DEF 14A of Nkarta, Inc., Apr 25, 2024

DEF 14A of Nkarta, Inc.

Filed Apr 25, 2024 · FY20230001140361-24-022080

Open on EDGAR

  1. Nominees for Election as Class I Directors at the Annual Meeting

    Nominees for Election as Class I Directors at the Annual Meeting

  2. Nominees for Election as Class I Directors at the Annual Meeting

    | PAUL HASTINGS | | | Class I Age: 64 Director Since: 2018 | POSITION AND BUSINESS EXPERIENCE | | | Paul Hastings has served as our President, Chief Executive Officer, and a member of our Board of Directors since February 2018. Prior to that, Mr. Hastings served as the President, Chief Executive Officer, and Director of the publicly traded, clinical-stage biopharmaceutical company OncoMed Pharmaceuticals, Inc. from January 2006 until January 2018. In August 2013, he was elected chairman of the board of directors of OncoMed and served in that role until January 2018. Prior to joining OncoMed, Mr. Hastings was President, Chief Executive Officer, and Director of QLT, Inc., a publicly traded biotechnology company dedicated to the development and commercialization of innovative ocular products, from February 2002 to September 2006. From 2000 to 2002, Mr. Hastings served as President, Chief Executive Officer, and Director of Axys Pharmaceuticals, Inc., which was acquired by Celera Corporation in 2001. Mr. Hastings was also previously the President of Chiron Biopharmaceuticals, a division of Chiron Corporation, President and Chief Executive Officer of LXR Biotechnology, and he held a variety of management positions of increasing responsibility at Genzyme Corporation, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics. Mr. Hastings previously served on the board of directors of Relypsa, Inc., a publicly traded biotechnology company, as chairman of the board of directors of Proteolix, Inc., which was acquired by Onyx Pharmaceuticals in 2009, on the board of directors of ViaCell, Inc., a publicly traded biotechnology company that was sold to Perkin Elmer in 2007, and as a director of ViaCyte, Inc., a privately held regenerative medicine company developing novel cell replacement therapies that was acquired by Vertex Pharmaceuticals (NASDAQ: VRTX) in 2022. Mr. Hastings currently serves as Chair of the board of directors of Pacira Biosciences, Inc. (NASDAQ: PCRX), a biotechnology company, and as the immediate past Chair of the Biotechnology Innovation Organization and current executive committee member. Mr. Hastings has been nominated to the Board of Directors of enGene Holdings Inc. (NASDAQ: ENGN), a clinical-stage biotechnology company focused on developing gene therapies, subject to election by enGene’s shareholders at the company’s May 15, 2024 annual meeting. Mr. Hastings received a B.S. in pharmacy from the University of Rhode Island. | | | KEY ATTRIBUTES | | | We believe Mr. Hastings’ is qualified to serve on our Board of Directors due to his extensive experience in the pharmaceutical and biotechnology industries. |

  3. Nominees for Election as Class I Directors at the Annual Meeting

    | 4 | 2024 PROXY STATEMENT | NKARTA, INC. |

  4. Nominees for Election as Class I Directors at the Annual Meeting

    | ANGELA THEDINGA, M.B.A., M.P.H. | | | Class I Age: 42 Director Since: 2022 | POSITION AND BUSINESS EXPERIENCE | | | Angela Thedinga, M.B.A., M.P.H. has served on our Board of Directors since March 2022. Ms. Thedinga is the founder and principal consultant for Agenvia, LLC, providing gene therapy consulting services since January 2022. Prior to that, Ms. Thedinga served as Chief Technology Officer of Adverum Biotechnologies, Inc. (NASDAQ: ADVM), a clinical-stage gene therapy company, from February 2020 to October 2021, and VP, Program Management and Strategy from August 2019 to February 2020. Previously, at AveXis, Inc., which was acquired by Novartis, Ms. Thedinga served as VP, Program Management and Chief of Staff from June 2018 to May 2019. Ms. Thedinga also held manufacturing strategy roles at AveXis, Inc., Novartis Vaccines and Diagnostics, and Abbott Laboratories (NYSE: ABT). Ms. Thedinga has served on the Technical Advisory Board for Tenaya Therapeutic, Inc. (NASDAQ: TNYA) since May 2023. Ms. Thedinga earned a B.S. in chemical engineering from the University of Wisconsin - Madison, M.S. in chemical engineering from the Massachusetts Institute of Technology, M.B.A. from the MIT Sloan School of Management, and M.P.H. from the University of North Carolina Chapel Hill. | | | KEY ATTRIBUTES | | | We believe that Ms. Thedinga is qualified to serve on our Board of Directors due to her experience in the life sciences industry and educational background. |

  5. Nominees for Election as Class I Directors at the Annual Meeting

    | GEORGE VRATSANOS, M.D. | | | Class I Age: 60 Director Nominee | POSITION AND BUSINESS EXPERIENCE | | | George Vratsanos, M.D. is a new nominee to our Board of Directors. Dr. Vratsanos is the Head of Research and Development and Chief Medical Officer of Jnana Therapeutics, where he has worked since July 2023. Previously, Dr. Vratsanos held several senior leadership roles at Janssen Pharmaceuticals, including SVP, Translational Science and Medicine, Immunology from September 2018 to July 2023 and VP from September 2016 to September 2018. Before joining Janssen Pharmaceuticals, Dr. Vratsanos was the Executive Global Program Head of the Immunology and Dermatology Franchise at Novartis AG (NYSE: NVS) from January 2013 to September 2016 and their Vice President, Autoimmunity Clinical Science Unity Head from November 2011 to January 2013. Dr. Vratsanos previously worked at Roche Pharmaceuticals as a Translational Medicine Leader from August 2009 to November 2011 and at Bristol-Myers Squibb (NYSE: BMY) as a Group Director from 2007 to 2009. Dr. Vratsanos earned a B.S. and M.S. in biomedical engineering from Columbia University, an M.S. in clinical investigation from Vanderbilt University, an M.D. from New York University School of Medicine, and he completed a postdoctoral fellowship in investigative rheumatology/immunobiology at Yale University. Dr. Vratsanos is also a Fellow of the American College of Rheumatology. | | | KEY ATTRIBUTES | | | We believe that Dr. Vratsanos is qualified to serve on our Board of Directors due to his expertise in immunology and his leadership and management experience. |

  6. Nominees for Election as Class I Directors at the Annual Meeting

    | NKARTA, INC. | 2024 PROXY STATEMENT | 5 |

  7. All Other Continuing Directors

    All Other Continuing Directors

  8. All Other Continuing Directors

    | MICHAEL DYBBS, PH.D. | | | Class II Age: 49 Director Since: 2019 | POSITION AND BUSINESS EXPERIENCE | | | Michael Dybbs, Ph.D. has served on our Board of Directors since August 2019. Dr. Dybbs is currently a partner at Samsara BioCapital, where he has worked since March 2017. Prior to joining Samsara, Dr. Dybbs was a partner at New Leaf Venture Partners, L.L.C., where he worked from May 2009 until September 2016. Before joining New Leaf Venture Partners, L.L.C., Dr. Dybbs was a principal at the Boston Consulting Group. Dr. Dybbs has served on the board of Sutro Biopharma, Inc. (NASDAQ: STRO) since July 2018 and currently serves as a director of several private companies. Dr. Dybbs previously served on the boards of directors of Dimension Therapeutics, Inc. and Versartis, Inc. Dr. Dybbs received an A.B. in biochemical sciences from Harvard College and a Ph.D. in molecular biology from the University of California, Berkeley, where he was awarded a Howard Hughes Medical Institute fellowship. | | | KEY ATTRIBUTES | | | We believe that Dr. Dybbs is qualified to serve on our Board of Directors due to his experience in the life sciences industry and the venture capital industry, and his leadership and management experience. |

  9. All Other Continuing Directors

    | SIMEON GEORGE, M.D., M.B.A. | | | Class II Age: 47 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Simeon George, M.D., M.B.A. has served on our Board of Directors since February 2020, and from July 2015 to September 2017. Dr. George is the Chief Executive Officer and Managing Partner of SR One Capital Management, LP, a transatlantic biotech venture capital firm, where he has been employed since September 2020. Previously, Dr. George was the Chief Executive Officer and President of S.R. One, Limited, now called GSK Equity Investments, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, where he had been employed since 2007. Dr. George was formerly a consultant at Bain & Company and an investment banker at Goldman Sachs and Merrill Lynch. Dr. George currently serves on the boards of directors of the following public companies: CRISPR Therapeutics AG (NASDAQ: CRSP) since April 2015 and Design Therapeutics (NASDAQ: DSGN) since February 2020. Dr. George also served on the boards of directors of Principia Biopharma Inc. (acquired by Sanofi) from February 2011 to September 2020, Progyny, Inc. (NASDAQ: PGNY) from June 2012 to October 2019, and Turning Point Therapeutics, Inc., a publicly traded company acquired by Bristol-Myers Squibb (NYSE: BMY) in 2022, from May 2017 until August 2022. Dr. George received his B.A. in neuroscience from the Johns Hopkins University, where he graduated Phi Beta Kappa. He received an M.D. from the University of Pennsylvania School of Medicine and an M.B.A. (Mayer Scholar) from the Wharton School of the University of Pennsylvania. | | | KEY ATTRIBUTES | | | We believe that Dr. George is qualified to serve on our Board of Directors due to his experience in the life sciences industry and the venture capital industry, and his leadership and management experience. |

  10. All Other Continuing Directors

    | 6 | 2024 PROXY STATEMENT | NKARTA, INC. |

  11. All Other Continuing Directors

    | LEONE PATTERSON, M.B.A. | | | Class II Age: 61 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Leone Patterson, M.B.A. has served on our Board of Directors since April 2020. Ms. Patterson is Chief Financial and Business Officer of Tenaya Therapeutics, Inc. (NASDAQ: TNYA), a clinical-stage biotechnology company. Prior to Tenaya, Ms. Patterson held several roles at Adverum Biotechnologies, Inc. (NASDAQ: ADVM) including Chief Financial Officer from June 2016 to May 2018, Chief Executive Officer from May 2018 to June 2020, Director from October 2018 to June 2020, and President from December 2019 to June 2021. Ms. Patterson has over 20 years of experience in the biotechnology industry and has held various senior positions at Diadexus, Inc., Transcept Pharmaceuticals, Inc., NetApp, Inc. (NASDAQ: NTAP), Exelixis, Inc. (NASDAQ: EXEL), Novartis AG (NYSE: NVS), Chiron (acquired by Novartis AG), and KPMG. Ms. Patterson has also served on the Oxford Biomedica plc (LSE: OXB) Board of Directors since April 2023. Ms. Patterson earned a B.S. in business administration and accounting from Chapman University and an Executive M.B.A. from St. Mary's College. Ms. Patterson is also a Certified Public Accountant (inactive status). | | | KEY ATTRIBUTES | | | We believe that Ms. Patterson is qualified to serve on our Board of Directors due to her financial expertise and experience in the life sciences industry, including her leadership and management experience. |

  12. All Other Continuing Directors

    | NKARTA, INC. | 2024 PROXY STATEMENT | 7 |

  13. All Other Continuing Directors

    | ALI BEHBAHANI, M.D., M.B.A. | | | Class III Age: 48 Director Since: 2015 | POSITION AND BUSINESS EXPERIENCE | | | Ali Behbahani, M.D., M.B.A. has served as our Chairman since August 2019, and on our Board of Directors since October 2015. Dr. Behbahani joined New Enterprise Associates, Inc., or NEA, in 2007 and is a Partner and Co-Head of the healthcare team. Dr. Behbahani also has served as a member of the board of directors of the following publicly held companies: CRISPR Therapeutics AG (NASDAQ: CRSP) since April 2015, Adaptimmune Therapeutics plc (NASDAQ: ADAP) since September 2014, Black Diamond Therapeutics, Inc. (NASDAQ: BDTX) since December 2018, CVRx, Inc. (NASDAQ: CVRX) since July 2013, Monte Rosa Therapeutics, Inc. (NASDAQ: GLUE) since April 2020, Korro Bio, Inc. (NASDAQ: KRRO) since August 2019, and Arcellx, Inc. (NASDAQ: ACLX) since February 2015 as well as several privately held companies. Dr. Behbahani previously served as a member of the board of directors of Minerva Surgical Inc. (NASDAQ: UTRS) from May 2011 to January 2024; Nevro Corp. from August 2014 to March 2019; Genocea Biosciences, Inc. (NASDAQ: GNCA) from February 2018 to May 2022; and Oyster Point Pharma, Inc. (NASDAQ: OYST) from July 2017 to January 2023. Prior to joining NEA, Dr. Behbahani served as a consultant in business development at The Medicines Company, a pharmaceutical company, a Venture Associate at Morgan Stanley, and as a Healthcare Investment Banking Analyst at Lehman Brothers. Dr. Behbahani received a B.S. in biomedical engineering, electrical engineering, and chemistry from Duke University, an M.D. from the University of Pennsylvania School of Medicine, and an M.B.A. from the Wharton School of the University of Pennsylvania. | | | KEY ATTRIBUTES | | | We believe that Dr. Behbahani is qualified to serve on our Board of Directors due to his experience in the biopharmaceutical industry, as well as his experience as a member on the boards of directors of multiple companies in the industry. |

  14. All Other Continuing Directors

    | ZACHARY SCHEINER, PH.D. | | | Class III Age: 47 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Zachary Scheiner, Ph.D. has served on our Board of Directors since February 2020. Dr. Scheiner joined RA Capital Management, L.P. in April 2015 as an associate, became an analyst in April 2017, and has been a principal since December 2017. Prior to joining RA Capital, Dr. Scheiner was a science officer at the California Institute for Regenerative Medicine (CIRM), where he worked from September 2008 to March 2015. Dr. Scheiner has served as a member of the board of directors at Lenz Therapeutics (NASDAQ: LENZ) since November 2020, and currently serves on the boards of several privately held companies. Dr. Scheiner received his B.S. in molecular biophysics and biochemistry from Yale University in 1997, and his Ph.D. in neurobiology and behavior from the University of Washington in 2007. | | | KEY ATTRIBUTES | | | We believe that Dr. Scheiner is qualified to serve on our Board of Directors due to his experience in the life sciences industry and his investing experience. |

  15. All Other Continuing Directors

    | 8 | 2024 PROXY STATEMENT | NKARTA, INC. |

  16. All Other Continuing Directors

    | CORPORATE GOVERNANCE |

  17. Clawback Policy

    We provide our executives with an annual base salary as a fixed, stable form of compensation, and we have granted our executives restricted stock units (“RSUs”) and stock options to provide an additional incentive to grow our business and further link the interests of our executives with those of our stockholders. We also provided certain cash incentive opportunities to our executives for 2023 as noted below. We have also entered into agreements with our executives that provide for severance benefits upon certain terminations of employment. Our Compensation Committee reviews our executive officers’ overall compensation packages on an annual basis (or more frequently as it deems warranted) to help ensure we continue to attract and retain highly talented executives and provide appropriate incentives to create additional value for our stockholders. As an emerging growth company and a smaller reporting company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” (as such term is defined under applicable securities laws), which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. In certain circumstances, the compensation of former executive officers may also need to be disclosed. The table below sets forth the annual compensation for services rendered during 2023 by these executive officers, also referred to as our named executive officers, or NEOs.

  18. Summary Compensation Table – Fiscal Years 2022-2023

    Summary Compensation Table – Fiscal Years 2022-2023

  19. Summary Compensation Table – Fiscal Years 2022-2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Paul Hastings President and Chief Executive Officer | 2023 | 623,506 | — | 359,265 | 1,640,267 | 301,777 | — | 9,900 | 2,934,715 | | | 2022 | 599,525 | — | 747,541 | 3,058,795 | 329,739 | — | 9,150 | 4,744,750 | | David Shook, M.D. Chief Medical Officer | 2023 | 459,800 | — | 208,875 | 669,625 | 161,850 | — | 9,900 | 1,510,050 | | Alyssa Levin Chief Financial and Business Officer | 2023 | 225,000 | 20,000 | — | 749,558 | 117,607 | — | 174,793 | 1,286,958 |

  20. Summary Compensation Table – Fiscal Years 2022-2023

    | (1) Ms. Levin was appointed our Chief Financial and Business Officer effective July 1, 2023. The amount reported in this column for Ms. Levin reflects a sign-on bonus she received in 2023 pursuant to her offer letter described below. |

  21. Summary Compensation Table – Fiscal Years 2022-2023

    | (2) Represents the aggregate grant date fair value of stock awards (RSUs) or stock options awarded to the named executive officer in the applicable fiscal year. These values have been determined under FASB ASC Topic 718, the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of equity awards contained in Note 11, Share-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2023, filed with the SEC on March 21, 2024, and in similar footnotes to the financial statements included in our annual reports on Form 10-K filed in prior years. The amounts reported in this column reflect the accounting grant date fair value of the awards and do not necessarily reflect the actual economic value that may be received by the named executive officer upon exercise or payment of the awards. |

  22. Summary Compensation Table – Fiscal Years 2022-2023

    | (3) Represents amounts earned by our NEOs under our cash incentive program for fiscal year 2023 or 2022, as the case may be, based on achievement of certain financial and operational performance objectives established by our Board of Directors. |

  23. Summary Compensation Table – Fiscal Years 2022-2023

    | (4) Represents Company contributions to the NEO’s account under our 401(k) plan, and for Ms. Levin, includes $168,000 for consulting services she performed for the Company from April to June 2023. |

  24. Summary Compensation Table – Fiscal Years 2022-2023

    | 22 | 2024 PROXY STATEMENT | NKARTA, INC. |

  25. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table provides information regarding outstanding stock options and stock unit awards held by each of our NEOs as of December 31, 2023, including the vesting dates for the portions of these awards that had not vested (and the fair market value of unvested RSUs) as of that date. Our NEOs did not hold any other outstanding equity awards as of that date.

  26. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(20) | | Paul Hastings | 339,639 | 0 | 3.89 | 09/05/2029 | — | — | | | 312,347 | 53,328(1) | 3.89 | 09/05/2029 | — | — | | | 172,883 | 29,517(2) | 18.00 | 07/08/2030 | — | — | | | 114,843 | 42,657(3) | 54.89 | 01/07/2031 | — | — | | | 120,319 | 130,781(4) | 12.14 | 01/13/2032 | — | — | | | 45,000 | 75,000(5) | 12.25 | 06/16/2032 | — | — | | | 88,573 | 297,927(6) | 5.57 | 01/12/2033 | — | — | | | — | — | — | — | 31,425(7) | 207,405 | | | — | — | — | — | 14,625(8) | 96,525 | | | — | — | — | — | 64,500(9) | 425,700 | | David Shook, M.D. | 11,637 | 1,663(10) | 18.00 | 07/08/2030 | — | — | | | 3,672 | 628(11) | 18.00 | 07/08/2030 | — | — | | | 4,100 | 700(12) | 18.00 | 07/08/2030 | — | — | | | 3,412 | 1,268(3) | 54.89 | 01/07/2031 | — | — | | | 100 | 50(13) | 31.85 | 04/29/2031 | — | — | | | 1,586 | 1,724(4) | 12.14 | 01/13/2032 | — | — | | | 2,083 | 2,917(14) | 18.44 | 04/28/2032 | — | — | | | 2,771 | 4,229(15) | 13.86 | 05/15/2032 | — | — | | | 13,125 | 21,875(5) | 12.25 | 06/16/2032 | — | — | | | 10,000 | 20,000(16) | 16.46 | 08/19/2032 | — | — | | | 17,188 | 57,812(6) | 5.57 | 01/12/2033 | — | — | | | 21,667 | 186,333(17) | 2.19 | 06/30/2033 | — | — | | | — | — | — | — | 1,245(7) | 8,217 | | | — | — | — | — | 3,750(8) | 24,750 | | | — | — | — | — | 11,250(18) | 74,250 | | | — | — | — | — | 37,500(9) | 247,500 | | Alyssa Levin | — | 442,400(19) | 2.19 | 06/30/2033 | — | — |

  27. Outstanding Equity Awards as of December 31, 2023

    | (1) These options were granted September 5, 2019 and vest in 48 equal monthly installments from August 1, 2020, a month after the performance condition set forth in the applicable option agreement was achieved, to July 1, 2024. |

  28. Outstanding Equity Awards as of December 31, 2023

    | (2) These options were granted July 9, 2020 and vest in 48 equal monthly installments from August 9, 2020 through July 9, 2024. |

  29. Outstanding Equity Awards as of December 31, 2023

    | (3) These options were granted January 8, 2021 and vest in 48 equal monthly installments from February 8, 2021 to January 8, 2025. |

  30. Outstanding Equity Awards as of December 31, 2023

    | (4) These options were granted January 14, 2022 and vest in 48 equal monthly installments from February 14, 2022 to January 14, 2026. |

  31. Outstanding Equity Awards as of December 31, 2023

    | NKARTA, INC. | 2024 PROXY STATEMENT | 23 |

  32. Outstanding Equity Awards as of December 31, 2023

    | (5) These options were granted June 17, 2022 and vest in 48 equal monthly installments from July 17, 2022 to June 17, 2026. |

  33. Outstanding Equity Awards as of December 31, 2023

    | (6) These options were granted January 13, 2023 and vest in 48 equal monthly installments from February 14, 2023 to January 14, 2027. |

  34. Outstanding Equity Awards as of December 31, 2023

    | (7) These RSUs were granted January 14, 2022 and vest in four equal annual installments from January 14, 2023 to January 14, 2026. |

  35. Outstanding Equity Awards as of December 31, 2023

    | (8) These RSUs were granted June 17, 2022 and vest in four equal annual installments from June 17, 2023 to June 17, 2026. |

  36. Outstanding Equity Awards as of December 31, 2023

    | (9) These RSUs were granted January 13, 2023 and vest in four equal annual installments from January 14, 2024 to January 14, 2027. |

  37. Outstanding Equity Awards as of December 31, 2023

    | (10) These options were granted July 9, 2020 and 25% vest on June 1, 2021 and the remainder vest in 36 equal monthly installments from July 1, 2021 through June 1, 2024. |

  38. Outstanding Equity Awards as of December 31, 2023

    | (11) These options were granted July 9, 2020 and vest in 48 equal monthly installments from August 1, 2020 through July 1, 2024. |

  39. Outstanding Equity Awards as of December 31, 2023

    | (12) These options were granted July 9, 2020 and vest in 48 equal monthly installments from August 9, 2020 through July 9, 2024. |

  40. Outstanding Equity Awards as of December 31, 2023

    | (13) These options were granted April 30, 2021 and vest in 48 equal monthly installments from May 30, 2021 through April 30, 2025. |

  41. Outstanding Equity Awards as of December 31, 2023

    | (14) These options were granted April 29, 2022 and vest in 48 equal monthly installments from May 29, 2022 through April 29, 2026. |

  42. Outstanding Equity Awards as of December 31, 2023

    | (15) These options were granted May 16, 2022 and vest in 48 equal monthly installments from June 16, 2022 through May 16, 2026. |

  43. Outstanding Equity Awards as of December 31, 2023

    | (16) These options were granted August 20, 2022 and vest in 48 equal monthly installments from September 20, 2022 through August 20, 2026. |

  44. Outstanding Equity Awards as of December 31, 2023

    | (17) These options were granted July 1, 2023 and vest in 48 equal monthly installments from August 1, 2023 through July 1, 2027. |

  45. Outstanding Equity Awards as of December 31, 2023

    | (18) These RSUs were granted August 20, 2022 and vest in four equal annual installments from August 20, 2023 to August 20, 2026. |

  46. Outstanding Equity Awards as of December 31, 2023

    | (19) These options were granted July 1, 2023 and 25% vest on July 1, 2024 and the remainder vest in 36 equal monthly installments from August 1, 2024 through July 1, 2027. |

  47. Outstanding Equity Awards as of December 31, 2023

    | (20) The dollar amounts shown in this column are determined by multiplying the corresponding number of shares or units of stock that have not vested by the closing price of a share of Nkarta common stock as reported on The Nasdaq Global Select Market on December 29, 2023, the last trading day of our fiscal year. |

  48. Outstanding Equity Awards as of December 31, 2023

    | 24 | 2024 PROXY STATEMENT | NKARTA, INC. |

  49. Defined Contribution Plans

    | DIRECTOR COMPENSATION |

  50. Non-Employee Director Compensation

    Non-Employee Director Compensation Under our Director Compensation Policy, annual compensation for the members of our Board of Directors who are not employed by us or any of our subsidiaries (referred to in this section as “non-employee directors”) consists of an annual cash retainer, an additional cash retainer for non-employee directors serving in certain positions as described below, and equity awards as described below. Members of the Board are also reimbursed for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of the Board and Board committees or in connection with board-related business, in each case consistent with our expense reimbursement policy. Our Board of Directors reserves the right to modify the Director Compensation Policy from time to time.

  51. Director Compensation Table - Fiscal 2023

    Director Compensation Table - Fiscal 2023 The following table sets forth the total compensation paid to our non-employee directors for their service on our Board of Directors during fiscal 2023. Mr. Hastings, who is employed by us, does not receive any additional compensation for his service on the Board.

  52. Director Compensation Table - Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Fouad Azzam, Ph.D., M.B.A. | 47,500 | — | 81,250 | — | 128,750 | | Ali Behbahani, M.D., M.B.A. | 85,500 | — | 81,250 | — | 166,750 | | Michael Dybbs, Ph.D. | 54,000 | — | 81,250 | — | 135,250 | | Simeon George, M.D., M.B.A. | 45,000 | — | 81,250 | — | 126,250 | | Leone Patterson, M.B.A. | 55,000 | — | 81,250 | — | 136,250 | | Zach Scheiner, Ph.D. | 44,000 | — | 81,250 | — | 125,250 | | Laura Shawver, Ph.D.(1) | 19,657 | — | — | — | 19,657 | | Angela Thedinga, M.B.A., M.P.H | 41,250 | — | 81,250 | — | 122,500 |

  53. Director Compensation Table - Fiscal 2023

    | (1) Dr. Shawver’s term as a member of our Board of Directors expired on June 7, 2023 (the date of our 2023 annual meeting), and she did not stand for re-election. |

  54. Director Compensation Table - Fiscal 2023

    | (2) Represents the aggregate grant date fair value of stock options awarded to the non-employee director in 2023. On June 7, 2023, each of our non-employee directors then serving on our Board of Directors was granted an option to acquire 22,500 shares of Company common stock and each such non-employee director’s award had an aggregate grant date fair value of $81,250. |

  55. Director Compensation Table - Fiscal 2023

    These values have been determined under FASB ASC Topic 718, the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of equity awards contained in Note 11, Share-Based Compensation, to our financial statements included in our annual report on Form 10-K for 2023, filed with the SEC on March 21, 2024. The amounts reported in this column reflect the accounting grant date fair value of the awards (or incremental fair value resulting from an award modification, as the case may be) and do not necessarily reflect the actual economic value that may be received by the non-employee directors upon exercise of the stock options.

  56. Director Compensation Table - Fiscal 2023

    | (3) The aggregate number of shares of Company common stock covered by the outstanding stock options held by each non-employee director as of December 31, 2023 were as set forth below. No non-employee director held any other Company equity awards as of that date. |

  57. Director Compensation Table - Fiscal 2023

    | Director | Number of Outstanding Stock Options as of 12/31/23 | | Fouad Azzam, Ph.D., M.B.A. | 65,711 | | Ali Behbahani, M.D., M.B.A. | 65,711 | | Michael Dybbs, Ph.D. | 65,711 | | Simeon George, M.D., M.B.A. | 65,711 | | Leone Patterson, M.B.A. | 113,740 | | Zach Scheiner, Ph.D. | 65,711 | | Laura Shawver, Ph.D. | 0 | | Angela Thedinga, M.B.A., M.P.H. | 57,718 |

  58. Director Compensation Table - Fiscal 2023

    | 30 | 2024 PROXY STATEMENT | NKARTA, INC. |

  59. Director Compensation Table - Fiscal 2023

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  60. Director Compensation Table - Fiscal 2023

    The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of April 15, 2024, by:

  61. Director Compensation Table - Fiscal 2023

    | • | each person who we know beneficially owns more than 5% of our common stock; |

  62. Director Compensation Table - Fiscal 2023

    | • | each of our directors; |

  63. Director Compensation Table - Fiscal 2023

    | • | each Named Executive Officer as set forth in the Summary Compensation Table included in this Proxy Statement; and |

  64. Director Compensation Table - Fiscal 2023

    | • | all of our current directors and executive officers as a group. |

  65. Director Compensation Table - Fiscal 2023

    The information below is based on 70,467,620 shares of our common stock outstanding as of April 15, 2024 and 3,000,031 shares that could be issued upon the exercise of Pre-Funded Warrants (as defined below). We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules take into account shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of April 15, 2024 and RSUs that will vest within 60 days of April 15, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those options or RSUs for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

  66. Director Compensation Table - Fiscal 2023

    | NKARTA, INC. | 2024 PROXY STATEMENT | 31 |

  67. Director Compensation Table - Fiscal 2023

    | | Amount of Beneficial Ownership | % of Class | | >5% Stockholders | | | | Entities affiliated with RA Capital(1) | 13,848,371 | 18.8% | | Adage Capital Partners, LP(2) | 5,450,000 | 7.4% | | Deerfield Partners, LP(3) | 5,400,000 | 7.4% | | Boxer Capital, LLC(4) | 5,307,350 | 7.2% | | Commodore Capital LP(5) | 3,980,000 | 5.4% | | Samsara BioCapital, L.P.(6) | 3,768,035 | 5.1% | | Named Executive Officers and Directors | | | | Paul Hastings(7) | 1,501,130 | 2.0% | | David Shook(8) | 165,296 | * | | Alyssa Levin(9) | 11,719 | * | | Fouad Azzam(10) | 65,711 | * | | Ali Behbahani(11) | 65,711 | * | | Michael Dybbs(12) | 65,711 | * | | Simeon George(13) | 3,399,044 | 4.6% | | Leone Patterson(14) | 113,740 | * | | Zach Scheiner(15) | 65,711 | * | | Angela Thedinga(16) | 47,049 | * | | George Vratsanos | - | - | | All executive officers and directors as a group (14 persons total)(17) | 6,416,563 | 8.7% |

  68. Director Compensation Table - Fiscal 2023

    | * Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. |

  69. Director Compensation Table - Fiscal 2023

    | (1) As reported on the Schedule 13D/A filed with the SEC on March 29, 2024 by RA Capital Management, L.P. (“RA Capital”), RA Capital Healthcare Fund, L.P. (the “Fund”), Dr. Peter Kolchinsky, and Mr. Rajeev Shah. According to the Schedule 13D/A, the reported holdings consist of 10,050,818 shares held by the Fund, 754,311 shares held by RA Capital Nexus Fund, L.P. (the “Nexus Fund”), 43,211 vested stock options (right to buy) held by Dr. Zachary Scheiner for the benefit of RA Capital, and 3,000,031 shares of common stock issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”), which are immediately exercisable in full as of the date of the Schedule 13D/A. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. RA Capital is the investment manager of the Fund and Nexus Fund and may be deemed an indirect beneficial owner of any shares held by the Fund and the Nexus Fund. The Fund and Nexus Fund have delegated to RA Capital the sole voting and dispositive power with respect to the shares held by the Fund and the Nexus Fund, and accordingly, the Fund and the Nexus Fund disclaim beneficial ownership of the shares they hold. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the managing members. As such, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the shares held by the Fund and the Nexus Fund. RA Capital, Dr. Kolchinsky, and Mr. Shah expressly disclaim beneficial ownership over all shares held by the Fund and the Nexus Fund except to the extent of their pecuniary interest therein. The address for RA Capital, the Fund, Dr. Kolchinsky and Mr. Shah is 200 Berkeley Street, 18th Floor, Boston, Massachusetts 02116. The Schedule 13D/A states that the Pre-Funded Warrants held by the Fund may only be exercised to such an extent that the exercise of the Pre-Funded Warrants would not cause the Fund to own more than 19.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. |

  70. Director Compensation Table - Fiscal 2023

    | (2) Based in part on the Schedule 13G/A filed with the SEC on February 7, 2024 by Adage Capital Partners, LP (“ACP”), Adage Capital Partners GP, LLC (“ACPGP”), Adage Capital Management, LP (“ACM”), Robert Atchinson and Phillip Gross. According to the Schedule 13G/A, the reported holdings consistent of 3,450,000 shares held by ACP, ACPGP, ACM, Mr. Robert Atchinson and Mr. Philip Gross, over which they have shared voting and dispositive power. Messrs. Atchinson and Gross are managing members of Adage Capital Advisors, LLC, which is the managing member of ACPGP, and managing members of Adage Capital Partners LLC, which is the general partner of ACM, and may be deemed to beneficially own the shares held by them. The business address of ACP, ACPGP, ACM and Messrs. Atchinson and Gross is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. In addition, on March 27, 2024, we completed an underwritten offering of 21,010,000 shares common stock and the Pre-Funded Warrants (the “March 2024 Offering”). The amount reflected in the beneficial ownership table includes 2,000,000 shares of common stock purchased in the March 2024 Offering. |

  71. Director Compensation Table - Fiscal 2023

    | 32 | 2024 PROXY STATEMENT | NKARTA, INC. |

  72. Director Compensation Table - Fiscal 2023

    | (3) Based in part on the Schedule 13G filed with the SEC on October 26, 2023 by Deerfield Partners, LP (“DP”), Deerfield Mgmt, LP (“Deerfield Mgmt”), Deerfield Management Company, LP (“Deerfield Mgmt Co”) and Mr. James E. Flynn. According to the Schedule 13G the reported holdings consistent of 3,400,000 shares held by DP. Deerfield Mgmt Co is the investment advisor of DP and Deerfield Mgmt is the general partner of DP. DP, Deerfield Mgmt, Deerfield Mgmt Co and Mr. Flynn have shared voting and dispositive power over the shares deemed beneficially held by them. The business address of DP, Deerfield Mgmt, Deerfield Mgmt Co and Mr. Flynn is 345 Park Avenue South, 12th Floor, New York, NY 10010. The amount reflected in the beneficial ownership table includes 2,000,000 shares of common stock purchased in the March 2024 Offering. |

  73. Director Compensation Table - Fiscal 2023

    | (4) Based in part on the Schedule 13G filed with the SEC on January 18, 2024 by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joseph C. Lewis, MVA Investors, LLC (“MVA Investors”), and Aaron I. Davis. According to the Schedule 13G, the reported holdings consist of 4,407,350 shares held by Boxer Capital, Boxer Management, and Joseph C. Lewis and 84,900 shares held by MVA Investors and Aaron I. Davis. Boxer Management is the managing member and majority owner of Boxer Capital. Joseph C. Lewis is the sole indirect beneficial owner of any shares held by Boxer Management. MVA Investors is the independent, personal investment vehicle of certain employees of Boxer Capital. Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. Boxer Capital, Boxer Management, and Joseph Lewis have shared power to vote the shares to be deemed beneficially held by them. MVA Investors and Aaron I. Davis have shared power to vote the shares to be deemed beneficially held by them. The business address of Boxer Capital, MVA Investors, and Aaron I. Davis is 12860 El Camino Real, Suite 300, San Diego, CA 92130. The business address of Boxer Management and Joseph C. Lewis is Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas. The amount reflected in the beneficial ownership table includes 900,000 shares of common stock purchased in the March 2024 Offering. |

  74. Director Compensation Table - Fiscal 2023

    | (5) Based in part on the Schedule 13G filed with the SEC on October 27, 2023 by Commodore Capital LP (the “Firm”) and Commodore Capital Master LP (“Commodore Master”). According to the Schedule 13G, the reported holdings consist of 2,730,000 shares held by the Firm and Commodore Master. The Firm is the investment manager to Commodore Master and has shared voting and dispositive power over the shares held by them. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. The business address of the Firm and Commodore Master is 444 Madison Avenue, Floor 35, New York, New York 10022. The amount reflected in the beneficial ownership table includes 1,250,000 shares of common stock purchased in the March 2024 Offering. |

  75. Director Compensation Table - Fiscal 2023

    | (6) As reported on Schedule 13D/A filed with the SEC on March 27, 2024 by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP LLC (“Samsara GP”), and Dr. Srinivas Akkaraju. According to the Schedule 13D/A, Samsara LP, Samsara GP, and Dr. Akkaraju have shared voting and dispositive power over 3,768,035 shares of our common stock. The sole general partner of Samsara LP is Samsara GP, and, accordingly, Samsara GP may be deemed to beneficially own the Samsara LP shares. As a managing member of Samsara GP, Dr. Akkaraju may be deemed to beneficially own the shares held by Samsara LP. The address of Samsara LP, Samsara GP, and Dr. Akkaraju is 628 Middlefield Road, Palo Alto, California 94301. |

  76. Director Compensation Table - Fiscal 2023

    | (7) Consists of 71,557 common shares and 1,429,573 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. |

  77. Director Compensation Table - Fiscal 2023

    | (8) Consists of 15,025 common shares and 150,271 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. |

  78. Director Compensation Table - Fiscal 2023

    | (9) Consists of 11,719 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. |

  79. Director Compensation Table - Fiscal 2023

    | (10) Consists of 65,711 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. |

  80. Director Compensation Table - Fiscal 2023

    | (11) Consists of 65,711 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. Dr. Behbahani is affiliated with New Enterprise Associates. Dr. Behbahani does not have voting or dispositive control over the shares held by the entities affiliated with New Enterprise Associates referenced in footnote 4 above. |

  81. Director Compensation Table - Fiscal 2023

    | (12) Consists of 65,711 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. Dr. Dybbs is a manager of Samsara GP LLC; however, he does not have or share voting or dispositive power over the shares held by Samsara LP referenced in footnote 3 above. |

  82. Director Compensation Table - Fiscal 2023

    | (13) Consists of 65,711 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024 and 1,548,341 shares held directly by SR One Capital Opportunities Fund I, LP (“Opportunities Fund I”), 451,659 shares held directly by SR One Capital Fund II Aggregator, LP (“Fund II Aggregator”), 666,667 shares held directly by SR One Co- Invest IX, LLC (“Co-Invest IX”), and 666,666 shares held directly by SR One |

  83. Director Compensation Table - Fiscal 2023

    | NKARTA, INC. | 2024 PROXY STATEMENT | 33 |

  84. Director Compensation Table - Fiscal 2023

    Co-Invest X, LLC (“Co-Invest X”). SR One Capital Opportunities Partners I, LP is the sole general partner of Opportunities Fund I. SR One Capital Partners II, LP is the sole general partner of Fund II Aggregator. SR One Co-Invest IX Manager, LLC is the managing member of Co-Invest IX. SR One Co-Invest X Manager, LLC is the managing member of Co-Invest X. Dr. George is the managing director of SR One Capital Management, LLC (“Capital Management”), which is the sole general partner of each of SR One Capital Opportunities Partners I, LP and SR One Capital Partners II, LP and the managing member of each of SR One Co-Invest IX Manager, LLC and SR One Co-Invest X Manager, LLC. Each of SR One Capital Opportunities Partners I, LP, Capital Management and Dr. George may each be deemed to have shared power to vote or dispose of the shares directly held by Opportunities Fund I, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Each of SR One Capital Partners II, LP, Capital Management and Dr. George may each be deemed to have shared power to vote or dispose of the shares directly held by Fund II Aggregator, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Each of SR One Co-Invest IX Manager, LLC, Capital Management and Dr. George may each be deemed to have shared power to vote or dispose of the shares directly held by Co-Invest IX, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. Each of SR One Co-Invest X Manager, LLC, Capital Management, and Dr. George may each be deemed to have shared power to vote or dispose of the shares held directly by Co- Invest X, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

  85. Director Compensation Table - Fiscal 2023

    | (14) Consists of 113,740 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. |

  86. Director Compensation Table - Fiscal 2023

    | (15) Consists of 65,711 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. Dr. Scheiner is employed as a principal at RA Capital Management, L.P. Dr. Scheiner does not have voting or dispositive control over the shares held by RA Capital referenced in footnote 1 above. |

  87. Director Compensation Table - Fiscal 2023

    | (16) Consists of 47,049 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. |

  88. Director Compensation Table - Fiscal 2023

    | (17) Consists of 3,490,169 common shares and 2,926,394 shares issuable to our current directors and executive officers pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 15, 2024. |

  89. Director Compensation Table - Fiscal 2023

    | 34 | 2024 PROXY STATEMENT | NKARTA, INC. |

  90. Director Compensation Table - Fiscal 2023

    | REPORT OF AUDIT COMMITTEE |

  91. Director Compensation Table - Fiscal 2023

    The Audit Committee assists the Board in its oversight of the Company’s financial statements and reporting process, audit process and internal controls. The Audit Committee operates under a written charter adopted by the Board, which describes this and the other responsibilities of the Audit Committee. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon. The Audit Committee has reviewed and discussed the Company’s audited financial statements with management, which has primary responsibility for the financial statements. Ernst & Young LLP, the Company’s independent registered public accounting firm for fiscal 2023, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles and the effectiveness of its internal control over financial reporting. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the PCAOB and SEC. The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s 2023 Annual Report on Form 10-K for filing with the SEC. The Audit Committee also appointed Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and is seeking ratification of such selection by the Company’s stockholders at the Annual Meeting.