DEF 14A of Scholar Rock Holding Corp, Apr 22, 2026

DEF 14A of Scholar Rock Holding Corp

Filed Apr 22, 2026 · FY20250001104659-26-046917

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF CLASS II DIRECTORS Our Board of Directors currently consists of nine members. In accordance with the terms of our certificate of incorporation and bylaws, our Board of Directors is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the Class II directors are David Hallal (Chair), Kristina Burow, Michael Gilman, Ph.D. and Katie Peng and their terms will expire at the Annual Meeting of stockholders to be held this year; • the Class III directors are Richard Brudnick, Jeffrey S. Flier, M.D. and Akshay Vaishnaw, M.D., Ph.D., and their terms will expire at the Annual Meeting of stockholders to be held in 2027; and • the Class I directors are Srinivas Akkaraju, M.D., Ph.D. and Joshua Reed, and their terms will expire at the Annual Meeting of stockholders to be held in 2028. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the Annual Meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office. Our Board of Directors has nominated David Hallal (Chair), Kristina Burow, Michael Gilman, Ph.D. and Katie Peng for election as the Class II directors at the Annual Meeting. The nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors.

  2. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors The following table identifies our nominees for Class II directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 10, 2026.

  3. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with Scholar Rock | Director Since | Age | | David Hallal | Chief Executive Officer, Chairman and Director | 2017 | 59 | | Kristina Burow | Director | 2014 | 53 | | Michael Gilman, Ph.D. | Director | 2013 | 71 | | Katie Peng | Director | 2024 | 55 |

  4. Nominees for Election as Class II Directors

    David Hallal has served as Chief Executive Officer of Scholar Rock since April 2025 and has served as the Chairman of our Board of Directors since July 2017. He also serves as the Chairman of the Board of Directors of ElevateBio, LLC, and Kalaris Therapeutics, Inc. From December 2017 until April 2025, Mr. Hallal served as Chairman and Chief Executive Officer of ElevateBio, LLC. From September 2018 until May 2021, Mr. Hallal served as Chairman and Chief Executive Officer of AlloVir, Inc. and since May 2021, served as its Executive Chairman which merged with Kalaris Therapeutics, Inc in March 2025. Prior to that, Mr. Hallal served in executive roles of increasing responsibility at Alexion Pharmaceuticals, Inc. (“Alexion”), most recently serving as Chief Executive Officer and a board member. Prior to his role as Chief Executive Officer, Mr. Hallal served Alexion as Chief Operating Officer and a board member as well as Chief Commercial Officer and Head of Commercial Operations. From February 2018 until July 2025, Mr. Hallal served as a member of the Board of Directors of Seer, Inc, and from June 2018 until August 2025, Mr. Hallal served as Chairman of the Board of Directors of iTeos Therapeutics SA. Mr. Hallal holds a B.A. in psychology from the University of New Hampshire. Our Board of Directors believes that Mr. Hallal’s experience as an executive at numerous pharmaceutical companies qualifies him to serve as our Chairman of the Board of Directors. Kristina Burow has served as a director since August 2014. Ms. Burow is a Managing Director of ARCH Venture Partners focused on the creation and development of biotechnology, pharmaceutical and health tech companies. She joined ARCH in 2002 as an Associate and has played a significant role in the growth of ARCH’s life science portfolio, including multiple public companies exceeding billion-dollar valuations. Ms. Burow is a co-founder and director of Neumora Therapeutics, Inc., and a director of Boundless Bio, Inc., Mirador Therapeutics, Inc., Treeline Biosciences, Inc., and Magnet Biomedicine, Inc., among others. She previously was a co-founder and director of Receptos, Inc. (acquired by Celgene), Orbital Therapeutics, Inc. (acquired by Bristol Myers-Squibb), Vividion Therapeutics, Inc. (acquired by Bayer AG), and Metsera, Inc. (acquired by Pfizer), and a former director at Beam Therapeutics Inc., Gossamer Bio, Inc., Metacrine, Inc., Unity Biotechnology, Inc., and Vir Biotechnology, among others. Ms. Burow has participated and led investments in a number of other ARCH portfolio companies including Amplitude Therapeutics, Inc., Aspen Neuroscience, Inc., CREATE Medicines Inc., Aledade, Inc., Erasca, Inc., Kura Oncology, Inc., KYTHERA Biopharmaceuticals Inc. (acquired by Allergan), and Ikaria, Inc. (acquired by Mallinckrodt Pharmaceuticals). Prior to joining ARCH, Ms. Burow was an Associate with the Novartis BioVenture Fund in San Diego. As an early employee at the Genomics Institute of the Novartis Research Foundation (GNF), she directed Chemistry Operations and was active in Business Development where she helped create numerous companies as spin-outs from GNF. Ms. Burow holds a M.B.A. from the University of Chicago, a M.A. in Chemistry from Columbia University and a B.S. in Chemistry from the University of California, Berkeley. Our Board of Directors believes that Ms. Burow’s extensive experience investing in biopharmaceutical and biotechnology companies and her experience on Boards of Directors in the medical industry qualifies her to serve on our Board of Directors. Michael Gilman, Ph.D. has served as a director since November 2013. Dr. Gilman is currently Chief Executive Officer for Arrakis Therapeutics, Inc., a role he has served in since 2016. From October 2016 to April 2019, Dr. Gilman was Chief Executive Officer for Obsidian Therapeutics, Inc. Previously, from 2014 to 2016, Dr. Gilman was Founder and Chief Executive Officer of Padlock Therapeutics, Inc. Dr. Gilman is on the board of directors of several private companies. Dr. Gilman was a postdoctoral fellow with Dr. Robert Weinberg at the Whitehead Institute. He holds a Ph.D. in Biochemistry from University of California, Berkeley, and a S.B. in Life Sciences from the Massachusetts Institute of Technology. Our Board of Directors believes that Dr. Gilman’s extensive experience in the pharmaceuticals industry qualifies him to serve on our Board of Directors. Katie Peng has served as a director since February 2024. Ms. Peng is currently the Chief Commercial Officer and member of the management team at Denali Therapeutics, a role she has served in since September 2021. From November 2019 to September 2021, Ms. Peng served as Senior Vice President, OMNI Business Unit Head of Genentech, Inc, where she was responsible for the neurology, ophthalmology, immunology, respiratory and rare disease portfolio and from April 2017 to October 2019 she served as Senior Vice President, IMPACT Business Unit Head. Ms. Peng is a member of the Board of Directors for Adicet Bio, Inc. Ms. Peng received a B.A. in Biology from the University of California, Berkeley and an M.B.A. with concentrations in Marketing and Finance from the Kelley School of Business, Indiana University. Our Board of Directors believes that Ms. Peng’s experience as an executive at pharmaceutical companies launching commercial drugs globally qualifies her to serve on our Board of Directors.

  5. Directors Not Standing for Election or Re-Election

    Directors Not Standing for Election or Re-Election The following table and paragraphs identify our directors who are not standing for election or re-election at this year’s Annual Meeting, and sets forth their principal occupation and business experience during the last five years and their ages as of April 10, 2026.

  6. Directors Not Standing for Election or Re-Election

    | Name | Positions and Offices Held with Scholar Rock | Director Since | Class and Year in Which Term Will Expire | Age | | Richard Brudnick | Director | 2022 | Class III — 2027 | 69 | | Jeffrey S. Flier, M.D. | Director | 2022 | Class III — 2027 | 78 | | Akshay Vaishnaw, M.D., Ph.D. | Director | 2021 | Class III — 2027 | 63 | | Srinivas Akkaraju, M.D., Ph.D. | Director | 2022 | Class I — 2028 | 58 | | Joshua Reed | Director | 2021 | Class I — 2028 | 53 |

  7. Class III Directors

    Class III Directors Richard H. Brudnick has served as a director since April 2023. Mr. Brudnick joined Prime Medicine, Inc. in July 2022, and has served as Chief Business Officer until July 2025. Prior to joining Prime Medicine from June 2018 to June 2022, Mr. Brudnick was Chief Business Officer and Head of Strategy for Codiak BioSciences, Inc. From May 2016 to March 2018, Mr. Brudnick was Executive Vice President of Business Development and Alliance Management at Bioverativ, Inc., and Mr. Brudnick served as Biogen Inc.’s Senior Vice President of Corporate Development from August 2014 until May 2016. Mr. Brudnick is a member of the Board of Directors for InflaRx N.V. Mr. Brudnick previously served as a director of Volition RX Limited. Mr. Brudnick received a B.S. and M.S. in Management Science from the Massachusetts Institute of Technology. Our Board of Directors believes that Mr. Brudnick’s biotechnology leadership experience qualifies him to serve on our Board of Directors. Jeffrey S. Flier, M.D. has served as a director since October 2016. Since August 2016, Dr. Flier has served as the Higginson Professor of Physiology and Medicine and Harvard University Distinguished Service Professor, and from 2007 to August 2016 served as the twenty-first Dean of the Faculty of Medicine at Harvard University. An elected member of the National Academy of Medicine and a fellow of the American Academy of Arts and Sciences, his many honors include the Eli Lilly Award of the American Diabetes Association, and the Berson Lecture of the American Physiological Society. He was the recipient of the 2005 Banting Medal from the American Diabetes Association, its highest scientific honor. Dr. Flier received his B.S. from City College of New York and his M.D. from Mount Sinai School of Medicine with highest academic honors, and he completed his residency training at Mount Sinai School of Medicine. Our Board of Directors believes that Dr. Flier’s extensive medical and scientific experience and his leadership skills qualify him to serve on our Board of Directors. Akshay Vaishnaw, M.D., Ph.D. has served as President of R&D of Scholar Rock since April 2025 and has served as a director since May 2019. Dr. Vaishnaw has been a venture partner at Atlas Venture since March 2024. From September 2023 to December 2024, Dr. Vaishnaw served as Chief Innovation Officer and Member of the Scientific Advisory Board at Alnylam Pharmaceuticals. From January 2022 to September 2023, Dr. Vaishnaw served as President of Alnylam and from March 2018 to January 2022, he served as President, R&D. Dr. Vaishnaw also served in various other roles of increasing responsibility at Alnylam since joining in 2006. Dr. Vaishnaw currently serves on the board of directors for Hemab Inc. since January 2024. Dr. Vaishnaw previously served on the board of directors for Editas Medicine, Inc. and Visterra, Inc. He received his M.D. from the University of Wales College of Medicine, U.K., and his Ph.D. from the University of London, U.K., in molecular immunology. He is a Fellow of the Royal College of Physicians, U.K. Our Board of Directors believes that Dr. Vaishnaw’s extensive medical, drug development and business experience, combined with his leadership skills, qualify him to serve on our Board of Directors.

  8. Class I Directors

    Class I Directors Srinivas Akkaraju, M.D., Ph.D. has served as a director since July 2022. Since March 2017, Dr. Akkaraju has been Managing General Partner at Samsara BioCapital, a firm that he founded. Dr. Akkaraju is a member of the Board of Directors for Alumis, Inc., Mineralys Therapeutics Inc., vTv Therapeutics, Inc., Inventiva S.A., and Kalaris Therapeutics, Inc. Dr. Akkaraju previously served as director of Syros Pharmaceuticals, Inc., Chinook Therapeutics, Inc., Intercept Pharmaceuticals, Inc., Jiya Acquisition Corp., Seattle Genetics, Inc., and Principia Biopharma, Inc. Dr. Akkaraju received his M.D. and a Ph.D. in Immunology from Stanford University. He received his undergraduate degrees in Biochemistry and Computer Science from Rice University. Our Board of Directors believes that Dr. Akkaraju’s biotechnology investment experience qualifies him to serve on our Board of Directors. Joshua Reed has served as a director since March 2021. Since September 2025, Mr. Reed has served as Chief Financial Officer of Alkermes, plc. In this role, he leads the Financial Planning & Analysis, Accounting & Financial Operations, Tax, Procurement and Strategic Sourcing functions. Mr. Reed previously served as Chief Financial Officer of Omega Therapeutics, Inc. (“Omega”), from May 2022 to May 2024, where he was responsible for finance, investor relations, and information technology. From July 2018 until May 2022, Mr. Reed served as Chief Financial Officer of Aldeyra Therapeutics, Inc., where he was responsible for finance, business development, investor relations, compliance, human resources, and information technology. Prior to joining Aldeyra, from June 2016 to July 2018, Mr. Reed served as Vice President and Head of Finance for Bristol-Myers Squibb’s (“BMS”) United States and Puerto Rico operations, a $12 billion business unit. Prior to that, Mr. Reed held roles of increasing responsibility at BMS, including positions in financial planning and analysis, supply chain finance, operations finance, and mergers and acquisitions. Mr. Reed received a B.S. in Finance from Rutgers University and an M.B.A. with concentrations in Finance and Corporate Strategy from the University of Michigan’s Ross School of Business. Our Board of Directors believes that Mr. Reed’s years of pharmaceutical industry, financial operations, strategy, and investment banking experience qualifies him to serve on our Board of Directors.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation paid to our non-employee directors during 2025. Mr. Hallal and Dr. Vaishnaw earned cash fees for their service as non-employee directors prior to becoming executive officers in April 2025. Jay Backstrom, our former President and Chief Executive Officer, received no compensation for his service as a director in 2025, and, consequently, is not included in this table. The compensation received by Mr. Hallal and Dr. Vaishnaw for their service as non-employee directors, and the compensation received by Mr. Hallal, Dr. Vaishnaw and Dr. Backstrom as employees during 2025 is presented in the “Summary Compensation Table.”

  10. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1)(4) | Option Awards ($)(2)(3) | Stock Awards ($)(2)(3) | Total ($) | | Srinivas Akkaraju, M.D., Ph.D. | 61,077 | 232,479 | 232,471 | 526,027 | | Richard Brudnick | 59,574 | 232,479 | 232,471 | 524,524 | | Kristina Burow | 66,099 | 232,479 | 232,471 | 531,049 | | Jeffrey S. Flier, M.D. | 75,712 | 232,479 | 232,471 | 540,662 | | Michael Gilman, Ph.D. | 66,099 | 232,479 | 232,471 | 531,049 | | Katie Peng | 66,188 | 232,479 | 232,471 | 531,138 | | Joshua Reed | 75,102 | 232,479 | 232,471 | 540,052 |

  11. DIRECTOR COMPENSATION

    (1) Amounts reported represent cash retainer payments made pursuant to our Non-Employee Director Compensation Policy (as defined below) for services performed during the period from January 1, 2025 through December 31, 2025. (2) Amounts reported reflect the aggregate grant date fair value of option awards granted during 2025 calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation — Stock Compensation. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 10 to our financial statements for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the named director upon vesting or exercise of such awards. (3) As of December 31, 2025, each director held options to purchase shares of the Company’s common stock and outstanding restricted stock units as follows:

  12. DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Options | Number of Restricted Shares | | Srinivas Akkaraju, M.D., Ph.D. | 119,206 | 7,632 | | Richard Brudnick | 83,206 | 7,632 | | Kristina Burow | 142,480 | 7,632 | | Jeffrey S. Flier, M.D. | 126,979 | 7,632 | | Michael Gilman, Ph.D. | 157,794 | 7,632 | | Katie Peng | 50,973 | 18,064 | | Joshua Reed | 106,806 | 7,632 |

  13. DIRECTOR COMPENSATION

    (4) Dr. Akkaraju earned cash compensation under our Non-Employee Director Compensation Policy, which was paid directly to Dr. Akkaraju’s employer. Under our Non-Employee Director Compensation Policy (as amended from time to time, the “Non-Employee Director Compensation Policy”), we pay our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee of the Board of Directors on which the director serves as a member. In addition, each non-employee director elected or appointed to our Board of Directors is granted an equity award following such director’s election or appointment to the Board of Directors and at each of our annual shareholder meetings (other than a director who was appointed or elected to our Board of Directors within three months prior to such annual meeting), subject to certain vesting conditions, provided the director continues to serve on our Board of Directors on the applicable vesting date. Our Non-Employee Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Non-employee director compensation under this policy is reviewed by our compensation committee on a regular basis and the compensation committee engages a compensation consultant to assist the compensation committee in its review. Any changes to non-employee director compensation are reviewed and approved by our Board of Directors. Cash retainer fees to directors are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board of Directors or a particular committee. As of December 31, 2025, the fees paid to non-employee directors for service on the Board of Directors and for service on each committee of the Board of Directors on which the director is a member are as follows:

  14. DIRECTOR COMPENSATION

    | | 2025 Annual Retainer | | Board of Directors: | | | Nonemployee member | $50,000* | | Audit Committee: | | | Member | $12,500* | | Additional fee for Chair | $12,500* | | Compensation Committee: | | | Member | $10,000* | | Additional fee for Chair | $10,000* | | Nominating and Corporate Governance Committee: | | | Member | $6,000* | | Additional fee for Chair | $6,000* | | Science, Innovation and Technology Committee: | | | Member | $10,000* | | Additional fee for Chair | $10,000* |

  15. DIRECTOR COMPENSATION

    * On May 22, 2025, our Non-Employee Director Compensation Policy was revised to increase the Board Member retainer from $45,000 to $50,000, to remove the Non-Executive Chair of the Board of Directors additional cash retainer, to increase the Audit Committee Member retainer from $10,000 to $12,500, to increase the Compensation Committee Chair additional cash retainer from $10,000 to $12,500, to increase the Compensation Committee Member retainer from $7,500 to $10,000, to increase the Compensation Committee Chair additional cash retainer from $7,500 to $10,000, to increase the Nominating and Corporate Governance Committee Member retainer from $5,000 to $6,000, to increase the Nominating and Corporate Governance Committee Chair additional cash retainer from $5,000 to $6,000, to increase the Science, Innovation and Technology Committee Member retainer from $7,500 to $10,000, and to increase the Science, Innovation and Technology Committee Chair additional cash retainer from $7,500 to $10,000. In addition, each non-employee director elected or appointed to our Board of Directors is granted a one-time equity award (the “Initial Equity Grant”) upon such director’s election or appointment to the Board of Directors, which vests monthly over three years, subject to continued service through such vesting dates. Through March 31, 2025, the Initial Equity Grant with respect to newly-appointed directors was a mix of stock options and restricted stock units, specifically an option to purchase 36,000 shares of common stock and 27,000 restricted stock units, provided that the total value of the Initial Equity Grant does not exceed $800,000 in the aggregate at the time of grant. On May 22, 2025, our Non-Employee Director Compensation Policy was revised for newly elected non-employee directors to receive (i) an option to purchase a number of shares of the Company’s common stock with a grant date value of $400,000, and (ii) restricted stock units with a grant date value of $400,000, which (y) option shall vest monthly over three years and (z) restricted stock units shall vest annually over three years commencing on the 15th day of the month of the anniversary following the date of grant, provided, however, that all vesting shall cease if the director resigns from the Board of Directors or otherwise ceases to serve as a director of the Company. On the date of each annual meeting of stockholders of our company, each non-employee director (other than a director who was appointed or elected to the Board of Directors within three months prior to such annual meeting) is granted an equity award (the “Annual Equity Grant”), which vests in full on the earlier to occur of the first anniversary of the date of grant or the next scheduled annual meeting, subject to continued service as a director through such vesting date. Our Non-Employee Director Compensation Policy, as revised on May 22, 2025, provides that the Annual Equity Grant shall be comprised of an option to purchase a number of shares of the Company’s common stock with a grant date value of $232,500, and restricted stock units with a grant date value of $232,500. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Director and committee meetings.

  16. Summary Compensation Table for Fiscal 2025

    Summary Compensation Table for Fiscal 2025 The following table presents the compensation awarded to, earned by or paid to (i) each individual who served as our principal executive officer (“PEO”) during the fiscal year ended December 31, 2025, (ii) the individual who served as our principal financial officer as of the end of the fiscal year ended December 31, 2025 (“PFO”) and (iii) the two most highly-compensated executive officers (other than the principal executive officer and principal financial officer) who were serving as executive officers on December 31, 2025. The following table also presents information regarding the compensation awarded to, earned by, and paid to each such individual during the fiscal year ended December 31, 2025, to the extent he or she was a named executive officer for such year.

  17. Summary Compensation Table for Fiscal 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Award ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | David Hallal(4) Chief Executive Officer and Chairman | 2025 | 637,500 | 2,000,000(5) | 22,518,500 | 7,624,988 | 452,293 | 67,646(6) | 33,300,927 | | Akshay Vaishnaw, M.D., Ph.D.(4) President of R&D | 2025 | 523,077 | 2,000,000(5) | 9,007,400 | 3,050,001 | 278,334 | 32,555(7) | 14,891,367 | | R. Keith Woods(4) Chief Operating Officer | 2025 | 523,077 | — | 9,007,400 | 3,050,001 | 278,334 | 57,187(8) | 12,915,999 | | Vikas Sinha(4) Chief Financial Officer | 2025 | 523,077 | — | 9,007,400 | 3,050,001 | 278,334 | 14,036(9) | 12,872,848 | | Jay Backstrom, M.D., M.P.H.(10) Former President and Chief Executive Officer | 2025 | 600,231 | — | 5,895,227 | 9,848,049 | — | 1,145,317(11) | 17,488,824 | | | 2024 | 649,500 | | 3,374,989 | 3,457,723 | 487,500 | 22,221 | 7,991,933 |

  18. Summary Compensation Table for Fiscal 2025

    Except as set forth below, the amounts reported reflect the aggregate grant date fair value of restricted stock units, performance-based restricted stock units or option awards granted during the year calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation — Stock Compensation. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For performance-based restricted stock units, the value reported includes the value of the award at the grant date based upon the probable outcome of the performance conditions. The value of performance-based restricted stock units at the grant date assuming that the highest level of performance condition will be achieved (at a maximum achievement level of 250%), is $14,316,000 for Mr. Hallal and $5,726,400 for each of Dr. Vaishnaw, Mr. Woods and Mr. Sinha. The performance-based restricted stock units are subject to performance-based and time-based vesting conditions. For information regarding assumptions underlying the valuation of this stock award, see Note 10 to our financial statements for the year ended December 31, 2025. The amounts reported for Dr. Backstrom include the incremental fair value associated with the modification of his outstanding stock options and restricted stock units that were accelerated in October 2025. Amounts reflect the actual cash incentive bonuses received by our named executive officers for performance of services in 2025 and 2024, as indicated, and were paid in the subsequent year. Bonuses for individuals were based upon achievement of corporate performance goals as determined by the Board of Directors and pro-rated based on the individual’s partial year of employment. (3) Amounts consist of group term life insurance and long-term disability, HSA contributions and taxable parking benefits. (4) Mr. Hallal, Dr. Vaishnaw, Mr. Woods and Mr. Sinha commenced employment with us on April 27, 2026. The amounts reported in the Salary column reflect the amounts actually earned for their partial year of employment. (5) Amount represents a signing bonus the named executive received upon commencing employment with us. (6) Amount also includes $7,767 in 401(k) matching contributions and $57,054 in fees paid as BOD compensation for Mr. Hallal prior to commencing employment. (7) Amount also includes $10,500 in 401(k) matching contributions and $18,482 in fees paid as BOD compensation for Dr. Vaishnaw prior to commencing employment. (8) Amount also includes $10,500 in 401(k) matching contributions and $43,718 in taxable housing costs. (9) Amount also includes $10,500 in 401(k) matching contributions. (10) Dr. Backstrom stepped down as our President and Chief Executive Officer and as a director on April 27, 2025, but remained as an employee in the role of senior advisor until October 31, 2025. (11) Amounts for Dr. Backstrom consist of: $1,061,664 in severance costs, consisting of costs related to salary continuance, payment of bonus and payment of employer portion of health insurance premiums, $65,079 in amounts paid for earned but unused vacation, $10,500 for 401(k) matching contributions, as well as costs for group term life insurance and long-term disability.

  19. Outstanding Equity Awards at 2025 Fiscal Year End Table

    Outstanding Equity Awards at 2025 Fiscal Year End Table The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2025.

  20. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | Name and Principal Position(9) | Grant Date | Option Awards | | | | Stock Awards | | 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 ($)(1) | | | | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options (# Unexercisable) | Option Exercise Price | Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($)(1) | | | | David Hallal Chief Executive Officer and Chairman | 2/20/2018(2) | 110,924 | — | $5.77 | 2/20/2028 | | | | | | | 6/22/2018(3) | 20,316 | — | $21.62 | 6/22/2028 | | | | | | | 5/21/2019(4) | 10,158 | — | $21.21 | 5/21/2029 | | | | | | | 6/16/2020(5) | 20,000 | — | $17.65 | 6/16/2030 | | | | | | | 5/27/2021(6) | 7,800 | — | $26.78 | 5/27/2031 | | | | | | | 5/26/2022(7) | 28,000 | — | $4.75 | 5/26/2032 | | | | | | | 6/16/2022(8) | 14,000 | — | $4.86 | 6/16/2032 | | | | | | | 6/21/2023(9) | 36,000 | — | $9.11 | 6/21/2033 | | | | | | | 6/27/2024(10) | 18,000 | — | $8.36 | 6/27/2034 | | | | | | | 4/27/2025(11) | | | | | 250,000 | 11,012,500 | | | | | 4/27/2025(12) | | | | | | | 1,250,000 | 55,062,500 | | | 5/2/2025(13) | | 275,167 | $32.91 | 5/2/2035 | | | | | | Akshay Vaishnaw President of R&D | 2/20/2018(2) | 1,313 | — | $5.77 | 2/20/2028 | | | | | | | 5/21/2019(14) | 20,136 | — | $21.21 | 5/21/2029 | | | | | | | 6/16/2020(5) | 13,000 | — | $17.65 | 6/16/2030 | | | | | | | 5/27/2021(6) | 7,800 | — | $26.78 | 5/27/2031 | | | | | | | 5/26/2022(7) | 28,000 | — | $4.75 | 5/26/2032 | | | | | | | 6/16/2022(8) | 14,000 | — | $4.86 | 6/16/2032 | | | | | | | 6/21/2023(9) | 36,000 | — | $9.11 | 6/21/2033 | | | | | | | 6/27/2024(10) | 18,000 | — | $8.36 | 6/27/2034 | | | | | | | 4/27/2025(11) | | | | | 100,000 | 4,405,000 | | | | | 4/27/2025(12) | | | | | | | 500,000 | 22,025,000 | | | 5/2/2025(13) | | 110,067 | $32.91 | 5/2/2035 | | | | | | R. Keith Woods Chief Operating Officer | 4/27/2025(11) | | | | | 100,000 | 4,405,000 | | | | Vikas Sinha Chief Financial Officer | 4/27/2025(11) | | | | | 100,000 | 4,405,000 | | | | | 4/27/2025(12) | | | | | | | 500,000 | 22,025,000 | | | 5/2/2025(13) | | 110,067 | $32.91 | 5/2/2035 | | | | | | Jay Backstrom Former President and Chief Executive Officer | 9/20/2022(15) | 600,000 | — | $8.85 | 9/20/2032 | | | | | | | 2/13/2023(16) | 146,786 | — | $10.00 | 2/13/2033 | | | | | | | 2/12/2024(17) | 89,285 | — | $15.75 | 2/12/2034 | | | | | | | 3/10/2025(18) | 9,464 | — | $35.15 | 3/10/2035 | | | | |

  21. Outstanding Equity Awards at 2025 Fiscal Year End Table

    The market value of unvested restricted stock units is based on $44.05, the closing market price of our common stock on December 31, 2025. Shares under this option vested in equal quarterly installments for a period of 16 quarters, with the first quarterly amount vesting on May 13, 2018. Award was associated with service as a BOD member. Shares under this option vested in equal monthly installments for a period of 36 months, with the first monthly amount vesting on June 29, 2018. Award was associated with service as a BOD member. (4) Shares under this option vested on May 21, 2020. Award was associated with service as a BOD member. (5) Shares under this option vested on May 27, 2021. Award was associated with service as a BOD member. (6) Shares under this option vested on May 26, 2022. Award was associated with service as a BOD member. (7) Shares under this option vested on May 26, 2023. Award was associated with service as a BOD member. (8) Shares under this option vested on June 16, 2023. Award was associated with service as a BOD member. (9) Shares under this option vested on June 21, 2024. Award was associated with service as a BOD member. (10) Shares under this option vested on May 22, 2025. Award was associated with service as a BOD member. (11) RSU award vests in equal annual installments for a period of four years with the first annual vesting on April 15, 2026. (12) Performance-based stock unit (“PSU”) award vests subject to performance- and time-based vesting condition. The amount reported herein represents the maximum number of shares of our common stock that may be issued under this award. The shares subject to this PSU vest in tranches of a combination of performance vesting tied to our common stock achieving certain price targets and time-based vesting over four years, provided the NEO continues to have a service relationship with us on each such vesting date. Any PSUs that have not vested on or prior to April 27, 2029 will be forfeited for no consideration. (13) Shares under this option vest 25% on April 27, 2026, with the remainder vesting in equal quarterly installments for a period of 12 quarters, thereafter. (14) Shares under this option vested in equal monthly installments for a period of 36 months, with the first monthly amount vesting on June 21, 2019. (15) Shares under this option vested 25% on September 20, 2023, with the remainder vesting in equal quarterly installments for a period of 12 quarters, thereafter. Vesting was modified to fully vest on October 31, 2025. (16) Shares under this option were scheduled to vest in equal quarterly installments for a period of 16 quarters with the first quarterly amount vesting on April 1, 2023. Vesting was modified to fully vest on October 31, 2025. (17) Shares under this option were scheduled to vest in equal quarterly installments for a period of 16 quarters with the first quarterly amount vesting on April 1, 2024. Vesting was modified to fully vest on October 31, 2025. (18) Shares under this option were scheduled to vest in equal quarterly installments for a period of 16 quarters with the first quarterly amount vesting on April 1, 2025. Vesting was modified to fully vest on October 31, 2025.

  22. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K). In April 2025, our former CEO, Jay Backstrom (referred to in the tables below as “PEO 2”) resigned and David Hallal (referred to in the tables below as “PEO 1”) was appointed as our new CEO. We provide compensation actually paid for both CEOs during the covered years in the following tables.

  23. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total for PEO 1(1) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 1(2) | Compensation Actually Paid to PEO 2(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | Net Income/(Loss)(6) (in millions) | | | | | | | | | Total Shareholder Return(5) | | | (a) | (b1) | (b2) | (c1) | (c2) | (d) | (e) | (f) | (h) | | 2025 | 33,300,927 | 17,488,824 | 44,340,712 | 6,152,175 | 13,560,071 | 17,933,442 | $486.74 | $(378) | | 2024 | N/A | 7,991,933 | N/A | 35,208,138 | 3,018,890 | 9,289,804 | $477.57 | $(246) | | 2023 | N/A | 4,111,853 | N/A | 10,538,048 | 2,159,711 | 4,201,772 | $207.73 | $(166) |

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

    Analysis of the Information Presented in the Pay Versus Performance Table Compensation Actually Paid and Company TSR As discussed above, we use a combination of short-term cash incentive compensation opportunities for our Executives, in the form of annual cash bonuses to incentivize and award delivery of Scholar Rock’s strategy and corporate objectives, and long-term equity incentive compensation consisting of stock options and restricted stock units. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Compensation Actually Paid and Net Income Because we are not a commercial-stage company, we did not have any revenue during the years ending 2025, 2024, and 2023. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.