DEF 14A of Tvardi Therapeutics, Inc.
Filed Apr 23, 2026 · FY20250001104659-26-047695
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is divided into three classes, with only one class of directors being elected in each year in each class, 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 six members. There are three directors currently serving on the Board in the class whose term of office expires in 2026, each of whom has been recommended for nomination to the Board by the Nominating and Corporate Governance Committee of the Board: Dr. Alibhai, Ms. Smith and Mr. Shah. Pursuant to the terms of the Merger Agreement, immediately upon the effective time of the Merger, each of Dr. Alibhai, Ms. Smith and Mr. Shah was appointed to our Board of Directors as designees of Tvardi. If elected at the Annual Meeting, each of these nominees would serve until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason or should for good cause decline to serve, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. The biographies of each of our nominees for election to the Board as Class II directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Class II Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Class II Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting Imran Alibhai, Ph.D. was appointed as our Chief Executive Officer and a member of our Board upon the closing of the Merger. Dr. Alibhai served as Legacy Tvardi’s Chief Executive Officer and a member of its board of directors from December 2018 to April 2025. From 2018 to 2025, Dr. Alibhai also served on the Scientific Advisory Board for NASA’s Translational Research Institute for Space Health. Prior to serving as Legacy Tvardi’s Chief Executive Officer, Dr. Alibhai was a Senior Vice President and Managing Director of DNAtrix, a clinical stage biotechnology company developing oncolytic viruses for cancer from 2014 to 2018. From 2010 to 2013, Dr. Alibhai was an investment banker in Peter J. Solomon’s Healthcare Advisory Group, focused on M&A transactions in science-based markets including biopharmaceuticals, medical devices/diagnostics and life science tools. From 2007 to 2010, Dr. Alibhai served as the Senior Director/Consultant at Alexandria Venture Investments, where he was responsible for investments in emerging companies and funds in the healthcare sector. From 2006 to 2007, he directed investments for PIPE’s and long/short positions in MPM Capital’s BioEquities hedge fund. Dr. Alibhai received a Ph.D. in Molecular Neuroscience from the University of Texas Southwestern Medical School and a B.S. in Biology from Duke University. We believe that Dr. Alibhai’s scientific and medical expertise, as well as his industry, academic and leadership roles, and his knowledge of the Company as Chief Executive Officer, makes him well qualified to serve on our Board. Sujal Shah was appointed to our Board and as Chair of our Board upon the closing of the Merger. Mr. Shah previously served as a member of Legacy Tvardi’s board of directors from January 2021 to April 2025 and as Chairman of the Legacy Tvardi board of directors from March 2024 to April 2025. Mr. Shah served as President and Chief Executive Officer at CymaBay Therapeutics from April 2017 until the sale of the company to Gilead Sciences in March 2024. Mr. Shah also served as a director at CymaBay from April 2017 until June 2024. Mr. Shah joined CymaBay as Chief Financial Officer in 2012, taking the company public in 2013. Prior to CymaBay, Mr. Shah was a healthcare investment banker for Citigroup from 2010 to 2012 and Credit Suisse First Boston from 2004 to 2010, where he was responsible for managing client relationships and executing strategic and financing related transactions for clients focused on life sciences. Mr. Shah also serves as a director at Souffle Therapeutics, a biotechnology company. Mr. Shah previously served as a director at Opthea Limited, an Australia based clinical-stage biopharmaceutical company, from April 2024 to September 2025. Mr. Shah received an M.B.A. from the Carnegie Mellon University Tepper School of Business, where he currently serves on the Business Board of Advisors, and M.S. and B.S. degrees in Biomedical Engineering from Northwestern University. We believe Mr. Shah’s extensive executive experience managing the operational and financial issues of biopharmaceutical companies provide him with the qualifications and skills to serve on the Board. Cynthia Smith was appointed to our Board upon the closing of the Merger. Since January 2017, Ms. Smith has consulted as a strategic advisor for biotechnology companies. Previously, she served as Chief Commercial Officer and a member of the Executive Committee of ZS Pharma, Inc. (“ZS Pharma”), a specialty pharmaceutical company developing therapies for treatment of hyperkalemia and liver diseases, from 2013 to 2016, where she led efforts to transition the company from a development stage company to a commercial enterprise. ZS Pharma was acquired by AstraZeneca in 2015. Prior to ZS Pharma, Ms. Smith served as Vice President, Market Access and Commercial Development at Affymax, Inc., a biopharmaceutical company, from 2008 to 2013. From 2000 to 2008, she held various senior leadership positions in market access, corporate strategy, government relations and external affairs at Merck & Co. Before beginning her career in the biopharmaceutical industry, Ms. Smith served as a healthcare policy analyst in the Office of Management and Budget at the White House from 1995 to 2000. Ms. Smith currently serves on the boards of directors of publicly traded biotechnology companies Agios Pharmaceuticals, Inc., Akebia Therapeutics, Inc., Protara Therapeutics, Inc., and Spero Therapeutics, Inc., and on the board of directors of the French-American Foundation. Ms. Smith previously served on the board of directors of Nivalis Therapeutics, Inc. from November 2016 to July 2017 and on the board of directors of Dicerna Pharmaceuticals, Inc. from August 2018 until its acquisition by Novo Nordisk A/S in 2021. Ms. Smith earned a B.A. from the University of North Carolina at Chapel Hill, an M.B.A. from the Wharton School and an M.S. in public policy from the Eagleton Institute of Politics at Rutgers University. We believe that Ms. Smith’s experience as an advisor to and member of the management team at pharmaceutical and biopharmaceutical companies and her current and past experience serving on boards of directors of public companies qualifies her to serve as a member of our Board. The Board of Directors Recommends a Vote FOR Each of the Named Nominees.
Class I Directors Continuing in Office Until the 2028 Annual Meeting
Class I Directors Continuing in Office Until the 2028 Annual Meeting Susan Shiff, Ph.D. remained on our Board as a designee of Cara upon the closing of the Merger and served as a member of Cara’s board of directors since June 2020. Dr. Shiff serves as Chief Executive Officer of Huma.ai, a privately held health technology company, a position she has held since July 2024. Previously, she served as President from March 2021 to July 2023 of Ontada LLC, a US provider technology, real world data and insights, and education company. From June 2014 to March 2021, she was a Senior Vice President at Merck & Co and Head of the Center for Observational and Real-World Evidence, an organization that led the measurement and communication of the value of medicines and vaccines worldwide. She holds an M.B.A. from Cornell University and a Ph.D. from the University of California at Los Angeles. We believe Dr. Shiff’s extensive experience in the pharmaceutical industry as a leader in the development and implementation of evidence, access, and pricing strategies for products globally provides her with the qualifications to serve on our Board. Michael S. Wyzga was appointed to our Board upon the closing of the Merger. Mr. Wyzga previously served on Legacy Tvardi’s board of directors from March 2021 to April 2025. Since November 2013, Mr. Wyzga has served as the President of MSW Consulting Inc., a strategic consulting group focused in the life sciences area. From December 2011 until November 2013, Mr. Wyzga served as President and Chief Executive Officer and a member of the board of directors of Radius Health, Inc., a publicly traded biopharmaceutical company. Prior to that, Mr. Wyzga served in various senior management positions at Genzyme Corporation, a publicly traded global biotechnology company. Mr. Wyzga joined Genzyme in February 1998 and most recently served as Executive Vice President, Finance from May 2003 until November 2011 and as Chief Financial Officer from July 1999 until November 2011. Mr. Wyzga is also the Chairman/Lead Independent Director of the board of directors of X4 Pharmaceuticals, Inc., a public company since July 2018, Chairman of the board of directors of GenSight Biologics S.A., a Euronext traded biopharmaceutical company, where he has served since July 2015, and Chairman of the board of directors of Mereo BioPharma Group plc (formerly Oncomed Pharmaceuticals, Inc.), where he served from October 2013 through the business combination in April 2019. He received an M.B.A. from Providence College and a B.S. from Suffolk University. We believe that Mr. Wyzga’s senior management experience at biopharmaceutical and biotechnology companies, his current and past experience on boards of directors of public companies, and his financial expertise qualifies him to serve as a member of our Board.
Compensation Committee
| ● | reviewing and recommending to the Board the compensation of directors; |
Compensation Committee Processes and Procedures
| ● | assist in refining the Company’s compensation strategy and in developing and implementing executive and director compensation programs to execute that strategy. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows certain information with respect to the compensation of all of our non-employee directors for the fiscal year ended December 31, 2025:
DIRECTOR COMPENSATION
| | Fees earned | | | | | | or paid in | Option | All other | | | | cash | awards(4)(6) | compensation(5) | Total | | Director | ($) | ($) | ($) | ($) | | Sujal Shah(1) | 53,157 | 131,004 | — | 184,161 | | Wallace L. Hall, Jr. (1) | 24,521 | 131,004 | — | 155,525 | | Michael S. Wyzga(1) | 39,558 | 131,004 | — | 170,562 | | Cynthia Smith(1) | 24,170 | 131,004 | — | 155,174 | | Susan Shiff, Ph.D. | 24,962 | 131,004 | 109,021 | 264,987 | | Shaheen Wirk, M.D. (1)(2) | 27,585 | 131,004 | — | 158,589 | | Jeffrey L. Ives, Ph.D. (3) | 21,113 | — | 109,021 | 130,134 | | Martin Vogelbaum(3) | 34,945 | — | 218,067 | 253,012 | | Lisa von Moltke(3) | 16,016 | — | 109,021 | 125,037 | | Helen M. Boudreau(3) | 20,385 | — | 109,021 | 129,406 |
DIRECTOR COMPENSATION
| (1) Mr. Shah, Mr. Hall, Mr. Wyzga, Ms. Smith and Dr. Wirk were appointed to the Board after the effective time of the Merger. |
DIRECTOR COMPENSATION
| (2) Dr. Wirk resigned from the Board on July 8, 2025. |
DIRECTOR COMPENSATION
| (3) Dr. Ives, Mr. Vogelbaum, Ms. Moltke and Ms. Boudreau resigned from the Board immediately after the effective time of the Merger. |
DIRECTOR COMPENSATION
| (4) Amounts reflect the aggregate grant date fair value of options and stock awards granted during 2025 calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are described (i) with respect to Tvardi and Legacy Tvardi, in Note 10 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, and (ii) with respect to Cara, in Note 15 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that could have been realized by the non-employee director. |
DIRECTOR COMPENSATION
| (5) Represents the intrinsic value of stock options and restricted stock units awards granted to the director that were accelerated in connection with the Merger. |
DIRECTOR COMPENSATION
| (6) The following table sets forth the aggregate number of shares underlying stock options held by our non-employee directors listed above and held as of December 31, 2025: |
DIRECTOR COMPENSATION
| | Number of Shares | | | Underlying | | Director | Options | | Sujal Shah | 30,441 | | Wallace L. Hall, Jr. | 12,000 | | Michael S. Wyzga | 30,441 | | Cynthia Smith | 12,000 | | Susan Shiff, Ph.D. | 20,491 |
DIRECTOR COMPENSATION
Dr. Alibhai is also a member of our Board but does not receive any additional compensation for his service as a director. Dr. Alibhai’s compensation as an executive officer is set forth below under “Executive Compensation.” Mr. Posner was also a member of Cara’s board of directors but did not receive any additional compensation for his service as a director. Mr. Posner’s compensation as an executive officer of Cara is set forth below under “Executive Compensation.” On April 17, 2025, our Board adopted a non-employee director compensation policy, pursuant to which we pay our non-employee directors a cash retainer for their service on our board of directors and for service on each committee of the board of directors of which the director is a member. These retainers 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 applicable committee. The cash retainers are as follows:
DIRECTOR COMPENSATION
| ● | Annual board retainer fee — $40,000 |
DIRECTOR COMPENSATION
| ● | Chairperson or Lead Independent Director (if any) fee — $30,000 |
DIRECTOR COMPENSATION
| ● | Audit Committee |
DIRECTOR COMPENSATION
| o | Chairperson fee (including member fee) — $15,000 |
DIRECTOR COMPENSATION
| o | Member fee — $7,500 |
DIRECTOR COMPENSATION
| ● | Compensation Committee |
DIRECTOR COMPENSATION
| o | Chairperson fee (including member fee) — $12,000 |
DIRECTOR COMPENSATION
| o | Member fee — $6,000 |
DIRECTOR COMPENSATION
| ● | Nominating and Corporate Governance Committee |
DIRECTOR COMPENSATION
| o | Chairperson fee (including member fee) — $10,000 |
DIRECTOR COMPENSATION
| o | Member fee — $5,000 |
DIRECTOR COMPENSATION
Under the terms of the policy, we also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending meetings of the Board and its committees. Under the terms of the policy, our non-employee directors are also entitled to the following equity compensation:
DIRECTOR COMPENSATION
| ● | Upon initial election or appointment to the Board, a stock option to purchase 12,000 shares of our common stock, with an exercise price equal to the fair market value of our common stock on the date of grant, with such option vesting over three years in 12 equal quarterly installments, subject to the director’s continued service as a director through each such vesting date |
DIRECTOR COMPENSATION
| ● | On the date of each annual meeting of stockholders, for each continuing director, a stock option to purchase 6,000 shares of our common stock, with an exercise price equal to the fair market value of our common stock on the date of grant, with such option vesting on the earlier of (i) the one-year anniversary of the date of grant and (ii) immediately prior to the next annual meeting of stockholders following the date of grant, in each case, subject to the director’s continued service as a director through such date. |
DIRECTOR COMPENSATION
During 2025, directors only received an initial stock option grant.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding all of the compensation awarded to or earned by or paid to our named executive officers for the fiscal years shown. Compensation reported for fiscal year 2024 reflects amounts paid by Cara or Legacy Tvardi, as applicable, prior to the Merger. Compensation for fiscal year 2025 reflects, as applicable, amounts paid by the respective legacy entity prior to the closing of the Merger and amounts paid by the Company following the closing of the Merger.
Summary Compensation Table
| | | | | | Non-equity | | | | | | | | Option | incentive plan | All other | | | | | Salary | Bonus | awards | compensation | compensation | Total | | Name and Principal Position(1) | Year | ($) | ($) | ($)(2) | ($)(3) | ($) | ($) | | Imran Alibhai, Ph.D. | 2025 | 620,000 | — | 2,173,903 | 289,850 | 32,337(4) | 3,116,090 | | Chief Executive Officer and Director | 2024 | 551,050 | 275,525 | — | — | 30,755 | 857,330 | | Dan Conn, J.D., M.B.A. | 2025 | 450,000 | — | 536,451 | 153,000 | — | 1,139,451 | | Chief Financial Officer | 2024 | 381,100 | 171,495 | — | — | — | 552,595 | | John Kauh, M.D. | 2025 | 500,000 | — | 454,315 | 170,000 | 32,337(4) | 1,156,652 | | Chief Medical Officer | 2024 | 412,000 | 123,600 | — | — | — | 565,830 | | Christopher Posner | 2025 | 203,933 | — | — | — | 2,366,327(5) | 2,570,260 | | Former (Cara) President and Chief Executive Officer | 2024 | 728,000 | — | 326,800 | — | 11,079 | 1,065,879 | | Ryan Maynard | 2025 | 134,013 | — | — | — | 997,899(6) | 1,131,912 | | Former (Cara) Chief Financial Officer | 2024 | 478,000 | — | 117,800 | — | 11,079 | 607,279 | | Scott Terrillion | 2025 | 129,935 | — | — | — | 982,503(7) | 1,112,438 | | Former (Cara) General Counsel, Secretary and Chief Compliance Officer | 2024 | 463,840 | — | 117,800 | — | 11,217 | 592,857 |
Summary Compensation Table
| (1) Each of Mr. Posner, Mr. Maynard and Mr. Terrillion’s employment was terminated effective as of the effective time of the Merger. |
Summary Compensation Table
| (2) Amounts reflect the grant date fair value of each option award granted, calculated in accordance with ASC 718. All of the option awards reported in the table above in 2025 were granted under the 2025 Equity Incentive Plan and have a term of ten years from the date of grant. Assumptions used in the calculation of these amounts are described (i) with respect to Tvardi and Legacy Tvardi, in Note 10 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, and (ii) with respect to Legacy Cara, in Note 15 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. This amount does not reflect dollar amounts actually received by the executive officer or the economic value that could have been received by the executive officer upon stock option exercise or any sale of the underlying shares of common stock. |
Summary Compensation Table
| (3) Amounts reflect annual performance-based cash bonus awards earned by each applicable executive officer based on the Compensation Committee’s assessment of the Company’s performance against corporate objectives determined by the Compensation Committee, which were communicated to such officer around the beginning of the fiscal year. |
Summary Compensation Table
| (4) Amounts shown include premium payments made on behalf of Dr. Alibhai and Dr. Kauh for certain health benefit plan coverage. |
Summary Compensation Table
| (5) Represents (i) $2,184,000 in severance benefits to which Mr. Posner was entitled in connection with his termination and the closing of the Merger, (ii) $11,826 which represents the intrinsic value of restricted stock unit awards granted to Mr. Posner that were accelerated in connection with the Merger and (iii) $170,501 for accrued vacation and COBRA reimbursements following Mr. Posner’s termination. |
Summary Compensation Table
| (6) Represents (i) $861,120 in severance benefits to which Mr. Maynard was entitled in connection with his termination and the closing of the Merger, and (ii) $136,779 for accrued vacation and COBRA reimbursements following Mr. Maynard’s termination. |
Summary Compensation Table
| (7) Represents (i) $834,912 in severance benefits to which Mr. Terrillion was entitled in connection with his termination and the closing of the Merger, and (ii) $147,591 for accrued vacation and COBRA reimbursements following Mr. Terrillion’s termination. |
Outstanding Equity Awards at 2025 Fiscal-Year End
Outstanding Equity Awards at 2025 Fiscal-Year End The following table shows certain information regarding outstanding equity awards held by the Company’s named executive officers at December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal-Year End
| | | | Option Awards(1)(2) | | | | | | | | Number of | Number of | | | | | | | securities | securities | | | | | | | underlying | underlying | | | | | | | unexercised | unexercised | Option | | | | | Vesting | options | options | exercise | Option | | | Grant | Commencement | (#) | (#) | price | expiration | | Named Executive Officer | date | Date | exercisable | unexercisable | ($) | date | | Imran Alibhai, Ph.D. | 1/16/2019 | 12/1/2018 | 207,881 | — | 0.67 | 1/16/2029 | | Chief Executive Officer | 1/30/2021 | 1/1/2020 | 2,012 | — | 0.67 | 1/30/2031 | | | 12/16/2021 | 6/4/2021 | 160,940 | — | 4.70 | 12/16/2031 | | | 4/17/2025 | 1/1/2025 | — | 182,320 | 17.04 | 4/17/2035 | | | 12/16/2025 | 12/16/2025 | — | 47,500 | 4.20 | 12/16/2035 | | Dan Conn, J.D., M.B.A. | 2/4/2022 | 1/12/2022 | 87,198 | 1,856 | 4.70 | 2/4/2032 | | Chief Financial Officer | 4/17/2025 | 1/1/2025 | | 43,547 | 17.04 | 4/17/2035 | | | 12/16/2025 | 12/16/2025 | | 17,500 | 4.20 | 12/16/2035 | | John Kauh, M.D. | 1/12/2023 | 1/30/2023 | 53,994 | 20,056 | 6.11 | 1/12/2033 | | Chief Medical Officer | 4/17/2025 | 1/1/2025 | — | 36,210 | 17.04 | 4/17/2035 | | | 12/16/2025 | 12/16/2025 | — | 17,500 | 4.20 | 12/16/2035 |
Outstanding Equity Awards at 2025 Fiscal-Year End
| (1) Option awards granted prior to April 15, 2025 were granted under the 2018 Plan. Option awards granted after April 15, 2025 were granted under the 2025 Plan. |
Outstanding Equity Awards at 2025 Fiscal-Year End
| (2) Stock option awards vest over a period of four years with 25% of the shares underlying the option vesting on the one-year anniversary of the vesting commencement date and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. |
Pension Benefits
Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Tvardi or Legacy Tvardi during the fiscal year ended December 31, 2025.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by Tvardi or Legacy Tvardi during the fiscal year ended December 31, 2025.
Pay Versus Performance
Pay Versus Performance The information below is provided in accordance with the SEC pay versus performance disclosure requirements set forth in Item 402(v) of Regulation S-K under the Exchange Act (“Pay Versus Performance Rules”). These rules require companies to disclose certain information about the relationship between the compensation of our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) (as a group) and certain financial performance measures.
Pay Versus Performance
| | Christopher Posner | | Imran Alibhai | | | | | | | | Summary | | Summary | | Average Summary | Average | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Total | | | | Table Total | Actually Paid | Table Total | Actually Paid | Table Total for | Actually Paid to | Shareholder | Net Income | | Fiscal Year | for PEO(1) | to PEO(2) | for PEO(1) | to PEO(2) | Non-PEO NEOs(3) | Non-PEO NEOs(2) | Return(4) | ($M)(5) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (h) | | 2025 | $2,570,260 | $2,559,999 | $3,116,090 | $1,326,430 | $1,135,113 | $883,381 | $1.11 | $(18.21) | | 2024 | $1,065,879 | $637,247 | $— | $— | $600,068 | $458,779 | $4.75 | $(29.40) | | 2023 | $4,743,329 | $(2,735,603) | $— | $— | $1,661,327 | $(817,170) | $6.92 | $(11.85) |
Pay Versus Performance
| 1 | The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEOs (Christopher Posner and Imran Alibhai) for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| 2 | The dollar amounts reported in column (c) and (e) represent the amount of CAP, as computed in accordance with SEC rules. “Compensation Actually Paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments: |
Pay Versus Performance
| Compensation Actually Paid to PEO (Christopher Posner) | FY 2024 | FY 2025 | | Summary Compensation Table Total | $1,065,879 | $2,570,260 | | - Grant date fair value of option awards and stock awards granted in the fiscal year | $(326,800) | $— | | + Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | $— | $— | | + Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | $(43,426) | $— | | + Fair value as of the vesting date of vested awards granted in the fiscal year | $— | $— | | + Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | $(25,934) | $(10,261) | | - Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year | $(32,472) | $— | | Compensation Actually Paid | $637,247 | $2,559,999 |
Pay Versus Performance
| Compensation Actually Paid to PEO (Imran Alibhai) | FY 2024 | FY 2025 | | Summary Compensation Table Total | N/A | $3,116,090 | | - Grant date fair value of option awards and stock awards granted in the fiscal year | N/A | $(2,173,903) | | + Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | N/A | $386,731 | | + Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | N/A | $— | | + Fair value as of the vesting date of vested awards granted in the fiscal year | N/A | $— | | + Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | N/A | $(2,489) | | - Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year | N/A | $— | | Compensation Actually Paid | N/A | $1,326,430 |
Pay Versus Performance
| Compensation Actually Paid to Non-PEO NEOs | FY 2024 | FY 2025 | | Summary Compensation Table Total | $600,068 | $1,135,113 | | - Grant date fair value of option awards and stock awards granted in the fiscal year | $(117,800) | $(247,692) | | + Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | $— | $52,240 | | + Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | $(12,717) | $(69,896) | | + Fair value as of the vesting date of vested awards granted in the fiscal year | $— | $— | | + Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | $(3,764) | $13,615 | | - Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year | $(7,008) | $— | | Compensation Actually Paid | $458,779 | $883,381 |
Pay Versus Performance
| 3 | The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of our Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: |
Pay Versus Performance
| Fiscal Year | Non-PEO NEOs | | 2025 | Ryan Maynard, Scott Terrillion, Dan Conn, John Kauh | | 2024 | Ryan Maynard and Scott Terrillion | | 2023 | Joana Goncalves, M.D. and Ryan Maynard |
Pay Versus Performance
| 4 | TSR determined in Column (f) is based on the value of an initial fixed investment of $100 in Cara (now known as Tvardi following the Merger) as of December 31, 2022. |
Pay Versus Performance
| 5 | The dollar amounts in Column (h) represent Tvardi (formerly Cara) GAAP Net Income (in millions) for 2025. For fiscal years 2023 and 2024, GAAP Net Income (in millions) represents the results of Cara prior to the Merger. |
Relationship Between Compensation Actually Paid and Cumulative Company TSR
Relationship Between Compensation Actually Paid and Cumulative Company TSR The graph below (i) sets forth the relationship between the amount of Compensation Actually Paid to our PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years.