DEF 14A of Zura Bio Ltd, Apr 30, 2026

DEF 14A of Zura Bio Ltd

Filed Apr 30, 2026 · FY20250001104659-26-052942

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Company’s Board currently comprises nine (9) directors. Each director is elected to serve until the next annual meeting or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal. Under our Second Amended and Restated Memorandum and Articles of Association (“MAA”), the terms of all of our current directors end at the Annual Meeting. At the Annual Meeting, the shareholders are being asked to elect each of Sandeep Kulkarni, Amit Munshi, Dan Becker, Mark Eisner, Jennifer Jarrett, Ajay Nirula, Steve Schoch and Parvinder Thiara to our Board to hold office until the next annual general meeting of shareholders or until their respective successors have been elected and qualified, or, if sooner, until the director’s earlier death, resignation or removal. Each of the director nominees is currently a member of the Board and has been nominated for re-election by our Board upon the recommendation of the nominating and governance committee of the Board (“Nominating and Governance Committee”). Since our 2025 Annual Meeting, each of Parvinder Thiara, Mark Eisner and Ajay Nirula were appointed by the Board to fill a vacancy on the Board after being recommended to our Nominating and Governance Committee by non-management directors of the Company.

  2. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

  3. INFORMATION REGARDING DIRECTOR NOMINEES

    INFORMATION REGARDING DIRECTOR NOMINEES Subsequent to shareholder approval of this proposal, the Board will have a total of eight (8) members as follows:

  4. INFORMATION REGARDING DIRECTOR NOMINEES

    | Name | Age | Position(s) | | Sandeep Kulkarni | 44 | Chief Executive Officer and Director | | Amit Munshi | 58 | Director, Chairman of the Board | | Dan Becker | 51 | Director | | Mark Eisner | 60 | Director | | Jennifer Jarrett | 55 | Director | | Ajay Nirula | 59 | Director | | Steven Schoch | 67 | Director | | Parvinder Thiara | 40 | Director |

  5. INFORMATION REGARDING DIRECTOR NOMINEES

    The following biographical information is furnished as to each nominee for election as a director: Sandeep C. Kulkarni, M.D., has served as the Chief Executive Officer since January 2026, as a director of Zura since March 2023 and served as a director of Legacy Zura since March 2022. Dr. Kulkarni has also been the Chairman of the board of Amanat Acquisition Corp, a blank check SPAC, since January 2026. Previously, Dr. Kulkarni was the Chief Executive Officer, co-founder and a member of the board of directors of Tourmaline, from September 2021 to October 2025. Dr. Kulkarni was also a Managing Director at KVP Capital (“KVP”) from August 2020 to June 2022. Prior to KVP, Dr. Kulkarni served in multiple roles at RoivantSciences from July 2018 to June 2020, including as the Chief Operating Officer of its subsidiary, lmmunovant, Inc., Vice President Special Projects and Ombudsman to the Investment Committee. From September 2017 to February 2018, Dr. Kulkarni was Senior Investment Analyst at Consonance Capital, a healthcare investment firm, and Investment Analyst on the Life Sciences team at QVT Financial LP from April 2013 to August 2017. From August 2009 to May 2012, Dr. Kulkarni was a consultant, then Project Leader at the Boston Consulting Group, Inc., where he focused on the biopharma sector. Dr. Kulkarni earned a B.A. in Economics from Harvard College and an M.D. from the University of California, San Francisco. We believe Dr. Kulkarni’s extensive leadership and finance experience gives him the qualifications, attributes and skills to serve as a director. Amit D. Munshi has served as Chairman of our Board since March 2023 and served as a director and the chairman of the board of directors of Legacy Zura since November 2022. Mr. Munshi also serves as a director of two U.S. subsidiaries of Zura: Zura Bio Inc. and Z33 Bio Inc. Mr. Munshi currently is a Member at SKIA Capital LLC. In addition, Mr. Munshi currently serves as the Chairman of the Board and Interim Chief Executive Officer of Sensorion SA, a biotechnology company. Previously, Mr. Munshi served as the Chief Executive Officer and chairman of the board of directors of Orna Therapeutics from May 2024 to March 2025 and was also previously the Chief Executive Officer & President of ReNAgade Therapeutics from April 2023 to May 2024, when ReNAgade Therapeutics was acquired by Orna Therapeutics. Mr. Munshi also currently serves as chairman of the board of directors at Enterprise Therapeutics, since March 2019, as chairman of the board of directors and as a member of the compensation committee of Inhibkase Therapeutics, Inc. (Nasdaq: IKT), since October 2024, as a member of the board of director and as chairperson of the compensation committee of Arcutis Inc., since December 2025, and as a member of the board directors of Sensorion SA since April 2025. Mr. Munshi also served a member of the board of directors and audit committee of Galecto Inc. (Nasdaq: GLTO) from January 2020 to March 2026. Prior to these roles, Mr. Munshi was President and Chief Executive Officer of Arena from May 2016 to March 2022 and a member of their board of directors from June 2016 until March 2022, when Arena was acquired by Pfizer Inc. Mr. Munshi also served as a member of the board of directors and audit committee of Pulmatrix Inc. from June 2017 until March 2021. Previously, Mr. Munshi served as President and Chief Executive Officer and as a director of 288 Epirus Biopharmaceuticals, Inc., a biopharmaceutical company focused on biosimilars, and Percivia LLC, a biotechnology company which was sold to Johnson & Johnson. Subsequent to an asset sale, in July 2016, Epirus filed a voluntary Chapter 7 petition in the United States Bankruptcy Court for the District of Massachusetts. Prior to Epirus and Percivia, Mr. Munshi was a co-founder and served as Chief Business Officer of Kythera Biopharmaceuticals, Inc. from 2005 to 2010, which was sold to Allergan plc, and held multiple leadership positions at Amgen Inc. from 1997 to 2005, including General Manager, Nephrology Europe. Mr. Munshi holds a B.S. in Economics and a B.A. in History from the University of California, Riverside, and an M.B.A. from the Peter F. Drucker School of Management at Claremont Graduate University. Mr. Munshi has more than 30 years of global biopharmaceutical industry experience in executive management, business development, product development and portfolio management. We believe Mr. Munshi’s vast executive management and business experience in the global biopharmaceutical industry and in-depth knowledge of product development gives him the qualifications, attributes and skills to serve as a director. Dan Becker, M.D., Ph.D., has served as a director since May 2025. He currently serves as a Managing Director at Access Biotechnology, the biopharmaceutical investing arm of Access Industries, a privately held US-based industrial group, since August 2019. Previously, Dr. Becker served as a Principal at New Leaf Venture Partners, a venture capital firm, from January 2015 to May 2019, and a Principal in the Health Care practice at the Boston Consulting Group, from August 2009 to January 2015. Dr. Becker trained clinically in internal medicine and nephrology at Brigham and Women’s Hospital and Massachusetts General Hospital, and was a Research Fellow at Harvard Medical School. Dr. Becker currently serves on the boards of directors Matchpoint Therapeutics, since April 2021, Khanda Therapeutics L.P., since December 2024, and Perfuse Therapeutics, since July 2020. Previously, Dr. Becker served on the boards of directors of public and private companies, including Acelyrin, Inc. (Nasdaq: SLRN), from September 2022 to May 2025, Areteia Therapeutics, Inc., from February 2024 to March 2026, Hemab ApS, from February 2023 to April 2026, Mariana Oncology, from April 2021 to May 2024, Day One Biopharmaceuticals, Inc. (Nasdaq: DAWN), from December 2019 to May 2024, DTx Pharma, from February 2021 to July 2023, Principia Biopharma, Inc., from January 2017 to September 2020, and Pandion Therapeutics, Inc., from March 2020 to March 2021. He obtained both his M.D. and Ph.D. (Cellular and Molecular Biology) degrees from the University of Michigan, and received his B.S. in Physiology from the University of Illinois at Urbana-Champaign. We believe Dr. Becker’s medical training and expertise in early-stage biotech companies gives him the qualifications, attributes and skills to serve as a director.

  6. INFORMATION REGARDING DIRECTOR NOMINEES

    Mark Eisner, M.D., M.P.H., has served as a director since February 2026. Dr. Eisner served as Vir Biotechnology, Inc.’s (Nasdaq: VIR) Executive Vice President and Chief Medical Officer from June 2024 to April 2026. Previously, Dr. Eisner served as Chief Medical Officer at Sonoma Biotherapeutics, Inc., a private clinical-stage biotechnology company, from September 2023 to June 2024, where he led all development functions, which included Biometrics, Regulatory, Clinical Science, Clinical Operations, Drug Safety and Pharmacology. From 2020 to September 2023, he served as Executive Vice President, Chief Medical Officer at FibroGen, Inc. (nka Kyntra Bio, Inc.) (Nasdaq: KYNB), a biopharmaceutical company, where he led all development functions, which included being the Head of China Clinical Development and Clinical Operations. Prior to FibroGen, Dr. Eisner spent nearly 11 years at Genentech, Inc., a member of the Roche Group, holding positions of increasing responsibility, including Senior Vice President, Global Head of Product Development Immunology, Infectious Disease and Ophthalmology from 2018 to 2020, and was accountable for late-stage clinical development of many products. Dr. Eisner completed his A.B. degree in human biology at Stanford University and his M.D. degree at the University of Pennsylvania School of Medicine. He also holds an M.P.H. focusing on epidemiology from the University of California, Berkeley, School of Public Health. We believe Dr. Eisner’s medical training and expertise in biotech companies gives him the qualifications, attributes and skills to serve as a director. Jennifer Jarrett has served as a director since March 2023 and with Legacy Zura since January 2023. Ms. Jarrett has served as President and Chief Executive Officer of Damora Therapeutics, Inc. (Nasdaq: DMRA), a biotechnology company, and has also served on its board of directors, since March 2026. Previously, she served as Chief Operating Officer of Arcus Biosciences, Inc. (NYSE: RCUS), a biotechnology company, from October 2020 to March 2026 and as a member of its board of directors from January 2020 to January 2024. From January 2019 through September 2020, she served as Vice President of Corporate Development and Capital Markets of Uber Technologies, a technology company, and from June 2018 to January 2019 served as Arcus Bioscience’s Chief Operating Officer and Chief Financial Officer and, from March 2017 to June 2018, as its Chief Business Officer and Chief Financial Officer. From March 2016 to October 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, Inc. (“Medivation”), a commercial biopharmaceutical company, which was acquired by Pfizer. Before Medivation, Ms. Jarrett spent 20 years in investment banking, most recently at Citigroup where she ran the firm’s west coast life sciences investment banking practice, and prior to that at Credit Suisse and Donaldson, Lufkin & Jenrette. Ms. Jarrett currently serves on the board of directors of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX) since September 2018, the board of directors and audit committee of Sagimet Biosciences Inc. (Nasdaq: SGMT) since August 2024, the board of directors of LifeMine Therapeutics since October 2022 and the board of directors of Cajal Neuroscience since November 2023, and previously served on the board of directors of Arena from June 2017 to March 2022, Audentes Therapeutics, Inc. from July 2017 to January 2020, Consonance-HFW Acquisition Corp December 2020 to August 2021 and Radius Health, Inc. from May 2022 to August 2022. Ms. Jarrett received a B.A. in Economics from Dartmouth College and her M.B.A. from the Stanford Graduate School of Business. We believe Ms. Jarrett’s extensive finance and operational experience gives her the qualifications, attributes and skills to serve as a director. Ajay Nirula, M.D., Ph.D., has served as a director since February 2026. Dr. Nirula has served as Recludix Pharma’s President since March 2026 and Head of Research and Development since April 2024. Previously, he served as Executive Vice President from April 2024 to March 2026. Previously, Dr. Nirula served as Eli Lilly & Company’s (“Lilly”) (NYSE: LLY) Senior Vice President and Immunology Therapeutic Head and the site head for Lilly Biotechnology Center in San Diego from October 2022 through April 2024 and Vice President from 2015 through October 2022. Prior to joining Lilly, Dr. Nirula held leadership positions at Amgen Inc. and Biogen Idec MA Inc. and was involved in several research programs and regulatory filings spanning diseases such as rheumatoid arthritis, systemic lupus erythematosus, multiple sclerosis, psoriasis and vasculitis. Dr. Nirula began his career at Merck and Co., Inc. leading early clinical development of molecules in cardiovascular disease and inflammation. Dr. Nirula completed his undergraduate degree in molecular biology at University of California, Berkeley, his M.D. degree from UCLA School of Medicine, and his Ph.D. from the University of Texas Southwestern Medical School. He obtained board certification in Internal Medicine and Rheumatology and subsequently joined the faculty in the Division of Rheumatology at UCSF Medical Center. We believe Dr. Nirula’s medical training and expertise in biotech companies gives him the qualifications, attributes and skills to serve as a director. Steven Schoch has served as a director of Zura since March 2023 and served as a director of Legacy Zura since January 2023. He served as a member of the board of directors of Arena and chaired the audit committee from June 2021 until the company was acquired by Pfizer in March 2022. Mr. Schoch currently serves as Chief Financial Officer of RefleXion, a position he has held since November 2024. Prior to joining RefleXion, Mr. Schoch served as Chief Operating Officer and Chief Financial Officer of FLYR Labs from September 2022 to November 2024 and Chief Financial Officer at 23andMe, Inc. from April 2018 to September 2022. Mr. Schoch served as the Chief Executive Officer of Miramax Films NY, LLC from March 2012 to January 2017, with overlapping service as Miramax’s Chief Financial Officer from January 2011 to January 2017. From 2001 to 2010, Mr. Schoch held various senior financial positions at Amgen, Inc., including Corporate Controller and divisional Financial Vice President. He served as the Executive Vice President and Chief Financial Officer of eToys, Inc. from January 1999 to April 2001. Prior to eToys, Inc., Mr. Schoch held a variety of financial positions in the media industry, including at The Walt Disney Company and the Times Mirror Company. Mr. Schoch holds a B.S. in Civil Engineering degree from Tufts University and a M.B.A. degree from the Tuck School of Business Administration, Dartmouth College. We believe Mr. Schoch’s extensive leadership and finance experience gives him the qualifications, attributes and skills to serve as a director. Parvinder Thiara has served as a member of our Board since January 2026 and previously from June 2022 to May 2025. Mr. Thiara is a founding director of Athanor Capital, a Cayman-based investment firm. Mr. Thiara currently serves on the board of directors of Oak Hill Bio Ltd, a clinical-stage biotechnology company. Mr. Thiara also served as a member of Tourmaline Bio, Inc.’s board of directors from September 2022 through its acquisition by Novartis in October 2025. Previously, Mr. Thiara held various roles at D.E. Shaw & Co., including most recently as a Senior Vice President. Mr. Thiara earned a B.A. degree in Chemistry from Harvard College and an M.Sc. degree in Theoretical Chemistry from Oxford University as a Rhodes Scholar. We believe Mr. Thiara is qualified to serve as a director due to his medical and scientific background, combined with his significant experience as a manager and investor in the life sciences industry.

  7. Guidelines for Selecting Director Nominees

    Guidelines for Selecting Director Nominees The Board determines the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. The Board considers recommendations for nominees from the Nominating and Governance Committee. The Board, and in turn the Nominating and Governance Committee, consider the minimum general criteria below, and may add any specific additional criteria with respect to specific searches, in selecting candidates and existing directors for serving on the Board. An acceptable candidate may not fully satisfy all of the criteria but is expected to satisfy nearly all of them. The Board believes that candidates for director should have certain minimum qualifications, including (i) general understanding of finance, operations, sales and marketing, and other disciplines relevant to the success of a publicly-traded company in today’s business environment; (ii) understanding of the Company’s business on a technical level; (iii) educational and professional background; and (iv) a diversity of skills, experience, background and perspective. Generally, our Nominating and Governance Committee identifies candidates for director nominees in consultation with management, using search firms or other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Governance Committee deems to be helpful to identify candidates. The Nominating and Governance Committee may review, screen and evaluate the qualifications of qualified director nominees and then selects a nominee for recommendation to the Board by majority vote. Our Nominating and Governance Committee’s priority in selecting board members is identification of persons who will further the interests of the Company through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among members of the board, and professional and personal experiences and expertise relevant to our growth strategy. Shareholder Recommendations The Nominating and Governance Committee will consider written recommendations from shareholders for director candidates. The Nominating and Governance Committee considers persons recommended by our shareholders in the same manner as a nominee recommended by our Board members, management or a third-party executive search firm in accordance with the criteria described above. The Nominating and Governance Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Corporate Secretary at 1489 W. Warm Springs Rd. #110, Henderson, Nevada 89014. Nominating shareholders and nominees must satisfy the requirements set forth in our MAA. Any notice of director nomination submitted to Zura must comply with any additional requirements of Rule 14a-19(b) under the Exchange Act.

  8. Limits on Non-Employee Director Compensation

    Limits on Non-Employee Director Compensation Under the Amended 2023 Plan, the aggregate dollar value of all cash and equity-based compensation (whether granted under the Amended 2023 Plan or otherwise) to our non-employee directors for services in such capacity shall not exceed $750,000 during any calendar year. However, during the calendar year in which a non-employee director first joins the Company’s Board, such aggregate limit shall instead be $1,000,000.

  9. Summary Compensation Table

    Summary Compensation Table

  10. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert Lisicki(4) Former Chief Executive Officer | 2025 | 624,000 | — | — | 1,118,295 | — | 1,742,295 | | | 2024 | 537,751 | 316,461 | — | 5,805,389 | — | 6,659,601 | | Kim Davis(4) Chief Operating Officer, Chief Legal Officer and Corporate Secretary; Former Interim Chief Executive Officer | 2025 | 486,359 | 312,000 | — | 474,087 | 8,844 | 1,281,291 | | | 2024 | 437,395 | 195,744 | — | 1,141,812 | 20,700 | 1,795,651 | | Eric Hyllengren(5) Former Chief Financial Officer | 2025 | 230,303 | 95,000 | — | 711,312 | 11,875 | 1,048,490 | | Kiran Nistala(6) Chief Medical Officer and Head of Development | 2025 | 468,334 | 213,405 | — | 331,415 | 9,414 | 1,022,568 | | | 2024 | 409,600 | 177,357 | — | 1,933,564 | 10,454 | 2,530,975 |

  11. Summary Compensation Table

    (1) The amounts reported in this column for 2025 represent the total annual performance-based cash bonuses paid to our named executive officers for the year ending December 31, 2025. Ms. Davis’s bonus for 2025 includes $91,000 attributable to her service as Interim Chief Executive Officer. (2) The amounts reported in this column represent the aggregate grant date fair value of the share options granted to our named executive officers during the relevant years, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the grant date fair value of the share options reported in this column for 2025 are set forth in Note 2 to our audited financial statements included in our 2025 Annual Report. 1 Effective January 21, 2026, Mr. Lisicki resigned as the Company’s Chief Executive Officer and Dr. Kulkarni was subsequently appointed as our new Chief Executive Officer. 2 Effective October 10, 2025, Ms. Davis was appointed as the Company’s Interim Chief Executive Officer. Effective January 21, 2026, Ms. Davis stepped down as the Company’s Interim Chief Executive Officer upon Dr. Kulkarni’s appointment. Effective July 7, 2025, Mr. Hyllengren commenced employment as the Company’s Chief Financial Officer and subsequently separated from the Company effective April 20, 2026. The amounts reported in this column for 2025 for Ms. Davis, Mr. Hyllengren and Dr. Nistala represent employer matching contributions to their respective 401(k) plan or UK workplace pension schemes during the year ending December 31, 2025. (4) Effective January 21, 2026, Mr. Lisicki resigned as the Company’s Chief Executive Officer and Ms. Davis stepped down as the Company’s Interim Chief Executive Officer. (5) Effective July 7, 2025, Mr. Hyllengren commenced employment as the Company’s Chief Financial Officer and subsequently separated from the Company effective April 20, 2026. (6) The cash amounts reported in this table for Dr. Nistala for 2025 have been converted from GBP to USD using the average exchange rate for the year ended December 31, 2025 of 1 GBP = USD$1.25.

  12. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding equity awards for each of our named executive officers as of December 31, 2025. Except as otherwise noted below, all of the equity awards shown in the table below were granted under our 2023 Equity Incentive Plan (the “2023 Plan”).

  13. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Robert Lisicki | 1/24/2024(2) | 287,500 | 312,500 | 3.98 | 1/24/2034 | — | — | | | 3/26/2024(2) | 175,000 | 225,000 | 3.98 | 3/26/2034 | — | — | | | 6/18/2024(3) | 393,750 | 656,250 | 3.38 | 6/18/2034 | — | — | | | 12/9/2024(5) | 117,000 | — | 2.76 | 12/9/2034 | — | — | | | 2/27/2025(3) | — | 1,153,000 | 1.20 | 2/27/2035 | — | — | | Kim Davis | 3/15/2023(2) | 146,303 | 60,244 | 1.20 | 3/15/2033 | — | — | | | 5/18/2023(6) | — | — | — | — | 246,191 | 1,290,041 | | | 6/18/2024(3) | 157,500 | 262,500 | 3.38 | 6/18/2034 | — | — | | | 2/27/2025(3) | — | 488,800 | 1.20 | 2/27/2035 | — | — | | Eric Hyllengren | 7/15/2025(4) | — | 672,000 | 1.30 | 7/15/2035 | — | — | | Kiran Nistala | 1/24/2024(2) | 182,291 | 167,709 | 3.98 | 1/24/2034 | — | — | | | 6/18/2024(3) | 106,875 | 178,125 | 3.38 | 6/18/2034 | — | — | | | 2/27/2025(3) | — | 341,700 | 1.20 | 2/27/2035 | — | — |

  14. Outstanding Equity Awards at Fiscal Year-End Table

    The amounts in this column represent the market value of the Class A ordinary shares underlying the stock awards as of December 31, 2025, based on the closing price of our Class A ordinary shares, as reported on Nasdaq, of $5.24 per share on December 31, 2025. (2) This option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the grant date and 2.083% of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. (3) This option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the grant date and the remaining 75% of the shares underlying the option vesting on quarterly basis thereafter, subject to continued service through each vesting date. (4) This option award vests over a period of four years with 25% of the shares underlying the option vesting on the first anniversary of the grant date and the remaining 75% of the shares underlying the option vesting on quarterly basis thereafter, subject to continued service through each vesting date. This option award was granted pursuant to Nasdaq Listing Rule 5635(c)(4) as an inducement material to Mr. Hyllengren’s commencement of employment with us outside of, but subject to the terms of, the 2023 Plan. (5) This option award vests in twelve equal monthly installments beginning on October 23, 2024; provided, that any remaining unvested portion of the option award will vest as of the day immediately preceding the Annual Meeting, subject to continued service as a director through each vesting date. (6) This RSU award vests over a period of four years with 25% of the RSUs subject to the award having vested on May 18, 2024 and 25% of the RSUs subject to the award vesting on each of the next three anniversaries of the grant date, subject to continued service through each vesting date. We may in the future, on an annual basis or otherwise, grant additional equity awards to our named executive officers pursuant to our 2023 Plan.

  15. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control 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 or her term of service, including unpaid salary and unused vacation.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information regarding the compensation of our non-employee directors earned for service on our Board during the year ended December 31, 2025.

  17. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Amit Munshi | $79,000 | $42,131 | $121,131 | | Dan Becker(2) | $31,857 | $41,591 | $73,448 | | Neil Graham(3) | $54,577 | $42,131 | $96,708 | | Jennifer Jarrett | $50,450 | $42,131 | $92,581 | | Sandeep Kulkarni(4) | $55,550 | $42,131 | $97,681 | | Arnout Ploos van Amstel(5) | $49,676 | $42,131 | $91,807 | | Steven Schoch | $56,000 | $42,131 | $98,131 | | Someit Sidhu | $46,676 | $42,131 | $88,807 | | Parvinder Thiara(6) | $21,846 | $— | $21,846 |

  18. DIRECTOR COMPENSATION

    (1) The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our non-employee directors, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to our audited financial statements for the year ended December 31, 2025, included in our 2025 Annual Report. (2) Effective May 21, 2025, Mr. Becker was elected as a member of the Board. (3) Effective February 21, 2026, Dr. Graham resigned from the Board. (4) Effective January 21, 2026, Dr. Kulkarni was appointed Chief Executive Officer and ceased receiving compensation for his service as a director. (5) Effective December 11, 2025, Mr. Ploos van Amstel resigned from the Board. (6) Mr. Thiara did not stand for reelection at the Company’s 2025 annual meeting of shareholders and his term as a member of the Board expired on May 21, 2025. Effective January 21, 2026, Mr. Thiara was appointed as a member of the Board by the Board to fill a vacancy. (7) The following table provides information regarding the aggregate number of Class A ordinary shares underlying options and stock awards granted to our non-employee directors that were outstanding as of December 31, 2025:

  19. DIRECTOR COMPENSATION

    | Name | Stock Awards Outstanding at Year-End (#) | Option Awards Outstanding at Year-End (#) | | Amit Munshi | 249,997 | 1,604,373 | | Dan Becker | — | 51,000 | | Neil Graham | — | 188,406 | | Jennifer Jarrett | — | 188,406 | | Sandeep Kulkarni | — | 721,386 | | Arnout Ploos van Amstel | — | 216,149 | | Steven Schoch | — | 188,406 | | Someit Sidhu | — | 2,118,000 | | Parvinder Thiara | — | 165,149 |

  20. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Our Board adopted a non-employee director compensation policy (“Non-Employee Director Policy”), effective April 1, 2025, that is applicable to each member of our Board who is not also serving as an employee or consultant. Pursuant to the Non-Employee Director Policy, each non-employee director will receive the following compensation for service on our Board: • an annual cash retainer of $40,000 for eligible directors; • an additional cash retainer of $25,000 for service as chair of the Board; • an annual cash retainer of $8,000, $6,000, $6,000 and $6,000 for service as a member of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Research and Development Committee, respectively; and • an annual cash retainer of $16,000, $12,000, $10,000 and $10,000 for service as chair (in lieu of the additional annual cash retainer for services as a member) of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Research and Development Committee, respectively. Each eligible director, will, upon the date of his or her initial election or appointment, be granted a stock option to purchase the lesser of (i) 51,000 Class A ordinary shares and (ii) the maximum number of Class A ordinary shares that would result in the option having a value of not more than $200,000 (the “Initial Option Grant”). Each Initial Option Grant will vest in a series of twelve (12) successive substantially equal monthly installments over the one-year period measured from the date of grant; provided, that any remaining unvested portion of the Initial Option Grant will vest as of the day immediately preceding the next annual general meeting. Additionally, on the date of each annual general meeting of shareholders, each eligible director will automatically be granted a stock option to purchase the lesser of (i) 51,000 Class A ordinary shares and (ii) the maximum number of Class A ordinary shares that would result in the option having a value of not more than $200,000 (the “Annual Option Grant”). Each Annual Option Grant will vest in a series of twelve (12) successive substantially equal monthly installments over the one-year period measured from the date of grant; provided, that any remaining unvested portion of the Annual Option Grant will vest as of the day immediately preceding the next annual general meeting. Each Annual Option Grant will be prorated for each eligible director who was first elected or appointed to the Board less than one year prior to the applicable annual general meeting, as follows: the number of shares underlying each Annual Option Grant shall be multiplied by a fraction, the numerator of which is the number of days between commencement of service as an eligible director and the date of such annual general meeting, and the denominator of which is 365. Each stock option described above will be granted under our 2023 Plan. The term of each stock option will be ten years from the grant date, subject to earlier termination as provided in the 2023 Plan, provided that upon a termination of continuous service other than for death or “cause” (as such term is defined in the 2023 Plan), the post-termination exercise period will be six (6) months from the date of termination. We will also reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.