DEF 14A of ArriVent BioPharma, Inc., Apr 28, 2025

DEF 14A of ArriVent BioPharma, Inc.

Filed Apr 28, 2025 · FY20240001104659-25-040214

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Our amended and restated certificate of incorporation and amended and restated bylaws provide that our business is to be managed by or under the direction of our board of directors. Our board of directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our board of directors currently consists of eight members, classified into three classes as follows: (1) Kristine Peterson, Zhengbin (Bing) Yao, Ph.D. and Carl L. Gordon, Ph.D., CFA constitute a class with a term ending at the 2025 annual meeting; (2) James Healy, M.D., Ph.D., John Hohneker, M.D. and Stuart Lutzker, M.D., Ph.D. constitute a class with a term ending at the 2026 annual meeting; and (3) Chris Nolet and Merdad Parsey, M.D., Ph.D. constitute a class with a term ending at the 2027 annual meeting. In April 2025, our board of directors accepted the recommendation of the nominating committee and voted to nominate Kristine Peterson and Zhengbin (Bing) Yao, Ph.D. for election at the annual meeting for a term of three years to serve until the 2028 annual meeting of stockholders, and until their respective successors have been elected and qualified. Carl L. Gordon, Ph.D., CFA, notified our board of directors of his decision not to stand for re-election to the board of directors at the end of his current term at the 2025 annual meeting. Dr. Gordon’s decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Set forth below are the names of the persons nominated for election as directors and those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of April 28, 2025. Additionally, information about the specific experience, qualifications, attributes or skills that led to our board of directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

  2. Our Board of Directors

    | Name | Age | Position | | Zhengbin (Bing) Yao, Ph.D. | 59 | Chief Executive Officer and Chairman of Board | | Stuart Lutzker, M.D., Ph.D. | 64 | President, Research and Development and Director | | Carl L. Gordon, Ph.D., CFA | 60 | Director | | James Healy, M.D., Ph.D.(1)(3) | 60 | Director | | John Hohneker, M.D.(2)(3) | 65 | Director | | Chris W. Nolet(1)(3) | 68 | Director | | Merdad Parsey, M.D., Ph.D.(2) | 62 | Director | | Kristine Peterson(1)(2) | 65 | Lead Independent Director |

  3. Our Board of Directors

    (1) Member of the audit committee. (2) Member of the compensation committee. (3) Member of the nominating and corporate governance committee. Our nominating and corporate governance committee and our board of directors may consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or national origin. We have no formal policy regarding board diversity. Our nominating and corporate governance committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experiences and expertise relevant to our growth strategy. Zhengbin (Bing) Yao, Ph.D. has served as a member of our board of directors since June 2021. Dr. Yao brings more than 20 years’ experience in the biopharmaceutical industry. Dr. Yao is currently our Chief Executive Officer and Chairman and a co-founder of ArriVent BioPharma. Previously, Dr. Yao served as Chief Executive Officer of Viela Bio, Inc., a clinical-stage biotechnology company focused on autoimmune and severe inflammatory diseases, from February 2018 and as Chairman of its board of directors from January 2019, until it was acquired by Horizon Therapeutics plc for $3.1 billion in March 2021. From October 2010 to February 2018, Dr. Yao served as Senior Vice President, Head of Respiratory, Inflammation, Autoimmune iMED at MedImmune. Dr. Yao also served as Senior Vice President, Head of Immuno-Oncology Franchise, of AstraZeneca plc. Prior to his tenure at MedImmune and AstraZeneca, Dr. Yao served as Head of PTL for Immunology, Infectious Diseases, Neuroscience, and Metabolic Disease of Genentech. Previously, Dr. Yao was Vice President and Head of Research of Tanox, Inc., before it was acquired by Genentech in 2007. Dr. Yao serves on the board of directors of Alumis Inc., a public biotechnology company, and several private biotechnology companies. Dr. Yao received his M.S. in Immunology from Anhui Medical University in Anhui, China and his Ph.D. in Microbiology and Immunology from the University of Iowa. We believe that Dr. Yao’s qualifications to serve on our board of directors include his significant experience in the biopharmaceutical industry, including serving in leadership positions at multiple public biotechnology companies, and his experience serving as a chief executive officer of publicly-traded biotechnology companies. Stuart Lutzker, M.D., Ph.D. has served as a member of our board of directors since June 2021. Dr. Lutzker is our co-founder and President, Research and Development, and has served in this role since February 2022. Previously, Dr. Lutzker served as our Chief Medical Officer from June 2021 to February 2022. Dr. Lutzker joined us after a productive 17-year career at Genentech from April 2004 to March 2021, where he was Vice President and Head of Oncology, Early Clinical Development for 12 years and oversaw the early clinical phase development of Kadcyla®, Polivy®, Venclexta®, Cotellic® Lunsumio® and Tecentriq®, among others. Dr. Lutzker received his bachelor’s degree in chemistry from Columbia University, and his M.D. and Ph.D. in biochemistry from Columbia University. We believe Dr. Lutzker is qualified to serve on our board of directors due to his significant experience in the biopharmaceutical industry, particularly in oncology drug development. Carl L. Gordon, Ph.D., CFA has served as a member of our board of directors since December 2022. Dr. Gordon is a Managing Partner at OrbiMed Advisors LLC, an investment firm. Dr. Gordon currently serves on the boards of directors of several public companies, including Compass Therapeutics Inc., Keros Therapeutics Inc., Lomond Therapeutics Holdings, Inc., and MBX Biosciences, Inc., as well as several private companies. Dr. Gordon previously served on the boards of directors of several companies, including Adicet Bio, Inc., Gemini Therapeutics Inc., (which merged with Disc Medicine, Inc.), Kinnate Biopharma, Inc., ORIC Pharmaceuticals, Inc., Prevail Therapeutics Inc., Terns Pharmaceuticals, Inc., Theseus Pharmaceuticals, Inc., and Turning Point Therapeutics, Inc. Dr. Gordon received a B.A. in Chemistry from Harvard College, a Ph.D. in Molecular Biology from the Massachusetts Institute of Technology, and was a Fellow at The Rockefeller University. We believe that Dr. Gordon is qualified to serve on our board of directors due to his scientific expertise, extensive business experience, and experience in venture capital and the life sciences industry. James Healy, M.D., Ph.D. has served as a member of our board of directors since March 2023. Dr. Healy has been a general partner at Sofinnova Investments, Inc., formerly Sofinnova Ventures, a biotechnology investment firm, since June 2000. Prior to June 2000, Dr. Healy held various positions at Sanderling Ventures, a venture capital firm, Bayer Healthcare Pharmaceuticals, as successor to Miles Laboratories, a research based pharmaceutical company, and ISTA Pharmaceuticals, Inc., a company specializing in ophthalmic pharmaceutical products. Dr. Healy is currently on the board of directors of Natera, Inc., a diagnostics company, Y-mAbs, an oncology biologics development company, and BioAge Labs, Inc., a clinical-stage biopharmaceutical company, as well as several private companies. Dr. Healy has previously served on the boards of directors of Ascendis Pharma A/S, Amarin Corporation, Auris Medical Holding AG, CinCor Pharma Inc., Coherus BioSciences, Inc., Edge Therapeutics, Inc., Hyperion Therapeutics, Inc., InterMune, Inc., Iterum Therapeutics plc, Anthera Pharmaceuticals, Inc., Durata Therapeutics, Inc., CoTherix, Inc., Movetis NV, NuCana plc, ObsEva SA, Bolt Therapeutics, Inc., and Karuna Therapeutics Inc; and several private companies, as well as on the board of the National Venture Capital Association and the board of the Biotechnology Industry Organization. Dr. Healy holds a Bachelor of Arts in Molecular Biology and in Scandinavian Studies from the University of California at Berkeley, and an M.D. and Ph.D. in Immunology from Stanford University School of Medicine. We believe that Dr. Healy is qualified to serve on our board of directors due to his extensive scientific expertise, investment experience, and experience in venture capital and the life sciences industry.

  4. Our Board of Directors

    John Hohneker, M.D. has served as a member of our board of directors since May 2024. Dr. Hohneker served as President and Chief Executive Officer of Anokion SA, a Swiss biotechnology company, from January 2018 to February 2021. Prior to Anokion SA, he led Research and Development at Forma Therapeutics (“Forma”), a biotechnology company, from August 2015 to January 2018. Prior to Forma, Dr. Hohneker held various leadership roles during his 14 years at Novartis AG, from 2001 to 2015, where he most recently served as Senior Vice President and Global Head of Development, Immunology and Dermatology. Dr. Hohneker also currently serves on the board of directors for the following companies: Carisma Therapeutics, Inc. (Nasdaq: CARM), a publicly traded biotechnology company focused on discovering and developing innovative immunotherapies; Curis, Inc. (Nasdaq: CRIS), a publicly traded biotechnology company focused on the development and commercialization of innovative therapeutics for the treatment of cancer; Trishula Therapeutics, a private clinical-stage biotechnology company targeting cancer immunotherapy; and Artios LTD, a private clinical-stage biotechnology company focused on DNA repair mechanisms. Dr. Hohneker received a bachelor’s degree in chemistry from Gettysburg College and a medical degree from the University of Medicine and Dentistry of New Jersey at Rutgers Medical School. He completed his internal medicine internship and residency and his medical oncology fellowship at the University of North Carolina at Chapel Hill. We believe that Dr. Hohneker’s experience as a senior executive, including as Chief Executive Officer, of other biotechnology companies qualify him to serve on our board of directors. Chris W. Nolet has served as a member of our board of directors since September 2023. Mr. Nolet has over 40 years of experience in various leadership roles in the audit profession and in the life sciences industry. Mr. Nolet was an audit partner at Ernst & Young LLP (EY), a professional services firm, from November 2001 to June 2019. While at EY, Mr. Nolet led the West EY Life Sciences Industry Group. He served on both the Executive Committee and Finance Committee (Chair) of the California Life Sciences industry association (and its predecessors) from 2000 to February 2024. Mr. Nolet was also a member of the Finance & Investment Committee and Emerging Companies Section of BIO (the Biotechnology Innovation Organization). Prior to EY, Mr. Nolet was a partner at PricewaterhouseCoopers LLP from 1991 to 2001. Mr. Nolet has served on the board of directors of Jasper Therapeutics, Inc. since September 2021. Mr. Nolet previously served on the board of directors of Revance Therapeutics, Inc. from July 2019 to February 2025 and was on the board of directors of PolarityTE, Inc. from April 2020 to January 2023. He previously served on the board of directors of Ambrx Biopharma Inc. from January 2021 to November 2021. Mr. Nolet also served on the board of directors of Viela Bio, Inc. from August 2019 until it was acquired in March 2021. Mr. Nolet holds a B.S. in Accounting from San Diego State University and is a retired Certified Public Accountant in California. We believe that Mr. Nolet is qualified to serve on our board of directors due to his experience working with dozens of life sciences companies ranging from growing venture-capital backed start-ups to Fortune 100 companies, and his financial expertise as a former audit partner and retired California Certified Public Accountant. Merdad Parsey, M.D., Ph.D. has served as a member of our board of directors since April 2025. From November 2019 to April 2025, Dr. Parsey served as executive vice president and chief medical officer at Gilead Sciences, Inc. Dr. Parsey joined Genentech, Inc. in 2006, initially leading the respiratory group and subsequently overseeing early clinical development for the immunology, tissue growth and repair portfolio in 2008. He served as chief executive officer of 3-V Biosciences, now Sagimet Biosciences, from 2010 to 2015, and he has served on their board of directors since 2010. From October 2015 to November 2019, Dr. Parsey served as senior vice president of early clinical development at Genentech, Inc. Dr. Parsey received his B.S. in microbiology and biochemistry at the University of Maryland, his M.D. and Ph.D. in immunology at the University of Maryland at Baltimore. He completed his internal medicine residency at Stanford University and his pulmonary and critical care fellowship at the University of Colorado. He was assistant professor of medicine and director of critical care medicine at the NYU School of Medicine and has been in clinical development roles at Merck & Co., Inc., Regeneron Pharmaceuticals, Inc. and Sunovion Pharmaceuticals, Inc. (f/k/a Sepracor, Inc.). Dr. Parsey served on the board of directors of Arcus Biosciences, Inc. (NYSE: RCUS) from July 2020 until February 2025. We believe that Dr. Parsey’s broad-based leadership experience in large pharmaceutical companies as well as extensive industry knowledge qualify him to serve on our board of directors. Kristine Peterson has served as a member of our board of directors since April 2024 and currently serves as our Lead Independent Director, a position she held since April 2025. Ms. Peterson has served as Chief Executive Officer for Valeritas, Inc. from 2009 to 2016. Prior to joining Valeritas, Ms. Peterson was Company Group Chair of the biotechnology group at Johnson & Johnson from 2006 until 2009, where she was responsible for Commercial, Research & Development, and biologics manufacturing for oncology, immunology and cell therapy, and was Executive Vice President of Pharmaceutical Group Strategic Marketing from 2004 to 2006. Previously, she served as President and Senior Vice President, Commercial Operations for Biovail Corporation. Earlier in her career, Ms. Peterson spent 20 years at Bristol-Myers Squibb Company in a variety of senior roles across multiple disease areas, including running their cardiovascular and metabolics business unit. Ms. Peterson has served on the boards of directors of Enanta Pharmaceuticals since September 2017 and Immunocore Holdings since November 2017. She previously served on the boards of directors for ImmunoGen, Inc., Amarin Corporation plc, EyePoint Pharmaceuticals and Paratek Pharmaceuticals. Additionally, she previously served as a senior advisor to the Healthcare Businesswomen’s Association and a Member of the Biotechnology Industry Organization (BIO) Board. Ms. Peterson has a B.S. and an M.B.A. from the University of Illinois at Urbana-Champaign. We believe that Ms. Peterson is qualified to serve on our board of directors due to operational knowledge of, and executive-level experience in, the global pharmaceutical companies and the biotech industry.

  5. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  6. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned with respect to our fiscal years ended December 31, 2024 and December 31, 2023 by our principal executive officer and the two next most highly compensated executive officers who earned more than $100,000 during our fiscal year ended December 31, 2024, and were serving as executive officers as of such date, who are referred to as our named executive officers for 2024. To date, the compensation of our named executive officers has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of stock options. Our named executive officers, like all full-time employees, are eligible to participate in our 401(k) plan. We expect to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require.

  7. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Zhengbin (Bing) Yao, Ph.D.............. Chief Executive Officer and President | 2024 | 558,183 | 1,596,043 | 238,623 | 13,800 | 2,406,649 | | | 2023 | 536,475 | 394,693 | 241,414 | 13,200 | 1,185,782 | | Stuart Lutzker, M.D., Ph.D.............. President, Research and Development | 2024 | 495,941 | 297,457 | 179,035 | 13,534 | 985,967 | | | 2023 | 476,867 | 119,326 | 219,359 | 13,200 | 828,752 | | Winston Kung, MBA(5) .................... Chief Financial Officer and Treasurer | 2024 | 469,602 | 1,190,331 | 158,840 | 13,800 | 1,832,573 | | | 2023 | — | — | — | — | — |

  8. Summary Compensation Table

    (1) The amounts reported in the column for 2023 represent the prorated amount of the annual base salary earned by each of our named executive officers to reflect the increase in their respective annual base salaries, effective as of February 1, 2023. The amounts reported in the column for 2024 represent the prorated amount of the annual base salary earned by each of our named executive officers to reflect the increase in their respective annual base salaries, effective as of February 1, 2024. (2) The respective amounts in this column represent the aggregate grant date fair value of option awards granted during the applicable fiscal year, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our annual financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. (3) The amounts reported in this column for 2023 represent cash bonuses earned by each of our named executive officers during 2023 and paid in February 2024 in accordance with the terms of our executives’ offer letters based upon satisfaction of performance goals with respect to performance during our fiscal year ended December 31, 2023. The amounts reported in this column for 2024 represent cash bonuses earned by each of our named executive officers during 2024 and paid in 2025 in accordance with the terms of our executives’ offer letters based upon satisfaction of performance goals with respect to performance during our fiscal year ended December 31, 2024. (4) The respective amounts in this column represent matching contributions to the 401(k) plan for the applicable year. (5) Mr. Kung has served as our Chief Financial Officer and Treasurer since January 4, 2024.

  9. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table shows grants of stock options outstanding on the last day of our fiscal year ended December 31, 2024, to each of the executive officers named in the Summary Compensation Table.

  10. Outstanding Equity Awards at December 31, 2024

    | | | Option Awards(1)(2) | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Zhengbin (Bing) Yao, Ph.D.............................. | 9/8/2021 | 85,474 | 19,719 | $2.28 | 9/7/2031 | | | 2/1/2022 | 100,128 | 41,225 | $2.28 | 1/31/2032 | | | 2/1/2022 | 73,583 | 30,295 | $2.28 | 1/31/2032 | | | 2/1/2023 | 64,789 | 76,564 | $3.65 | 1/31/2033 | | | 1/1/2024 | — | 264,574 | $7.76 | 12/31/2033 | | Stuart Lutzker, M.D., Ph.D.............................. | 9/8/2021 | 53,425 | 12,321 | $2.28 | 9/7/2031 | | | 2/1/2022 | 17,703 | 7,280 | $2.28 | 1/31/2032 | | | 2/1/2022 | 30,274 | 12,460 | $2.28 | 1/31/2032 | | | 2/1/2023 | 19,586 | 23,148 | $3.65 | 1/31/2033 | | | 1/1/2024 | — | 49,309 | $7.76 | 12/31/2033 | | Winston Kung, MBA....................................... | 1/4/2024 | — | 197,238 | $7.76 | 1/3/2034 |

  11. Outstanding Equity Awards at December 31, 2024

    Each of the outstanding equity awards in the table above was granted pursuant to the 2021 Plan and the 2024 Plan. (2) The vesting of all options is as follows: 25% of the shares subject to the option will vest on the first anniversary of the grant date, with the remaining 75% of the shares vesting in equal monthly installments on the last day of each of the following 36 months; provided that the option holder remains employed by us on each vesting date (except as otherwise provided in the option agreement or the 2021 Plan or 2024 Plan, as applicable).

  12. Potential Payments upon Termination or Change-In-Control

    Potential Payments upon Termination or Change-In-Control

  13. Director Compensation

    Director Compensation The following table provides information concerning compensation earned by our non-employee directors during our fiscal year ended December 31, 2024:

  14. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Carl L. Gordon, Ph.D., CFA | — | — | — | | James Healy, M.D., Ph.D. | — | — | — | | John Hohneker, M.D. | 28,063 | 476,943 | 505,006 | | Chris W. Nolet | 65,000 | 278,525 | 343,525 | | Kristine Peterson | 31,030 | 364,790 | 395,820 | | Bahija Jallal, Ph.D.(2) | 15,000 | 278,525 | 293,525 | | Merdad Parsey, M.D., Ph.D.(3) | — | — | — |

  15. Director Compensation

    (1) Represents the aggregate grant date fair value of option awards granted to Dr. Hohneker, Mr. Nolet, Ms. Peterson, and Dr. Jallal in 2024. The amount has been computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our annual financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. (2) Dr. Jallal resigned from our board of directors on March 28, 2024. (3) Dr. Parsey joined our board of directors on April 28, 2025.

  16. Amended and Restated Non-Employee Director Compensation Policy

    Amended and Restated Non-Employee Director Compensation Policy We have adopted a policy with respect to the compensation payable to our non-employee directors, other than any director that is affiliated with an institutional investor that held shares of our Series A or Series B convertible preferred stock prior to closing of our initial public offering in January 2024, which became effective upon the completion of our initial public offering and was amended and restated in March 2025. Under this policy, each such non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards. Dr. Yao and Dr. Lutzker will not receive separate compensation from us for serving as members of our board of directors. Our non-employee directors will receive the following annual retainers for their service:

  17. Amended and Restated Non-Employee Director Compensation Policy

    | Position | Retainer | | Board Member | $45,000 | | Lead Independent Director | $30,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chair | $15,000 | | Compensation Committee Member | $7,500 | | Nominating and Corporate Governance Committee Chair | $10,000 | | Nominating and Corporate Governance Committee Member | $5,000 |

  18. Amended and Restated Non-Employee Director Compensation Policy

    Equity awards for non-employee directors will consist of (i) an initial equity award consisting of options to purchase shares of our common stock, with a grant date fair value of $352,000, upon first appointment to the board of directors, vesting annually over three years following the grant date, subject to continuing to provide services to the Company through such vesting and (ii) annual equity awards consisting of options to purchase shares of our common stock, with a grant date fair value of $235,000, vesting on the date of the next annual meeting of stockholders following the grant date. The term of each option will be ten years, subject to earlier termination as provided in the 2024 Plan. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their service as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws.

  19. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In April 2025, our board of directors nominated Zhengbin (Bing) Yao, Ph.D. and Kristine Peterson for election at the annual meeting. The board of directors currently consists of eight members, classified into three classes as follows: Zhengbin (Bing) Yao, Ph.D., Kristine Peterson and Carl L. Gordon, Ph.D., CFA constitutes a class with a term ending at the 2025 annual meeting of stockholders; James Healy, M.D., Ph.D., John Hohneker, M.D., and Stuart Lutzker, M.D., Ph.D. constitute a class with a term ending at the 2026 annual meeting of stockholders; and Chris W. Nolet, and Merdad Parsey, M.D., Ph.D. constitute a class with a term ending at the 2027 annual meeting of stockholders. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring. Dr. Gordon, whose term expires at the 2025 annual meeting of stockholders will not stand for re-election at the 2025 annual meeting but will continue to serve as a director until the expiration of his term at the 2025 annual meeting. We are grateful to have benefited from Dr. Gordon’s invaluable contributions to our business, expertise and business insights. In April 2025, our board of directors fixed the number of directors constituting our board of directors at seven, effective as of our 2025 annual meeting of stockholders. The board of directors has voted to nominate Zhengbin (Bing) Yao, Ph.D. and Kristine Peterson for election at the annual meeting for three years terms to serve until the 2028 annual meeting of stockholders, and until their respective successor is elected and qualified. The Class II directors (James Healy, M.D., Ph.D., John Hohneker, M.D., and Stuart Lutzker, M.D., Ph.D.) and the Class III directors (Chris W. Nolet and Merdad Parsey, M.D., Ph.D.) will serve until the annual meetings of stockholders to be held in 2026 and 2027, respectively, and until their respective successors have been elected and qualified. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Zhengbin (Bing) Yao, Ph.D. and Kristine Peterson as directors. In the event that the nominees become unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the board of directors may recommend in such nominee’s place. We have no reason to believe that the nominee will be unable or unwilling to serve as a director. A plurality of the shares voted “FOR” the nominee at the annual meeting is required to elect the nominee as a director. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ZHENGBIN (BING) YAO, PH.D. AND KRISTINE PETERSON AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.