing in Office

    | Name | Position and Offices Held with Entrada | Director Since | Class and Year in Which Term Will Expire | Age | | Peter S. Kim, Ph.D. | Director | 2020 | Class II – 2026 | 66 | | Bernhardt Zeiher, M.D. | Director | 2023 | Class II – 2026 | 61 | | Gina Chapman | Director | 2023 | Class III – 2027 | 58 |

  7. Class II Directors (Term Expires at 2026 Annual Meeting)

    Class II Directors (Term Expires at 2026 Annual Meeting) Peter S. Kim, Ph.D., has served as a member of our board of directors since December 2020. Since 2014, Dr. Kim is the Virginia & D.K. Ludwig Professor of Biochemistry at Stanford University School of Medicine and an Institute Scholar of Stanford ChEM-H. Prior to his current role in academia, he was President of Merck Research Laboratories from 2003 to 2013 and oversaw development of more than 20 new medicines and vaccines, including JANUVIA, the first DPP 4 inhibitor for type 2 diabetes; GARDASIL, the first vaccine for the prevention of cervical cancer; ISENTRESS, the first HIV-1 integrase inhibitor; ZOSTAVAX, the first vaccine for the prevention of shingles; and KEYTRUDA, the first FDA approved PD-1 immune checkpoint inhibitor for the treatment of cancer. Earlier, he was Professor of Biology at MIT, Member of the Whitehead Institute and an HHMI Investigator, where he discovered a salient component of how proteins cause viral membranes to fuse with cells, designed novel compounds to stop membrane fusion by HIV-1, and pioneered efforts to create an AIDS vaccine based on similar principles. He is a member of the National Academy of Sciences, the National Academy of Medicine and the National Academy of Engineering. Dr. Kim received a B.A. in Chemistry from Cornell University and a Ph.D. in Biochemistry from Stanford University. We believe that Dr. Kim is qualified to serve as a member of our board of directors because of his scientific background and his extensive experience in the life sciences industry. Bernhardt Zeiher, M.D., has served as a member of our board of directors since April 2023. Dr. Zeiher previously held senior leadership positions at Astellas Pharma Inc. (“Astellas Pharma”), a publicly traded global pharmaceutical company, including Chief Medical Officer from April 2019 to 2022; Chief Medical Officer and President of Development from April 2018 to April 2019; and President of Development from 2015 to April 2018. Prior to joining Astellas Pharma, Dr. Zeiher held various leadership positions at Pfizer, Inc. (“Pfizer”), a global pharmaceutical company, including Vice President, Inflammation Disease Area Lead from 2009 to 2010 and Executive Director, Inflammation and Pain Clinical Development from 2006 to 2009. Before joining Pfizer, Dr. Zeiher held various leadership positions at Eli Lilly and Company, a global pharmaceutical company, including Medical Director from 2002 to 2005 and Head, Critical Care Clinical Research from 2001 to 2002. Dr. Zeiher also worked as an Associate Medical Director at Merck & Co. Inc. from 1998 to 2000. In addition to his leadership roles in the pharmaceutical industry, Dr. Zeiher also has served as a member of the boards of directors of Amylyx Pharmaceuticals, Inc., a publicly traded clinical-stage biopharmaceutical company, since March 2024 and Abeona Therapeutics Inc., a publicly traded clinical-stage biopharmaceutical company, since August 2024. Previously, Dr. Zeiher served as a member of the boards of directors for TransCelerate BioPharma Inc. from 2014 to 2022 and the Biotechnology Innovation Organization from 2019 to 2021. Dr. Zeiher received a B.S. in Biology from the University of Toledo, earned his Doctor of Medicine at the Case Western Reserve University School of Medicine, and completed an internal medicine residency at University Hospitals of Cleveland as well as a fellowship in Pulmonary and Critical Care Medicine at University of Iowa Hospitals and Clinics. He is also a Fellow in the American College of Physicians and the American College of Chest Physicians. We believe that Dr. Zeiher is qualified to serve on our board of directors due to his experience as a senior executive in the pharmaceutical industry, as well as his service on the boards of directors of several organizations.

  8. Compensation Committee

    Compensation Committee Kush M. Parmar, M.D., Ph.D., Mary Thistle and Bernhardt Zeiher, M.D., serve on the compensation committee, which is chaired by Kush M. Parmar, M.D., Ph.D. Our board of directors has determined that each member of the compensation committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2024, the compensation committee met six (6) times. The compensation committee’s responsibilities include: • annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer; • evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation: (i) reviewing and approving the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans; • reviewing and approving the compensation of our other executive officers, and at the discretion of the compensation committee, other members of senior management; • reviewing and establishing our overall management compensation philosophy and policy; • overseeing and administering our compensation and similar plans; • reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules; • retaining and approving the compensation of any compensation advisors; • reviewing and recommending to the board of directors our policies and procedures for the grant of equity-based awards; • reviewing and approving grants and awards under incentive-based compensation plans and equity-based plans, in each case consistent with the terms of such plans; • reviewing and recommending to the board of directors the compensation of our directors, including compensation under any equity-based plans; and • preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement or annual report on Form 10-K. The compensation committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members to carry out its responsibilities. For example, to the extent permitted by applicable law and the provisions of a given equity-based plan, the compensation committee may delegate to a committee consisting of one or more officers of the Company, including our Chief Executive Officer, the power and authority to grant certain equity awards under our 2021 Stock Option and Incentive Plan (the “2021 Plan”) to new hires of the Company and existing officers or employees of the Company who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and are not members of such subcommittee, in connection with promotions, market adjustments, employee recognition or retention, in each case, subject to certain limitations.

  9. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION Effective December 31, 2024, we no longer qualify as a “smaller reporting company,” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and, commencing with our Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2025, we may no longer take advantage of reduced disclosure and reporting requirements applicable to smaller reporting companies. However, we continue to qualify as an “emerging growth company” and may take advantage of the reduced disclosure and reporting requirements applicable to emerging growth companies. This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during our fiscal year 2024, and our next two most highly compensated executive officers in respect of their service to our company for the fiscal year ended December 31, 2024. We refer to these individuals as our named executive officers. The compensation provided to our named executive officers for the fiscal year ended December 31, 2024, is detailed in the “2024 Summary Compensation Table” and accompanying footnotes and narrative that follow. Our named executive officers for the fiscal year ended December 31, 2024, are: • Dipal Doshi, our Chief Executive Officer; • Natarajan Sethuraman, Ph.D., our President of Research and Development; and • Nathan J. Dowden, our President and Chief Operating Officer. To date, the compensation of our named executive officers has consisted of a combination of base salary, cash bonuses and long-term incentive compensation in the form of stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”). Our named executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans. Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. In 2024, the compensation committee retained the services of Pay Governance, as its external compensation consultant and the board of directors and the compensation committee considered Pay Governance’s input on certain compensation matters as they deemed appropriate. Pay Governance assisted in developing a group of peer companies to help us determine overall compensation for our executive officers and non-employee directors, as well as to assess each separate element of compensation. The goal was to ensure that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and aligned with our business and executive talent requirements. We do not believe the retention of, and the work performed by, Pay Governance creates any conflict of interest because Pay Governance performs no other work for our company besides advising the compensation committee.

  10. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2024 and December 31, 2023.

  11. 2024 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Dipal Doshi Chief Executive Officer | 2024 | 610,000 | 1,437,531 | 1,494,662 | 335,510 | 13,800 | 3,891,503 | | | 2023 | 585,000 | 1,373,319 | 1,393,934 | 370,013 | 13,200 | 3,735,466 | | Natarajan Sethuraman Ph. D. President of Research and Development | 2024 | 493,232 | 605,493 | 630,015 | 221,980 | 11,980 | 1,962,700 | | | 2023 | 456,501 | 392,772 | 398,384 | 224,598 | 13,200 | 1,485,455 | | Nathan J. Dowden President and Chief Operating Officer | 2024 | 480,000 | 1,278,263 | 472,615 | 216,010 | 13,800 | 2,460,688 | | | 2023 | 456,501 | 392,772 | 398,384 | 224,598 | 13,200 | 1,485,455 |

  12. 2024 Summary Compensation Table

    The amounts reported in the Stock Awards and Option Awards columns above represent the aggregate grant date fair value of the RSUs, PSUs and stock options awarded to the named executive officers during the 2024 and 2023 fiscal years, calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs, PSUs and stock options reported in this column are set forth in Note 8 of our Annual Report on Form 10-K filed with the SEC on February 27, 2025. The amounts reported in this column reflect the accounting cost for these PSUs, RSUs and stock option awards and does not correspond to the actual economic value that may be received by the named executive officers upon the vesting of the PSUs, RSUs and stock options or any sale of the shares. The PSU awards are valued at probable achievement as of the date of the grant. If the PSU awards granted during 2024 were valued at maximum, the amounts included in the Stock Awards column with respect to the PSU awards would be: Mr. Doshi; $1,486,000, Dr. Sethuraman; $1,188,800, and Mr. Dowden; $445,800. The amount reported represents annual bonuses paid for performance during the year ended December 31, 2024 and December 31, 2023, respectively, and that are based on achievement of certain Company performance metrics. (3) The amount reported represents the employer matching contribution to the executive’s 401(k) plan contributions during the relevant year.

  13. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  14. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Options Awards | | | | | | Name | Vesting Commencement Date(1) | Number Of Securities Underlying Unexercised Options (#) Exercisable(2) | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Dipal Doshi | 12/31/2018 | 399,989 | — | 1.74 | 5/14/2029 | | | 8/12/2020 | 140,362 | — | 2.10 | 12/16/2030 | | | 3/30/2021 | 312,750 | — | 8.47 | 5/19/2031 | | | 8/2/2021 | 82,920 | — | 12.52 | 8/2/2031 | | | 10/28/2021(3) | 146,317 | 38,504 | 20.00 | 10/27/2031 | | | 3/1/2022 | 124,781 | 56,719 | 11.57 | 3/1/2032 | | | 7/1/2022 | 54,828 | 35,922 | 12.00 | 7/1/2032 | | | 3/1/2023 | 32,922 | 42,328 | 12.25 | 3/1/2033 | | | 9/1/2023 | 23,516 | 51,734 | 15.41 | 9/1/2033 | | | 3/1/2024 | — | 158,500 | 13.73 | 3/1/2034 | | Natarajan Sethuraman | 3/4/2019 | 68,312 | — | 1.74 | 3/5/2029 | | | 8/12/2020 | 10,284 | — | 2.10 | 12/16/2030 | | | 3/30/2021 | 96,377 | — | 8.47 | 5/19/2031 | | | 8/2/2021 | 4,146 | — | 12.52 | 8/2/2031 | | | 10/28/2021(3) | 192,881 | 50,758 | 20.00 | 10/27/2031 | | | 3/1/2022 | 47,798 | 21,727 | 11.57 | 3/1/2032 | | | 7/1/2022 | 21,003 | 13,760 | 12.00 | 7/1/2032 | | | 3/1/2023 | 9,406 | 12,094 | 12.25 | 3/1/2033 | | | 9/1/2023 | 6,719 | 14,781 | 15.41 | 9/1/2033 | | | 3/1/2024 | — | 66,800 | 13.73 | 3/1/2034 | | Nathan Dowden | 12/10/2019 | 64,831 | — | 1.74 | 12/10/2029 | | | 8/12/2020 | 46,117 | — | 2.10 | 12/16/2030 | | | 3/30/2021 | 82,973 | — | 8.47 | 5/19/2031 | | | 8/2/2021 | 4,146 | — | 12.52 | 8/2/2031 | | | 10/28/2021(3) | 75,326 | 19,822 | 20.00 | 10/27/2031 | | | 3/1/2022 | 46,458 | 21,117 | 11.57 | 3/1/2032 | | | 7/1/2022 | 20,414 | 13,374 | 12.00 | 7/1/2032 | | | 3/1/2023 | 9,406 | 12,094 | 12.25 | 3/1/2033 | | | 9/1/2023 | 6,719 | 14,781 | 15.41 | 9/1/2033 | | | 3/1/2024 | — | 50,100 | 13.73 | 3/1/2034 |

  15. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Unless otherwise noted, 25% of the shares subject to each option award vest upon the first anniversary of the vesting commencement date, with the remainder vesting in 36 equal monthly installments thereafter, such that the award is fully vested as of the fourth anniversary of the vesting commencement date, subject to the named executive officer’s continuous service relationship through each such date. Each stock option granted prior to our IPO in October 2021 has an early exercise feature. In the event of an early exercise, all options exercised that are still subject to vesting conditions are treated as restricted stock until those vesting conditions are met. In the event of a termination of the named executive’s officer service prior to meeting the vesting conditions, we have the right to repurchase any unvested shares at the original purchase price, such that each option shall be immediately exercisable, subject to the Company’s right of repurchase of unvested shares upon termination of service. This award vests in 48 equal monthly installments.

  16. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | | | | Name | Vesting Commencement Date(1) | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | Dipal Doshi | 3/1/2022 | 15,125 | 261,511 | — | — | | | 9/1/2022 | 7,562 | 130,747 | — | — | | | 3/1/2023 | 37,237 | 643,828 | — | — | | | 9/1/2023 | 37,237 | 643,828 | — | — | | | 3/1/2024 | 104,700 | 1,810,263 | — | — | | | 9/11/2024(2) | — | — | 100,000 | 1,729,000 | | Natarajan Sethuraman | 3/1/2022 | 5,794 | 100,178 | — | — | | | 9/1/2022 | 2,897 | 50,089 | — | — | | | 3/1/2023 | 10,650 | 184,139 | — | — | | | 9/1/2023 | 10,650 | 184,139 | — | — | | | 3/1/2024 | 44,100 | 762,489 | — | — | | | 9/11/2024(3) | — | — | 80,000 | 1,383,200 | | Nathan Dowden | 3/1/2022 | 5,631 | 97,360 | — | — | | | 9/1/2022 | 2,816 | 48,689 | — | — | | | 3/1/2023 | 10,650 | 184,139 | — | — | | | 9/1/2023 | 10,650 | 184,139 | — | — | | | 3/1/2024 | 33,100 | 572,299 | — | — | | | 3/1/2024(3) | 60,000 | 1,037,400 | — | — | | | 9/11/2024(2) | — | — | 30,000 | 518,700 |

  17. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Unless otherwise noted, each restricted stock unit award vests over four years in equal annual installments, subject to the named executive officer’s continuous service relationship through each date. (2) This award will vest upon achievement of certain clinical milestones and continued employment thereafter. Amounts reported represent the number of shares that may be earned at achievement. (3) 50% of this award will vest on March 1, 2026 and the remaining 50% will vest on March 1, 2027, subject to the named executive officer’s continuous service relationship through each date.

  18. Director Compensation

    Director Compensation The following table presents the total compensation paid by the Company to members of our board of directors during the fiscal year ended December 31, 2024. Mr. Doshi, our Chief Executive Officer, does not receive any compensation from the Company for his service on our board of directors. See the section titled “Executive and Director Compensation” for more information on the compensation paid to or earned by Mr. Doshi as an employee for the year ended December 31, 2024.

  19. Director Compensation

    | | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Peter S. Kim(2) | 40,000 | 176,202 | — | 216,202 | | Mary Thistle(3) | 60,549 | 176,202 | — | 236,751 | | Kush M. Parmar(4) | 97,148 | 176,202 | — | 273,350 | | Bernhardt Zeiher(5) | 44,549 | 176,202 | — | 220,751 | | Gina Chapman(6) | 51,775 | 176,202 | — | 227,977 |

  20. Director Compensation

    (1) The amount reported represents the aggregate grant date fair value of stock options awarded to our non-employee directors during the 2024 fiscal year, calculated in accordance with FASB, ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option reported in this column are set forth in Note 8 in our Annual Report on Form 10-K filed with the SEC on February 27, 2025. The amount reported in this column reflects the accounting cost for these stock option awards and does not correspond to the actual economic value that may be received by the directors upon the vesting of the stock options or any sale of the shares. (2) As of December 31, 2024, Dr. Kim held unexercised stock options to purchase 43,918 shares, and 885 shares of unvested restricted stock, which were acquired upon the early exercise of options. (3) As of December 31, 2024, Ms. Thistle held outstanding and unexercised stock options to purchase 102,440 shares. (4) As of December 31, 2024, Dr. Parmar held outstanding and unexercised stock options to purchase 67,470 shares. (5) As of December 31, 2024, Dr. Zeiher held outstanding and unexercised stock options to purchase 48,000 shares. (6) As of December 31, 2024, Ms. Chapman held outstanding and unexercised stock options to purchase 48,000 shares.

  21. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors adopted a non-employee director compensation policy that became effective upon consummation of our IPO and was subsequently amended and restated in March 2023 and June 2024. This policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the current policy, each director who is not an employee will be paid cash compensation as set forth below:

  22. Non-Employee Director Compensation Policy

    | Position | Annual Retainer | | Board of Directors: | | | Members | $40,000 | | Additional Retainer for chair | $30,000 |

  23. Non-Employee Director Compensation Policy

    | Position | Annual Retainer | | Audit Committee: | | | Members (other than chair) | $7,500 | | Retainer for chair | $15,000 | | Compensation Committee: | | | Members (other than chair) | $6,000(1) | | Retainer for chair | $12,000(2) | | Nominating and Corporate Governance Committee: | | | Members (other than chair) | $4,500(3) | | Retainer for chair | $9,000(4) |

  24. Non-Employee Director Compensation Policy

    The Annual Retainer for members of the compensation committee was increased by the board of directors in June 2024 from $5,000 to $6,000. (2) The Annual Retainer for the chair of the compensation committee was increased by the board of directors in June 2024 from $10,000 to $12,000. (3) The Annual Retainer for members of the nominating and corporate governance committee was increased by the board of directors in June 2024 from $4,000 to $4,500. (4) The Annual Retainer for the chair of the nominating and corporate governance committee was increased by the board of directors in June 2024 from $8,000 to $9,000. In addition, the current non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted an option to purchase shares of our common stock in the amount of the lesser of (x) a Value (as defined below) of $500,000 and (y) an option to purchase 32,000 shares of our common stock (the “Initial Grant”). The Initial Grant will vest in equal monthly installments over three years, subject to continued service through the applicable vesting date. Furthermore, on the date of each of our annual meetings of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an option to purchase shares of our common stock in the amount of the lesser of (x) a Value (as defined below) of $250,000 and (y) an option to purchase 16,000 shares of our common stock (the “Annual Grant”). The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the company, or upon the death or disability of the non-employee director. For purposes of the non-employee director compensation policy, “Value” shall mean the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by us for calculating the fair value of options under ASC 718. The grant date fair value of all equity awards and all other cash compensation paid by us to any non-employee director in any calendar year for services as a non-employee director shall not exceed $750,000; provided, however, that such amount shall be $1,200,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the board of directors. We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors for their attendance at meetings of our board of directors or any committee thereof.