DEF 14A of Keros Therapeutics, Inc., Apr 22, 2026

DEF 14A of Keros Therapeutics, Inc.

Filed Apr 22, 2026 · FY20250001104659-26-046791

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of an equal number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board presently has seven members. There are two Class III directors whose terms of office expire in 2026: Jean-Jacques Bienaimé and Charles Newton. Mr. Bienaimé and Mr. Newton, both current directors, have been nominated for reelection at the Annual Meeting by the Board. If elected at the Annual Meeting, each of these nominees would serve until the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting.

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors The Board and the Nominating and Corporate Governance Committee seek to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, backgrounds and high-level management experience necessary to oversee and direct our business. To that end, the Board has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Board and the Nominating and Corporate Governance Committee view as critical to effective functioning of the Board. The following is a brief biography of each nominee for director and each director whose term of office will continue after the Annual Meeting, and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Board to recommend that person as a nominee for director, as of the date of this Proxy Statement. However, each of the members of the Board may have a variety of reasons why a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

  3. Nominees for Election as a Class III Director for a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    Nominees for Election as a Class III Director for a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders Jean-Jacques Bienaimé, age 72, has served as a member of our Board since June 2024, served as Lead Independent Director of our Board from July 2024 to August 2025, and has served as Chair of our Board since August 2025. Mr. Bienaimé served as the Chief Executive Officer of BioMarin Pharmaceutical Inc. from May 2005, and as the Chairman from June 2015, until his retirement from BioMarin in December 2023. From November 2002 to April 2005, Mr. Bienaimé served as the Chairman, Chief Executive Officer and President of Genencor, Inc., a biotechnology company focused on industrial bioproducts and targeted cancer biotherapeutics. Prior to Genencor, Mr. Bienaimé served as Chairman, Chief Executive Officer and President of Sangstat Medical Corporation, an immunology-focused biotechnology company, from 1998 to late 2002, becoming President in 1998 and Chief Executive Officer in 1999. Mr. Bienaimé also held several senior management positions at Rhône-Poulenc Rorer Pharmaceuticals (now Sanofi-Aventis) from 1992 to 1998, culminating in the position of Senior Vice President of Worldwide Marketing and Business Development. Earlier in his career, Mr. Bienaimé worked at Genentech, Inc. where he was involved in the launch of tissue plasminogen activator (t-PA) for the treatment of heart attacks. Mr. Bienaimé currently serves on the board of directors of Ascendis Pharma A/S, Incyte Corporation and Immunome, Inc., as well as serving on the board of directors of two private biotechnology companies. Mr. Bienaimé received an M.B.A. from the Wharton School at the University of Pennsylvania and a degree in economics from the École Supérieure de Commerce de Paris. Our Board believes that Mr. Bienaimé’s extensive business experience in the life science and biotechnology sectors, including experience managing and serving on boards of public biotechnology companies, qualify him to serve on our Board. Charles Newton, age 55, has served as a member of our Board since March 2026. Mr. Newton served as the Chief Financial Officer of Lyell Immunopharma, Inc. from February 2021 until his retirement from Lyell in October 2025. From November 2015 to February 2021, he served as Managing Director & Co-Head of Healthcare Investment Banking in the Americas at Bank of America Merrill Lynch. From September 2010 to November 2015, Mr. Newton served as Managing Director at Credit Suisse where his last position was Co-Head of Healthcare Investment Banking in the Americas. From June 1996 to September 2010, he served in the investment banking division at Morgan Stanley where his last position was Managing Director and Head of Western Region Healthcare Investment Banking. Earlier in his career, Mr. Newton served as an Investment Banking Analyst at Lehman Brothers and as a Financial Analyst at Mercer Global Advisors. Mr. Newton currently serves as a member of the board of directors of Coherus Oncology, Inc. and Novavax Inc. He previously served as a member of the board of directors of 2seventy bio, Inc., until its acquisition by Bristol-Myers Squibb, and Carmot Therapeutics, until its acquisition by Roche. Mr. Newton received an M.B.A. from The Tuck School at Dartmouth College and a B.S. in Finance from Miami University. Our Board believes that Mr. Newton’s extensive management and financial experience in the life science and biotechnology sectors qualify him to serve on our Board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH CLASS III DIRECTOR NOMINEE NAMED ABOVE.

  4. Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Jasbir Seehra, Ph.D., age 70, has served as our Co-Founder, Chief Executive Officer and as a member of our Board since December 2015. He previously served as Chair of our Board from July 2024 to August 2025. Prior to joining us, Dr. Seehra served as the Chief Scientific Officer at Ember Therapeutics, Inc. from December 2011 to April 2015. From February 2004 to November 2010, Dr. Seehra served as the Co-Founder and Chief Scientific Officer of Acceleron Pharma Inc. He has also served as Vice President of Biological Chemistry at Wyeth Pharmaceuticals Inc. and led the small molecule lead discovery effort at Genetics Institute, Inc., where he helped build the institute’s small molecule drug discovery capabilities, including medicinal chemistry, high throughput screening and structural biology. Dr. Seehra previously served on the board of directors of Eloxx Pharmaceuticals, Inc. and on the board of a private life science company. Dr. Seehra received a B.Sc. and a Ph.D. in Biochemistry from the University of Southampton in England. He completed his postdoctoral work at the Massachusetts Institute of Technology. Our Board believes that Dr. Seehra’s extensive experience in the pharmaceutical industry and executive leadership experience provides him with the qualifications to serve on our Board. Nima Farzan, age 50, has served as a member of our Board since March 2020. Mr. Farzan has served as the Chief Executive Officer at Latigo Biotherapeutics since July 2024. He served as a Venture Partner at Foresite Capital from April 2024 to July 2024. Previously, he served as the Chief Executive Officer and director of Kinnate Biopharma Inc. from March 2020 until the company’s acquisition by XOMA Corporation in April 2024. Mr. Farzan served as an advisor for a number of life sciences companies from October 2018 to February 2020. From 2011 to October 2018, Mr. Farzan was employed by PaxVax Corporation, serving as its President and Chief Executive Officer from April 2015 until the company’s acquisition by Emergent Biosolutions Inc. in October 2018. Prior to PaxVax, Mr. Farzan held positions of increasing seniority at Novartis AG from 2003 to 2011. From 1999 to 2002, Mr. Farzan served in various marketing and business development positions at DoubleTwist, Inc. and from 1997 to 1999, Mr. Farzan served as an associate at The Boston Consulting Group. Mr. Farzan has a bachelor’s degree in Human Biology from Stanford University and an M.B.A. from the Harvard Business School. Our Board believes that Mr. Farzan’s significant industry experience and corporate management experience qualify him to serve on our Board. Julius Knowles, age 63, has served as a member of our Board since April 2016. Since January 2014, Mr. Knowles has served as a Partner at Mass General Brigham Ventures (formerly known as Partners Innovation Fund), the venture arm of Mass General Brigham (formerly known as Partners HealthCare). From March 2012 to January 2014, Mr. Knowles served as the Chief Executive Officer of X-BODY BioSciences Inc. (acquired by Juno Therapeutics, Inc.). From October 2006 to February 2012, Mr. Knowles was responsible for global technology and drug discovery collaborations at Novartis, including as the Head of the Platforms team for Strategic Alliances at Novartis Institute of Biomedical Research. From March 2002 to June 2006, Mr. Knowles served as the President of Novalar Pharmaceuticals, Inc. Mr. Knowles previously served as the Vice President of Business Development of Novacea, Inc. from June 2001 to March 2002, the Vice President of Business Development of SGX Pharmaceuticals, Inc. from October 1999 to June 2001 and the Director of Research and Development Planning at Vertex Pharmaceuticals, Inc. from June 1993 to October 1999. Mr. Knowles also serves on the board of several private life science companies. Mr. Knowles received a B.A. with distinction in Chemistry from Carleton College, an M.B.A. from the Wharton School at University of Pennsylvania and an M.Sc. in Chemistry from UC Berkeley. Our Board believes Mr. Knowles’ significant industry experience and corporate management experience qualify him to serve on our Board.

  5. Class II Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Class II Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Mary Ann Gray, Ph.D., age 73, has served as a member of our Board since December 2020. Dr. Gray has been President of Gray Strategic Advisors, LLC, a biotechnology strategic planning and advisory firm, since September 2003. Previously, she served as Senior Analyst and Portfolio Manager of Federated Kaufmann Fund. Prior to Federated, she served as a biotechnology equity research analyst at multiple firms. Earlier in her career, she worked as a senior scientist both at Schering Plough Research and NeoRx Corporation. Dr. Gray currently serves on the board of directors of BioAtla, Inc. and Compass Therapeutics Inc. and previously served on the board of directors of many public and private biotechnology companies. Dr. Gray earned a B.S. from University of South Carolina, a Ph.D. in Pharmacology from the University of Vermont and completed her post-doctoral work at Northwestern University Medical School and at the Yale University School of Medicine. Our Board believes that Dr. Gray’s extensive experience in the biotechnology and biopharmaceutical industry qualifies her to serve on our Board. Alpna Seth, Ph.D., age 62, has served as a member of our Board since May 2023. Dr. Seth retired in October 2022 as the President and Chief Executive Officer of Nura Bio Inc., where she served for three years. From July 2017 to January 2019, Dr. Seth was the Chief Operating Officer of Vir Biotechnology, Inc. Prior to joining Vir, Dr. Seth served in several senior global leadership roles of increasing responsibility at Biogen Inc. Most recently, she was Senior Vice President and Global Head of the Biosimilars Business Unit at Biogen Inc. for which she relocated to Europe in 2014. From 1998 through July 2017, Dr. Seth held a range of general management roles at Biogen spanning drug development, commercialization, and international operations, including founding Managing Director of Biogen Idec India and Program Executive for several of Biogen’s major cross-functional drug development programs and commercial product launches. Dr. Seth currently serves on the board of directors of Bio-Techne Corporation and Dr. Reddy’s Laboratories. Dr. Seth previously served on the board of directors of Seagen Inc. from 2018 until the company’s acquisition by Pfizer Inc. in December 2023. Dr. Seth received a Ph.D. in Biochemistry and Molecular Biology from University of Massachusetts Medical School and conducted her post-doctoral research at Harvard University in Immunology and Structural Biology, both as a Howard Hughes Medical Institute Fellow. She is also a graduate of the Advanced Management Program at Harvard Business School. Our Board believes that Dr. Seth’s extensive experience in the life sciences industry as well as her corporate management experience qualifies her to serve on our Board.

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. Compensation Highlights for 2025

    Compensation Highlights for 2025 We carefully evaluate our compensation arrangements and maintain and develop programs that we feel are the most appropriate to drive results for our Company and our stockholders. We take a holistic approach to designing our policies to align our executive compensation program with our stockholders’ interests and our Company performance, which is best viewed over the long-term to align with product development cycles. Highlights of our executive compensation program in 2025 and early 2026 pay decisions include: • Base Salary: Our named executive officers’ base salaries for 2025 increased between 0% and 8% as compared to 2024 levels. These changes were aligned with broader Company actions and reflected the Company’s performance and market positioning when 2025 target compensation was approved in early 2025. • Annual Cash Performance Bonus: We did not increase target bonus award opportunities for our named executive officers for 2025. In February 2026, the Compensation Committee determined that our 2025 performance goals were achieved at 87.5% and paid performance-based bonuses at 87.5% of target to each of Dr. Seehra, Mr. Regnante and Ms. Cho. • Long-Term Incentive Awards: In 2025, we granted equity awards to each of Dr. Seehra, Mr. Regnante, Ms. Cho and Mr. Rovaldi in the form of RSUs in order to retain our named executive officers and incentivize and reward them for stockholder value creation. The RSUs granted to Dr. Seehra vest as follows: 50% is subject to four-year time-vesting and 50% is eligible to vest contingent upon achievement of two rigorous pipeline development goals that are aligned with the Company’s corporate strategy. The RSUs granted to Mr. Regnante, Ms. Cho and Mr. Rovaldi are subject to time-vesting.

  8. Compensation Program Objectives, Philosophy and Elements of Compensation

    Compensation Program Objectives, Philosophy and Elements of Compensation Our Compensation Committee is guided by the following objectives and principles when establishing compensation for our executive officers: • Attract, retain and motivate superior executive talent; • Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and • Align our executives’ interests with those of our stockholders through long-term incentives linked to specific performance. We believe that our executive compensation program design features accomplish the following: • Provide base salaries consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security. • Ensure a significant portion of each executive’s compensation is tied to our future share performance, thus aligning their interests with those of our stockholders. • Utilize equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained share price appreciation. Utilize a mix between cash and equity compensation designed to encourage strategies and actions that are in our long-term best interests. To achieve our compensation objectives, we historically have provided our executive officers, including our named executive officers, with a compensation package consisting of the following elements:

  9. Compensation Program Objectives, Philosophy and Elements of Compensation

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually at the beginning of the year and determined based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and our overall performance) and by reference to market data provided by our independent compensation consultant. | | Performance Bonus (at-risk cash) | Motivates and rewards for attaining rigorous annual performance goals that relate to our key business objectives. | Target bonus amounts, calculated as a percentage of base salary, are generally reviewed annually at the beginning of the year and determined based upon positions that have similar impact on the organization, the executive’s position criticality and experience in role and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific performance objectives, generally determined by our Compensation Committee and Board and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated performance objectives and individual performance. | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance. Aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Annual equity opportunities are generally reviewed and determined annually at the beginning of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value |

  10. Compensation Program Objectives, Philosophy and Elements of Compensation

    | Element of Compensation | Objectives | Key Features | | | | and total ownership, historical value of our stock, internal equity amongst executives, aggregate equity usage and market data provided by our independent compensation consultant. Equity awards have historically been granted in the form of time-vesting stock options. In 2024, we introduced performance-vesting stock options into our Chief Executive Officer’s compensation program. In 2025, we introduced time-vesting RSU awards into our executive compensation program, and performance-vesting RSUs into our Chief Executive Officer’s compensation program. |

  11. Key Features of our Executive Compensation Program

    | What We Do | | What We Don’t Do | | √ | Design executive compensation to align pay with performanceX | No hedging or pledging of Company stock | | √ | Conduct a thorough compensation risk analysisX | No excessive health or welfare benefits or perquisites | | √ | Grant annual equity awards over multi-year vesting periodsX | No special retirement benefits | | √ | Grant performance equity awards to our Chief Executive OfficerX | No guaranteed bonuses or base salary increases | | √ | Compensation Committee composed of all independent directors, which meets regularly in independent session without management present | | | √ | Retain an independent compensation consultant | | | √ | Maintain stock ownership guidelines | | | √ | Maintain a clawback policy | | | √ | Conduct an annual compensation review | | | √ | Conduct an annual say-on-pay vote | |

  12. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant During 2025, our Compensation Committee continued to retain Aon’s Human Capital Solutions practice, a division of Aon, as our independent compensation consultant, due to its extensive analytical and compensation expertise. In this capacity, Aon has advised our Compensation Committee on compensation matters related to the executive and director compensation structure. In 2025, Aon assisted with, among other things: • conducting an executive market pay analysis; • developing a group of peer companies to use as a reference in making executive compensation decisions; • evaluating current executive pay practices and considering alternative compensation programs; • reviewing our director compensation policies and practices; • evaluating the adoption of and reviewing our stock ownership guidelines; and • assisting in the development of this Executive Compensation analysis. Our Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Aon makes recommendations to our Compensation Committee, but has no authority to make compensation decisions on behalf of us or our Compensation Committee. Aon reported to our Compensation Committee and had direct access to the chairperson and the other members of our Compensation Committee. Beyond data and advice related to executive and director compensation matters, Aon did not provide other services to us in 2025. Our Compensation Committee has analyzed whether the work of Aon as our compensation consultant raised any conflict of interest, considering relevant factors in accordance with SEC guidelines. Based on its analysis, our Compensation Committee determined that the work of Aon and the individual compensation advisors has not created any conflict of interest.

  13. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data Our Compensation Committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our Compensation Committee works annually with Aon to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. Our Compensation Committee believes that the peer and market data provided by Aon, along with other factors (including experience, scope of position and individual performance), is an important reference point when setting compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success.

  14. 2025 Peer Group

    2025 Peer Group In September 2024, Aon proposed, and our Compensation Committee approved, a group of companies that would be appropriate peers for 2025 compensation decisions, based on the following criteria: • Sector: Biopharmaceuticals and biotechnology companies • Stage of Development: Phase II and Phase III companies • Market Capitalization: 0.3x to 3x of our 30-day average market value • Headcount: 0.3x to 3x of our headcount (as of the end of our last fiscal year) • Years Public: Preference given to companies that went public within the last five years At the time of review in September 2024, our 30-day average market capitalization was approximately $1.7 billion and our prior fiscal year-end headcount was 176. Based on the above criteria, our Compensation Committee approved the following changes to the executive compensation peer group for 2025: • Added Celldex Therapeutics, Inc., Disc Medicine, Inc., Longboard Pharmaceuticals, Inc., Pliant Therapeutics, Inc. and Relay Therapeutics, Inc.; • Removed Editas Medicine, Inc., Mersana Therapeutics, Inc. and Zentalis Pharmaceuticals, Inc., because they were well below the market capitalization parameters described above; and • Removed Morphic Holding Inc., as it was acquired in August 2024. As a result, the Compensation Committee approved the following 19 companies as our 2025 executive compensation peer group. At the time of the review, our market capitalization was approximately at the 50th percentile of this group.

  15. 2025 Peer Group

    | Akero Therapeutics, Inc. (AKRO) | Iovance Biotherapeutics, Inc. (IOVA) | Replimune Group, Inc. (REPL) | | Arcturus Therapeutics Holdings Inc. (ARCT) | KalVista Pharmaceuticals, Inc. (KALV) | Rocket Pharmaceuticals, Inc. (RCKT) | | Celldex Therapeutics, Inc. (CLDX) | Kura Oncology, Inc. (KURA) | Scholar Rock Holding Corporation (SRRK) | | Crinetics Pharmaceuticals, Inc. (CRNX) | Longboard Pharmaceuticals, Inc. (LBPH) | SpringWorks Therapeutics, Inc. (SWTX) | | Disc Medicine, Inc. (IRON) | Pliant Therapeutics, Inc. (PLRX) | Syndax Pharmaceuticals Inc. (SNDX) | | Geron Corporation (GERN) | Protagonist Therapeutics, Inc. (PTGX) | | | IDEAYA Biosciences, Inc. (IDYA) | Relay Therapeutics, Inc. (RLAY) | |

  16. 2025 Peer Group

    Subsequent to the Compensation Committee’s approval of the above peer group in September 2024, the Company’s market capitalization declined substantially. As a result, Aon utilized a new industry comparator group based on companies with market capitalizations between $250.0 million and $2.0 billion. At the time of review, we fell at approximately the 50th percentile of the new industry comparator group in terms of market capitalization.

  17. Key Factors Used in Determining Executive Compensation

    | • Company performance and business needs • Market data and peer data provided by Aon • The need to attract and retain talent in a highly competitive industry • The executive officer’s individual performance, experience level, scope of job function and criticality of the skill set • Stockholder feedback regarding our executive pay program | • Input from our Chief Executive Officer (other than for himself) • Each executive officer’s current equity ownership and total compensation • Internal pay equity • The impact of aggregate compensation on the annual budget and on stockholder dilution |

  18. Annual Cash Performance Bonus

    Annual Cash Performance Bonus Bonus Targets for 2025 Each of our named executive officers is eligible to receive an annual performance bonus based on the achievement of Company-wide annual performance goals determined by our Compensation Committee. Each named executive officer is assigned a target bonus expressed as a percentage of his base salary. The Compensation Committee and Board determined that the bonus targets from 2024 for our named executive officers remained aligned with competitive trends and appropriate for the Company, and as a result, were unchanged for 2025. As such, the target bonus amounts for Dr. Seehra, Mr. Regnante, Ms. Cho and Mr. Rovaldi for 2025 were set at 65%, 40%, 40% and 50%, respectively. 2025 Performance Goals and Achievement In February 2025, upon the recommendation of our Compensation Committee, our Board adopted our 2025 annual performance goals. The 2025 performance goals were aggressive and set at challenging levels such that the attainment of executive target annual cash incentive award opportunities was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Compensation Committee believes that each of these goals is strongly aligned to the creation of stockholder value. To determine our corporate performance percentage for 2025, the Compensation Committee employed a holistic analysis that took into account both the extent to which the performance goals had been achieved or exceeded, as well as the relative difficulty of achieving the goals that were met and that were only partially met. Based on the foregoing, the Compensation Committee determined our overall corporate performance achievement percentage to be 87.5% of the target performance level for 2025. The table below provides additional details about the Compensation Committee’s assessment of our actual performance against our key 2025 corporate performance goals:

  19. Annual Cash Performance Bonus

    | 2025 Corporate Objectives | Weight | 2025 Achievement Highlights | Overall Weighted Achievement(1) | | Advance clinical development of cibotercept: | 20% | Advance clinical development of cibotercept: | 10% | | • Analyze topline data from our Phase 2 clinical trial evaluating cibotercept in patients with PAH (the “TROPOS trial”) | | • Achieved | | | • Decide on development strategy for cibotercept | | • Achieved | | | • Advance cibotercept into another clinical trial | | • Not Achieved | | | Stretch Goal | 5% | Stretch Goal | 0% | | • Achieve a regulatory milestone for cibotercept | | • Not Achieved | | | Advance clinical development of rinvatercept (KER-065): | 25% | Advance clinical development of rinvatercept: | 20% | | • Present initial data from the Phase 1 clinical trial of rinvatercept in healthy volunteers | | • Achieved | | | • Engage and seek input from key external parties regarding the rinvatercept development plan in DMD | | • Achieved | | | • Advance rinvatercept into a Phase 2 clinical trial in patients with DMD | | • Partially achieved | | | Stretch Goals | 15% | Stretch Goals | 0% | | • Achieve two additional development milestones related to DMD and a second neuromuscular indication | | • Not Achieved | | | Elritercept program goals: | 15% | Elritercept program goals: | 15% | | • Screen the first patient in the Phase 3 clinical trial in patients with MDS (the “RENEW trial”) | | • Achieved | |

  20. Annual Cash Performance Bonus

    | 2025 Corporate Objectives | Weight | 2025 Achievement Highlights | Overall Weighted Achievement(1) | | • Transition certain elritercept development responsibilities to Takeda Pharmaceuticals U.S.A., Inc. by the fourth quarter of 2025 | | • Achieved | | | Stretch Goal | 7.5% | Stretch Goal | 7.5% | | • Transition certain elritercept development responsibilities to Takeda Pharmaceuticals U.S.A., Inc. by the third quarter of 2025 | | • Achieved | | | Advance the discovery pipeline | 15% | • Expanded understanding of activin and ligand traps to support development in current indications and to provide rationale for new indications | 10% | | Stretch Goal | 5% | Stretch Goal | 0% | | | | • Not Achieved | | | Business/Financial Operations | 25% | Business/Financial Operations | 25% | | • Manage the Company’s budget within targeted range | | • Achieved | | | • Develop corporate strategy to expand pipeline in neuromuscular diseases | | | | | • Develop business development strategy | | | | | Stretch Goal | 10% | Stretch Goal | 0% | | • Achieve a milestone related to a potential in-licensing | | • Not Achieved | | | | 100% (additional 42.5% attributable to stretch goals) | | 87.5% |

  21. Annual Cash Performance Bonus

    Percentages in this column reflect amounts attributable to achievements that relate to each corporate objective and that provide incremental and significant value to the Company for which the Compensation Committee believed management should be incentivized and rewarded. Our Compensation Committee assessed achievement of the 2025 performance goals following the end of the year, as shown above. Upon the Compensation Committee’s recommendation, in February 2026, the Board approved performance bonuses for each of Dr. Seehra, Mr. Regnante and Ms. Cho in amounts commensurate with the 87.5% performance goal achievement level. The table below reflects each named executive officer’s annual performance bonus for 2025:

  22. Annual Cash Performance Bonus

    | Named Executive Officer | Total Incentive Amount Paid ($) | | Jasbir Seehra, Ph.D. | 398,125 | | Keith Regnante | 164,850 | | Esther Cho, Esq. | 161,000 | | Christopher Rovaldi(1) | — |

  23. Annual Cash Performance Bonus

    (1) Mr. Rovaldi ceased serving as our President and Chief Operating Officer, effective August 18, 2025. As a result, Mr. Rovaldi was not entitled to an annual performance bonus for 2025.

  24. Equity Compensation

    Equity Compensation We believe that our ability to grant equity awards is a valuable and necessary compensation tool that aligns the financial interests of our executive officers and our stockholders. In addition, we believe that our ability to grant equity awards helps us to attract, retain and motivate executive officers, and fosters an ownership culture, designed to incentivize them to devote their best efforts to the success of our business. As such, our executives generally are awarded an initial grant upon commencement of employment, as well as annual grants thereafter. Additional grants may occur periodically in order to incentivize and reward executives as our Compensation Committee and our Board determine appropriate. With the exception of equity awards granted during 2025, all equity awards granted to our named executive officers, other than our Chief Executive Officer, had been in the form of stock options that vest based on continuous service with us. Our Compensation Committee believes that stock options are inherently performance-based and automatically link executive pay to stockholder return, as the value realized, if any, from an award of stock options is dependent upon, and directly proportionate to, future appreciation in our stock price. Regardless of the reported value in the Summary Compensation Table, our named executive officers will only receive value from their stock options if the market price of our common stock increases above the market price of our common stock at the time of grant and remains above such price as the stock options continue to vest. In September 2025, we introduced time-based and performance-vesting RSUs into our Chief Executive Officer’s compensation program, as described below. In 2024, we introduced performance-vesting stock options into our Chief Executive Officer’s long-term incentive package. Our Compensation Committee believes a more diversified long-term incentive program, pursuant to which both performance and time-vesting equity awards are granted to our Chief Executive Officer, better balances our goal of retaining Dr. Seehra, enhancing stockholder value and motivating and incentivizing extraordinary performance. In addition, in February 2025, our Compensation Committee granted annual equity awards to each of our named executive officers, other than our Chief Executive Officer, in the form of RSU awards, which were subject to time-based vesting. The grant date value of these awards was substantially less than our 2024 annual equity awards. Each of our named executive officers holds stock options and RSU awards under our 2020 Equity Incentive Plan (the “2020 Plan”), and our Chief Executive Officer holds options under our 2017 Stock Incentive Plan, as amended. Such options and RSU awards were granted subject to the general terms of the applicable plan and the applicable forms of stock option agreement and RSU award agreement, as applicable, thereunder. All options are granted with a per share exercise price equal to the closing price of our common stock on the grant date. All options and RSUs have a maximum term of up to 10 years from the date of grant, subject to earlier expiration following the cessation of an executive officer’s continuous service with us. Option and RSU vesting is subject to acceleration as described below under “Potential Payments upon Termination or Change of Control.” The specific vesting terms of each named executive officer’s stock options and RSU awards are described below under “Outstanding Equity Awards as of December 31, 2025.” For additional information about our equity compensation plans, please see the section titled “Equity Benefit Plans” below. 2025 Equity Awards In February 2025, upon the recommendation of our Compensation Committee, our Board granted RSU awards to each of Mr. Regnante and Mr. Rovaldi, as shown in the table and described below. Additionally, in February 2025, our Compensation Committee granted RSU awards to Ms. Cho, as shown in the table and described below. Each of the RSU awards granted to Mr. Regnante, Ms. Cho and Mr. Rovaldi vests over a two-year period, with 33% of the RSUs vesting on February 17, 2026, an additional 34% of the total number of RSUs vesting on August 15, 2026, and the remaining 33% of the total number of RSUs vesting on February 16, 2027, subject to the executive’s continuous service with us as of each such vesting date. In September 2025, upon the recommendation of our Compensation Committee, our Board granted RSU awards to Dr. Seehra, as shown in the table and described below. 50% of Dr. Seehra’s 2025 annual equity award vests over a four-year period, with 25% of such time-vesting RSUs vesting on each of February 18, 2026, February 18, 2027, February 18, 2028 and February 18, 2029, subject to Dr. Seehra’s continuous service with us as of each such vesting date. The RSUs are eligible to accelerate under certain circumstances in accordance with the named executive officer’s employment agreement. The remaining 50% of Dr. Seehra’s 2025 annual equity award was granted in the form of a performance-vesting RSU. The number of shares that are eligible to vest (the “eligible shares”) is determined based on the achievement of two rigorous development goals relating to rinvatercept and a preclinical asset, each of which must be achieved on or prior to September 30, 2027. The eligible shares will vest as follows: 50% of such shares will vest on the date of certification of achievement of the performance goals by our Compensation Committee, and the remaining 50% will vest on December 31, 2028, subject to Dr. Seehra’s continuous service with us as of each such vesting date. The RSU is eligible to accelerate under certain circumstances as described below under “Potential Payments upon Termination or Change of Control.” As of the date of this Proxy Statement, the Committee has not determined if either of the performance goals has been met. In formulating its equity award recommendations, our Compensation Committee used its subjective judgement to determine the amounts and equity award mix it believed were appropriate for each named executive officer, considering, among other factors: market data for the relevant positions (based on award value and percent of company), management of dilution, the retention value of existing holdings, individual performance, role criticality, expected future contribution, disclosure requirements, the Company’s compensation philosophy, proxy advisory firm position and internal equity. Our Compensation Committee will continue to evaluate its long-term incentive strategy and may adjust the award mix or introduce different structures, including performance-based equity, as part of the Company’s overall compensation strategy. The following table sets forth the RSUs granted to our named executive officers in 2025:

  25. Equity Compensation

    | Named Executive Officer | Grant Date | Number of Shares Underlying RSUs | | Jasbir Seehra, Ph.D. | 9/3/2025 | 181,000(1) | | Keith Regnante | 2/18/2025 | 44,000 | | Esther Cho | 2/18/2025 | 44,000 | | Christopher Rovaldi | 2/18/2025(2) | 60,000 |

  26. Equity Compensation

    (1) 50% of Dr. Seehra’s 2025 annual equity award (90,500 shares) was granted in the form of a performance-vesting RSU that vests based on achievement of two rigorous pipeline development objectives. The remaining 50% of his 2025 annual equity award (90,500 shares) was granted in the form of time-vesting RSUs. Mr. Rovaldi ceased serving as our President and Chief Operating Officer, effective August 18, 2025. In connection with the cessation of his employment and in exchange for Mr. Rovaldi entering into the Separation Agreement (as described below), an aggregate of 19,800 shares of our common stock subject to his unvested RSUs vested on November 18, 2025, as described below under “Severance and Change in Control Benefits.” 2024 Chief Executive Officer Equity Awards As indicated above, in 2024, we introduced performance-vesting stock options into our Chief Executive Officer’s long-term incentive package. Specifically, on February 23, 2024, we granted Dr. Seehra an option to purchase 125,000 shares of common stock, the vesting of which was subject to the achievement of specified performance criteria. 50% of the performance-vesting stock options was eligible to vest based on the achievement of a performance goal relating to generating data for our cibotercept (KER-012) program to advance to a registrational trial, and the remaining 50% was eligible to vest based on the achievement of a performance goal relating to generating data for our rinvatercept program to advance to a Phase 2 clinical trial, in each case, on or prior to December 31, 2025. On January 7, 2026, the Compensation Committee determined that the performance goal relating to our rinvatercept program had been met, resulting in the immediate vesting of 31,250 shares and the vesting of 31,250 shares on December 31, 2026, subject to Dr. Seehra’s continuous service through such date. The Compensation Committee also determined that the performance goal related to our cibotercept program had not been met, resulting in the forfeiture of 62,500 shares for no consideration. Preview of 2026 Equity Awards In February 2026, we granted annual equity awards to each of Dr. Seehra, Mr. Regnante and Ms. Cho in the form of stock options. 31.5% of Dr. Seehra’s 2026 annual equity award was granted in the form of a stock option that vests in one-fourth increments upon the closing price of our common stock equaling or exceeding 125%, 150%, 175% and 200%, respectively, of the exercise price for 30 calendar days between February 24, 2026 and February 24, 2031. The remaining 68.5% of his 2026 annual equity award is in the form of time-vesting stock options. Our Compensation Committee believes a more diversified long-term incentive program, pursuant to which both performance and time-vesting stock options are granted to our Chief Executive Officer, better balances our goal of retaining Dr. Seehra, enhancing stockholder value and motivating and incentivizing extraordinary performance.

  27. Severance and Change in Control Benefits

    Severance and Change in Control Benefits 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 term of service, including unpaid salary and unused vacation. Pursuant to the offer letter and employment agreements entered into with each of our named executive officers, our named executive officers are entitled to certain severance benefits upon an involuntary termination without cause (and not due to death or disability) or upon a resignation for good reason, either alone or immediately before or within 12 months following a change in control of our Company, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change in control, disability and good reason are defined in the agreements. The Compensation Committee believes that these severance benefits are necessary to provide stability among our named executive officers, to focus our named executive officers on our business operations and to encourage continued attention and dedication to duties without distractions in connection with a potential change in control transaction or period of uncertainty. In August 2025, we announced a strategic realignment of the Company designed to reallocate resources towards the development of rinvatercept, our key clinical program. In connection with this strategic realignment, Mr. Rovaldi ceased serving as our President and Chief Operating Officer, effective August 18, 2025. In connection with the cessation of his employment, Mr. Rovaldi has entered into a separation and release agreement with the Company, effective August 18, 2025 (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Rovaldi was obligated to provide up to 20 hours of consulting services to us for the three-month period following August 18, 2025 (the “Separation Date”) until November 18, 2025 (the “Consulting Period”). As consideration for any consulting services in excess of 20 hours during the Consulting Period, we were obligated to pay Mr. Rovaldi an hourly fee of $425.00. Mr. Rovaldi’s consulting services were limited to 20 hours or less and as a result the hourly fee was not payable. In addition, we will provide Mr. Rovaldi with (a) cash severance equivalent to nine months of Mr. Rovaldi’s base salary in effect as of the Separation Date, (b) reimbursement of COBRA healthcare premium costs for the same level of coverage he had during employment until the earlier of (i) nine months, (ii) the expiration of Mr. Rovaldi’s eligibility for the continuation coverage, or (iii) the date Mr. Rovaldi becomes eligible for substantially equivalent healthcare coverage through another source, (c) acceleration of vesting of an aggregate of 19,800 shares of our common stock subject to his unvested RSUs, effective upon the expiration of the Consulting Period and (d) reimbursement of outplacement services used by Mr. Rovaldi (up to $10,000) for a period not to exceed one year following the Separation Date. The Separation Agreement also contains confidentiality, non-competition, non-disparagement and non-solicitation covenants and a release of claims by Mr. Rovaldi. For a detailed description of the severance provisions contained in our named executive officers’ offer letter and employment agreements, see “Potential Payments upon Termination or Change of Control” below.

  28. Code Section 280G

    Code Section 280G Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options, restricted stock and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In recommending or approving the compensation arrangements for our named executive officers, our Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent. None of our named executive officers is entitled to any Section 280G gross-up.

  29. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options under our equity incentive award plans are accounted for under ASC Topic 718. Our Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  30. Equity Grant Timing

    Equity Grant Timing From time to time, the Company grants stock options to its employees, including our named executive officers. Our historical practice has been to grant annual equity awards to all employees, including our named executive officers, at the beginning of the year (typically in February) and new hire or promotion grants around the commencement of employment or promotion date or as otherwise determined appropriate by the Compensation Committee. In January 2025, our Compensation Committee adopted an equity award grant policy, which creates a framework for a consistent process for granting equity awards under the 2020 Plan to all employees, including to our named executive officers. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Non-Employee Director Compensation — Non-Employee Director Compensation Policy” below. Option grants are made on the regular, predetermined grant dates pursuant to the equity grant policy (and previously, the equity grant delegation policy) and the Non-Employee Director Compensation Policy. The equity grant policy provides for an adjustment of such predetermined grant date if it falls within a designed blackout window relating to our release of financial or certain material non-public information (“MNPI”) about the Company. The Company has not granted equity awards in anticipation of the release of MNPI and we have not timed the release of MNPI based on equity award grant dates or for the purposes of affecting the value of executive compensation. We have no information to disclose pursuant to Item 402(x)(2) of Regulation S-K. Our Compensation Committee will continue to evaluate our equity grant policies as we continue to evolve and grow as a public company.

  31. Summary Compensation Table

    Summary Compensation Table The following table shows, for the years ended December 31, 2025 and 2024, compensation awarded to, paid to or earned by our NEOs:

  32. 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 ($) | | Jasbir Seehra, Ph.D. President and Chief Executive Officer | 2025 | 700,000 | 1,426,280 | — | 398,125 | 15,799(3) | 2,540,204 | | | 2024 | 699,039 | — | 5,104,488 | 455,000 | 14,666 | 6,273,192 | | Keith Regnante Chief Financial Officer | 2025 | 470,382 | 464,640 | — | 164,850 | 14,000(4) | 1,113,872 | | | 2024 | 447,799 | — | 1,633,436 | 197,142 | 13,800 | 2,292,177 | | Esther Cho, Esq.(5) Chief Legal Officer | 2025 | 459,192 | 464,640 | — | 161,000 | 14,000(4) | 1,098,832 | | Christopher Rovaldi(6) Former President and Chief Operating Officer | 2025 | 578,923 | 871,200 | — | — | 25,990(7) | 1,476,114 | | | 2024 | 539,231 | — | 6,125,385 | 297,000 | 13,800 | 6,975,416 |

  33. Summary Compensation Table

    (1) This column reflects the aggregate grant date fair value of all time-vesting and performance-vesting RSU and option awards granted during the indicated year measured pursuant to ASC Topic 718, the basis for computing stock-based compensation in our audited consolidated financial statements, excluding the effect of estimated forfeitures. This calculation assumes that the NEO will perform the requisite service for the award to vest in full as required by SEC rules. The performance-vesting RSU award granted to Dr. Seehra in 2025 are eligible to vest contingent upon the achievement of two rigorous development goals, as further described under “Executive Compensation — Elements of Our 2025 Executive Compensation Program — Equity Compensation” in this Proxy Statement. As such, the grant date fair value of such awards is based on the probable outcome of the performance conditions as of the grant date. The maximum potential value of such awards (assuming the highest level of performance achievement) is $1,426,280. The assumptions we used in valuing options and RSU awards are described in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon vesting of the stock options or RSU awards, the exercise of the stock options, or the sale of the common stock underlying such stock options and RSU awards. (2) This column reflects the amount of performance-based incentive compensation earned by our NEOs for the periods presented. For a description of the Company’s annual performance-based bonus program for 2025, see “Executive Compensation — Elements of Our 2025 Executive Compensation Program — Annual Cash Performance Bonus” in this Proxy Statement. (3) Represents (i) a match of contributions to the Company’s 401(k) savings plan in the amount of $14,000 and (ii) reimbursed cell phone expenses in the amount of $1,799. (4) Represents a match of contributions to the Company’s 401(k) savings plan. (5) Ms. Cho was not an NEO for 2024, nor have we previously reported her compensation for 2024. Accordingly, we have excluded Ms. Cho’s compensation for 2024. Mr. Rovaldi ceased his employment with the Company, effective August 18, 2025. Represents (i) a match of contributions to the Company’s 401(k) savings plan in the amount of $14,000 and (ii) accrued vacation in the amount of $11,990 paid to Mr. Rovaldi in connection with his cessation of employment in 2025.

  34. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information about equity awards granted to our NEOs that remained outstanding as of December 31, 2025.

  35. Outstanding Equity Awards as of December 31, 2025

    | | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price Per Share ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | Jasbir Seehra, Ph.D. | 9/3/2025 | 2/18/2025(3) | — | — | — | — | — | 90,500 | 1,842,580 | — | — | | | 9/3/2025 | 9/3/2025(4) | — | — | — | — | — | — | — | 90,500 | 1,842,580 | | | 2/23/2024 | 2/23/2024(5) | — | — | 125,000 | 63.61 | 2/22/2034 | — | — | — | — | | | 2/13/2024 | 2/13/2024(6) | 54,687 | 70,313 | — | 56.18 | 2/12/2034 | — | — | — | — | | | 2/16/2023 | 2/16/2023(6) | 137,500 | 62,500 | — | 54.38 | 2/15/2033 | — | — | — | — | | | 1/21/2022 | 1/19/2022(6) | 154,687 | 10,313 | — | 46.30 | 1/20/2032 | — | — | — | — | | | 1/10/2021 | 1/7/2021(6) | 127,200 | — | — | 70.93 | 1/9/2031 | — | — | — | — | | | 4/7/2020 | 3/1/2020(6) | 696,569 | — | — | 16.00 | 4/6/2030 | — | — | — | — | | | 6/19/2019 | 12/1/2018(6) | 45,087 | — | — | 0.48 | 6/18/2029 | — | — | — | — | | | 3/26/2018 | 12/18/2017(7) | 8,822 | — | — | 0.30 | 3/25/2028 | — | — | — | — | | | 3/26/2018 | 12/18/2017(8) | 252,444 | — | — | 0.30 | 3/25/2028 | — | — | — | — | | Keith Regnante | 2/18/2025 | 2/18/2025(9) | — | — | — | — | — | 44,000 | 895,840 | — | — | | | 2/13/2024 | 2/13/2024(6) | 17,500 | 22,500 | — | 56.18 | 2/12/2034 | — | — | — | — | | | 2/16/2023 | 2/16/2023(6) | 27,500 | 12,500 | — | 54.38 | 2/15/2033 | — | — | — | — | | | 1/21/2022 | 1/19/2022(6) | 46,875 | 3,125 | — | 46.30 | 1/20/2032 | — | — | — | — | | | 1/10/2021 | 1/7/2021(6) | 49,150 | — | — | 70.93 | 1/9/2031 | — | — | — | — | | | 4/7/2020 | 3/1/2020(6) | 53,622 | — | — | 16.00 | 4/6/2030 | — | — | — | — | | | 4/7/2020 | 2/24/2020(6) | 18,430 | — | — | 16.00 | 4/6/2030 | — | — | — | — | | Esther Cho, Esq. | 2/18/2025 | 2/18/2025(9) | — | — | — | — | — | 44,000 | 895,840 | | | | | 2/13/2024 | 2/13/2024(6) | 21,875 | 28,125 | — | 56.18 | 2/12/2034 | — | — | — | — | | | 2/16/2023 | 2/16/2023(6) | 34,375 | 15,625 | — | 54.38 | 2/15/2033 | — | — | — | — | | | 1/21/2022 | 1/19/2022(6) | 23,437 | 1,563 | — | 46.30 | 1/20/2032 | — | — | — | — | | | 1/10/2021 | 1/7/2021(6) | 20,000 | — | — | 70.93 | 1/9/2031 | — | — | — | — | | | 5/4/2020 | 4/22/2020(6) | 20,968 | — | — | 29.02 | 5/4/2030 | — | — | — | — | | Christopher Rovaldi | — | — | — | — | — | — | — | — | — | — | — |

  36. Outstanding Equity Awards as of December 31, 2025

    (1) All of the option awards listed in the table above granted prior to the pricing of our IPO on April 7, 2020 were granted under our 2017 Plan and all of the option awards granted on or after the pricing of our IPO were granted under our 2020 Plan. (2) Calculated based on the closing price per share of our common stock on December 31, 2025, which was $20.36. (3) The RSU award vests as follows: 25% of the shares shall vest on each of the first, second, third and fourth anniversaries of the vesting commencement date, subject to continued service through each such applicable vesting date. The RSU award is eligible to vest contingent upon the achievement of two rigorous development goals, as further described under “Executive Compensation — Elements of Our 2025 Executive Compensation Program — Equity Compensation” in this Proxy Statement. The option award is eligible to vest contingent upon the achievement of two rigorous development goals, as further described under “Executive Compensation — Elements of Our 2025 Executive Compensation Program — Equity Compensation — 2024 Chief Executive Officer Equity Awards” in this Proxy Statement. (6) Each option award vests as follows: 25% of the shares subject to the option vest on the first anniversary of the vesting commencement date and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the first anniversary of the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. (7) Each option award vests as follows: 8.33% of the shares subject to the option vest at the end of each successive three (3) month period following the vesting commencement date until the third anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. (8) Each option award vests as follows: 50% of the shares subject to the option are fully vested and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the vesting commencement date until the second anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. (9) Each RSU award vests as follows: 33% of the shares shall vest on February 17, 2026, an additional 34% of the total number of shares shall vest on August 15, 2026, and the remaining 33% of the total number of shares shall vest on February 16, 2027, subject to continued service through each such applicable vesting date.

  37. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined benefit plans.

  38. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any non-qualified defined contribution plans or other deferred compensation plans.

  39. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Christopher Rovaldi. Mr. Rovaldi ceased his employment with us, effective August 18, 2025. In connection with the cessation of his employment, Mr. Rovaldi entered into the Separation Agreement. Pursuant to the Separation Agreement, Mr. Rovaldi provided up to 20 hours of consulting services to the Company for the Consulting Period. As consideration for any consulting services in excess of 20 hours during the Consulting Period, we were obligated to pay Mr. Rovaldi an hourly fee of $425.00. Mr. Rovaldi’s consulting services were limited to 20 hours or less and as a result the hourly fee was not payable. In addition, we provided Mr. Rovaldi with (a) cash severance equivalent to nine months of Mr. Rovaldi’s base salary in effect as of the Separation Date, (b) reimbursement of COBRA healthcare premium costs for the same level of coverage he had during employment until the earlier of (i) nine months, (ii) the expiration of Mr. Rovaldi’s eligibility for the continuation coverage, or (iii) the date Mr. Rovaldi becomes eligible for substantially equivalent healthcare coverage through another source, (c) acceleration of vesting of an aggregate of 19,800 shares of our common stock subject to his unvested RSUs, effective upon the expiration of the Consulting Period and (d) reimbursement of outplacement services used by Mr. Rovaldi (up to $10,000) for a period not to exceed one year following the Separation Date. The Separation Agreement also contains confidentiality, non-competition, non-disparagement and non-solicitation covenants and a release of claims by Mr. Rovaldi. Jasbir Seehra, Ph.D., Keith Regnante and Ms. Cho. Regardless of the manner in which an NEO’s service terminates, each NEO is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation. Pursuant to the employment agreements entered into with each of our NEOs, our NEOs are entitled to certain severance benefits, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change of control, disability and good reason are defined in the agreements. If the executive is terminated by the Company involuntarily without cause (and not due to death or disability) or the executive resigns for good reason, in each case, not in connection with a change of control then: • With respect to Dr. Seehra, he will be entitled to cash severance equal to continued base salary payments for 12 months; continued vesting of the executive’s options for a period of 12 months; a lump sum payment equal to 100% of the executive’s target bonus pro-rated for the year of termination, only if the executive is terminated on or after July 1 of the calendar year; and payment of COBRA premiums for up to 12 months. • With respect to Mr. Regnante and Ms. Cho, the executive will be entitled to cash severance equal to continued base salary payments for nine months and payment of COBRA premiums for up to nine months. If immediately before or within 12 months following a change of control, the executive is terminated by the Company or successor involuntarily without cause (and not due to death or disability) or the executive resigns for good reason, the executive shall be entitled to cash severance equal to continued base salary payments for 18 months for Dr. Seehra or for 12 months for our other NEOs; acceleration of all of the executive’s unvested and outstanding equity awards; a lump sum payment equal to 100% of the executive’s target bonus for the year of termination; and payment of COBRA premiums for up to 18 months for Dr. Seehra or up to 12 months for our other NEOs. Jasbir Seehra, Ph.D. As further described under “Executive Compensation — Elements of Our 2025 Executive Compensation Program — Equity Compensation” in this Proxy Statement, Dr. Seehra was granted a performance-vesting option in February 2024 and performance-vesting RSUs in September 2025. The option and RSUs are subject to acceleration under specified conditions. For purposes of both equity awards, involuntary termination refers to termination of continuous service without cause (and not due to death or disability) or resignation for good reason. Cause, disability and good reason are defined in Dr. Seehra’s employment agreement. The change in control period refers to the time period beginning immediately before and terminating two years following a change in control (as defined in the 2020 Plan). • In the event of a change in control prior to vesting of any portion of the applicable equity award and during Dr. Seehra’s continuous service, if the surviving or acquiring corporation does not assume, continue or substitute the applicable equity award, the applicable equity award will accelerate in full. • In the event of Dr. Seehra’s involuntary termination outside of the change in control period and prior to vesting of any portion of the applicable equity award, the applicable equity award will remain outstanding and eligible to vest for 12 months, after which it will terminate (subject to satisfaction of a release condition). • In the event of Dr. Seehra’s involuntary termination during the change in control period and prior to vesting of any portion of the applicable equity award, the applicable equity award will accelerate in full (subject to satisfaction of a release condition). • After the first vesting tranche, if either (i) a change in control occurs during Dr. Seehra’s continuous service or (ii) Dr. Seehra experiences an involuntary termination, the applicable equity award will be treated consistently with other time-vesting equity awards, as applicable, in accordance with the 2020 Plan and Dr. Seehra’s employment agreement.

  40. ITEM 402(V) PAY VERSUS PERFORMANCE

    ITEM 402(V) PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our compensation and pay-for-performance philosophy and how we align executive compensation with Company performance, refer to “Executive Compensation” in this Proxy Statement, beginning on page 28.

  41. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in “Executive Compensation.” In 2025, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. Our Chief Executive Officer is our principal executive officer and is referred to as “PEO” in the headers to the following tables.

  42. Required Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1)(2) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) ($) | Value of Initial Fixed $100 Investment Based On: | Net Income (Loss) (in thousands)(5) ($) | | | | | | | Total Shareholder Return(4) ($) | | | 2025 | 2,540,204 | 3,710,551 | 1,229,606 | 684,822 | 28.86 | 87,014 | | 2024 | 6,273,192 | 2,696,954 | 4,167,434 | 709,909 | 22.44 | (187,353) | | 2023 | 8,932,076 | 3,436,404 | 3,043,725 | 1,669,962 | 56.37 | (152,992) |

  43. Required Tabular Disclosure of Pay Versus Performance

    (1) NEOs included in these columns reflect the following individuals:

  44. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Jasbir Seehra | Keith Regnante, Esther Cho, Christopher Rovaldi | | 2024 | Jasbir Seehra | Keith Regnante, Simon Cooper, Christopher Rovaldi, Yung Chyung | | 2023 | Jasbir Seehra | Keith Regnante, Simon Cooper, Christopher Rovaldi |

  45. Required Tabular Disclosure of Pay Versus Performance

    (2) The Summary Compensation Table totals reflected are as reported for the PEO and the average of the non-PEO NEOs for each of 2025, 2024 and 2023. Represents the amount of CAP to Dr. Seehra and average amount of CAP to our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine CAP:

  46. Required Tabular Disclosure of Pay Versus Performance

    | Year | NEOs | Summary Compensation Table (“SCT”) Total Compensation ($) | Deduct: Grant Date Fair Value of the “StockAwards” and “Option Awards” Columns in the SCT for Applicable Year ($)* | Add: Fair Value at Applicable Year End of Awards Granted During Applicable Year that Remain Unvested as of Applicable Year End ($)* | Add: Change in Fair Value from the end of the Prior Year to the End of the Applicable Year of Awards Granted During Prior Year that Were Outstanding and Unvested as of Applicable Year End ($)* | Add: Fair Value as of the Vesting Date of Awards that were Granted and Vested During the Applicable Year ($) | Add: Change in Fair Value as of the Vesting Date of Prior Years’ Awards that Vested During the Applicable Year ($)* | Deduct: Fair Value as of Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Applicable Year ($)* | CAP ($)* | | 2025 | PEO | 2,540,204 | (1,426,280) | 1,842,580 | 737,485 | — | 16,562 | — | 3,710,551 | | | Average Non-PEO NEOs | 1,229,606 | (600,160) | 597,227 | 62,906 | 115,830 | (188,890) | (531,697) | 684,822 |

  47. Required Tabular Disclosure of Pay Versus Performance

    Amount of equity award adjustments may differ from amount reported in the table above due to rounding. For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.

  48. Required Tabular Disclosure of Pay Versus Performance

    | Assumptions | As of the Measurement Dates in Fiscal Year 2025 | | Expected Term | 4.10 – 9.00 years | | Strike Price | $46.30 – $70.93 | | Volatility | 82.13% – 86.05% | | Dividend Yield | 0.0% – 0.0% | | Risk-Free Interest Rate | 3.59% – 4.44% |

  49. Required Tabular Disclosure of Pay Versus Performance

    (4) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of our common stock at the end of each fiscal year. In each case, assumes reinvestment of dividends and an initial investment of $100 on December 31, 2020. (5) The dollar amounts reported represent the net loss reflected in the Company’s audited financial statements for the applicable year.

  50. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table

  51. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail above in “Executive Compensation” in this Proxy Statement, the Company’s executive compensation program reflects a performance-driven compensation philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.

  52. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2025:

  53. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Total | | Jean-Jacques Bienaimé | $72,908 | $77,805 | $108,730 | $259,443 | | Nima Farzan | 52,500 | 77,805 | 108,730 | 239,035 | | Carl L. Gordon(4) | 46,000 | 77,805 | 108,730 | 232,535 | | Mary Ann Gray | 61,000 | 77,805 | 108,730 | 247,535 | | Tomer Kariv(5) | 39,538 | 79,223 | 21,016 | 139,777 | | Julius Knowles | 52,500 | 77,805 | 108,730 | 239,035 | | Ran Nussbaum(6) | 36,375 | 79,223 | 21,016 | 136,614 | | Alpna Seth | 52,000 | 77,805 | 108,730 | 238,535 | | Charles Newton(7) | — | — | — | — |

  54. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Amounts reported were paid under our non-employee director compensation policy, which was adopted effective as of the closing of our IPO, and amended and restated most recently on February 24, 2026. (2) Amounts reported represent (1) the aggregate grant date fair value of the RSU awards and stock options, as applicable, granted to our non-employee directors during 2025 under our 2020 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures, and (2) the incremental fair value received by Mr. Kariv and Mr. Nussbaum with respect to the acceleration of the vesting of their stock options in connection with their resignations from our Board. The assumptions used in calculating the grant date fair value of the RSU awards and the stock options reported in this column are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the non-employee directors upon vesting of the RSU awards or the stock options, the exercise of the stock options, or the sale of the common stock underlying such RSU awards and stock options. (3) The table below sets forth the aggregate number of outstanding RSU awards and shares underlying outstanding stock options held by each non-employee director as of December 31, 2025. None of our non-employee directors held other unvested stock awards as of December 31, 2025.

  55. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Number of RSU Awards | Number of Shares Underlying Options | | Jean-Jacques Bienaimé | 5,250 | 28,100 | | Nima Farzan | 5,250 | 55,586 | | Carl L. Gordon | 5,250 | 47,086 | | Mary Ann Gray | 5,250 | 63,673 | | Tomer Kariv(5) | — | — | | Julius Knowles | 5,250 | 47,086 | | Ran Nussbaum(6) | — | — | | Alpna Seth | 5,250 | 50,500 | | Charles Newton(7) | — | — |

  56. NON-EMPLOYEE DIRECTOR COMPENSATION

    (4) Dr. Gordon resigned from our Board and all committees thereof in March 2026. Mr. Kariv resigned from our Board and all committees thereof in October 2025. In connection with Mr. Kariv’s resignation, our Board accelerated the vesting of the 10,500 stock options and 5,250 RSUs that Mr. Kariv received on June 4, 2025, effective as of October 14, 2025. Mr. Nussbaum resigned from our Board and all committees thereof in October 2025. In connection with Mr. Nussbaum’s resignation, our Board accelerated the vesting of the 10,500 stock options and 5,250 RSUs that Mr. Nussbaum received on June 4, 2025, effective as of October 14, 2025. (7) Mr. Newton was appointed to the Board, effective March 9, 2026. Dr. Seehra, our Chief Executive Officer, is also a member of our Board but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Dr. Seehra for his service as our Chief Executive Officer.

  57. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board maintains a non-employee director compensation policy, pursuant to which each of our directors who is not an employee or consultant of our Company is eligible to receive compensation for service on our Board and committees of our Board. In March 2020, following analysis of market research and advice from its compensation consultant, our Board adopted the non-employee director compensation policy, which became effective on April 7, 2020. Following review of market research and advice from its compensation consultant, our Board amended our non-employee director compensation policy, effective on February 16, 2023 and most recently, effective February 24, 2026.

  58. Executive and Director Compensation

    Executive and Director Compensation We have granted stock options to certain of our executive officers and directors. For more information regarding the stock options granted to our directors and NEOs, see “Executive Compensation” and “Non-Employee Director Compensation.”