DEF 14A of Nkarta, Inc., Apr 21, 2025

DEF 14A of Nkarta, Inc.

Filed Apr 21, 2025 · FY20240001140361-25-014740

Open on EDGAR

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

    Nominees for Election as Class II Directors at the Annual Meeting

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

    | MICHAEL DYBBS, PH.D. | | | Class II Age: 50 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, an asset management firm focused on the life sciences industry, where he has worked since March 2017. Previously, 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 directors of Sutro Biopharma, Inc. (NASDAQ: STRO) since July 2018 and currently serves on the boards of several privately held companies. Dr. Dybbs previously served on the boards of directors of Dimension Therapeutics, Inc., a publicly traded company acquired by Ultragenyx Pharmaceutical Inc. in 2017, 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. |

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

    | SIMEON GEORGE, M.D., M.B.A. | | | Class II Age: 48 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 February 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 also currently serves on the boards of directors of several privately held companies and the following publicly held companies: CRISPR Therapeutics AG (NASDAQ: CRSP) since March 2015 and Design Therapeutics (NASDAQ: DSGN) since February 2020. Dr. George also served on the boards of directors of Principia Biopharma Inc., a publicly traded company acquired by Sanofi in 2020, from February 2011 to September 2020, Progyny, Inc. (NASDAQ: PGNY), a health benefits management company, from May 2012 to October 2019, and Turning Point Therapeutics, Inc., a publicly traded company acquired by Bristol-Myers Squibb 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. |

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

    | 4 | 2025 PROXY STATEMENT | NKARTA, INC. |

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

    | LEONE PATTERSON, M.B.A. | | | Class II Age: 62 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 Executive Vice President and Chief Business and Financial Officer of Zymeworks Inc. (NASDAQ: ZYME), a clinical-stage biotechnology company, where she has worked since September 2024. Previously, Ms. Patterson was Chief Financial and Business Officer of Tenaya Therapeutics, Inc. (NASDAQ: TNYA), a clinical-stage biotechnology company, from June 2021 to August 2024. 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 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 board of directors of Kalaris Therapeutics (NASDAQ: KLRS) since April 2025. Ms. Patterson served on the Oxford Biomedica plc (LSE: OXB) board of directors from April 2023 until December 2024. 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 over 20 years of experience in the biotechnology industry, including her leadership and management experience. |

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

    | NKARTA, INC. | 2025 PROXY STATEMENT | 5 |

  7. All Other Continuing Directors

    All Other Continuing Directors

  8. All Other Continuing Directors

    | PAUL HASTINGS | | | Class I Age: 65 Director Since: 2018 | POSITION AND BUSINESS EXPERIENCE | | | Paul Hastings has served as our Chief Executive Officer and a member of our Board of Directors since February 2018 and previously served as our President from February 2018 until July 2024. Prior to that, Mr. Hastings served as the President, Chief Executive Officer, and Director of OncoMed Pharmaceuticals, Inc. from January 2006 until January 2018, a publicly traded, clinical-stage biopharmaceutical company. 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 Pacira Biosciences, Inc. (NASDAQ: PCX) until January 2025, ViaCyte, Inc., which was acquired by Vertex Pharmaceuticals in 2022, Proteon Therapeutics, Relypsa, Inc., which was acquired by Galenica in 2016, ViaCell, Inc., which was acquired by Perkin Elmer in 2007, and as chairman of the board of directors of Proteolix, Inc., which was acquired by Onyx Pharmaceuticals in 2009. Mr. Hastings currently serves as a director of enGene Holdings Inc. (NASDAQ: ENGN), a clinical-stage biotechnology company focused on developing gene therapies and past Chair and current executive committee member of the Biotechnology Innovation Organization. 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. |

  9. All Other Continuing Directors

    | 6 | 2025 PROXY STATEMENT | NKARTA, INC. |

  10. All Other Continuing Directors

    | ANGELA THEDINGA, M.B.A., M.P.H. | | | Class I Age: 43 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 also served on the Technical Advisory Board for Tenaya Therapeutics, Inc. (NASDAQ: TNYA) from May 2023 to July 2024. 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. |

  11. All Other Continuing Directors

    | GEORGE VRATSANOS, M.D., FACR | | | Class I Age: 61 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | George Vratsanos, M.D., FACR has served on our Board of Directors since June 2024. Dr. Vratsanos has been the President and Chief Executive Officer of Jnana Therapeutics Inc., a privately held clinical-stage biotechnology company, since November 2024, where he joined as Head of Research and Development and Chief Medical Officer in July 2023. Previously, Dr. Vratsanos held several senior leadership roles at Janssen Pharmaceuticals, a pharmaceutical company, including SVP, Translational Science and Medicine, Immunology from September 2018 to July 2023 and Vice President 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. |

  12. All Other Continuing Directors

    | NKARTA, INC. | 2025 PROXY STATEMENT | 7 |

  13. All Other Continuing Directors

    | ALI BEHBAHANI, M.D., M.B.A. | | | Class III Age: 49 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., a venture capital firm, in 2007 and is a Partner and Co-Head of the healthcare team. Dr. Behbahani also currently serves on 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, 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 CVRx, Inc. (NASDAQ: CVRX) from July 2013 to September 2024, Minerva Surgical Inc. (NASDAQ: UTRS) from May 2011 to January 2024, 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 New Enterprise Associates, Inc., 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: 48 Director Since: 2020 | POSITION AND BUSINESS EXPERIENCE | | | Zachary Scheiner, Ph.D. has served on our Board of Directors since February 2020. Dr. Scheiner has been a Principal at RA Capital Management, L.P., a healthcare and biotechnology investment firm, since December 2017, where he joined in April 2015 as an Associate, and became an Analyst in April 2017. Prior to joining RA Capital, Dr. Scheiner was a science officer at the California Institute for Regenerative Medicine, 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 | 2025 PROXY STATEMENT | NKARTA, INC. |

  16. All Other Continuing Directors

    | CORPORATE GOVERNANCE |

  17. Audit Committee

    | * Dr. Azzam’s served on the Audit Committee until the expiration of his term at the 2024 annual meeting, and Ms. Thedinga joined the Audit Committee immediately following the 2024 annual meeting. |

  18. 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 2024, 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 2024 by these executive officers, also referred to as our named executive officers, or “NEOs.”

  19. Summary Compensation Table – Fiscal Years 2023-2024

    Summary Compensation Table – Fiscal Years 2023-2024

  20. Summary Compensation Table – Fiscal Years 2023-2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Paul Hastings Chief Executive Officer | 2024 | 648,446 | — | 510,850 | 2,494,818 | 320,981 | — | 10,350 | 3,985,445 | | | 2023 | 623,506 | — | 359,265 | 1,640,267 | 301,777 | — | 9,900 | 2,934,715 | | Nadir Mahmood, Ph.D.(1) President | 2024 | 226,354 | — | — | 3,001,680 | 101,281 | — | 6,801 | 3,336,117 | | | 2023 | 283,077 | — | 208,875 | 318,293 | — | — | 9,900 | 820,145 | | David Shook, M.D.(2) Chief Medical Officer, Head of Research and Development | 2024 | 489,507 | — | 500,975 | 723,122 | 176,229 | — | 10,350 | 1,900,182 | | | 2023 | 459,800 | — | 208,875 | 669,625 | 161,850 | — | 9,900 | 1,510,050 |

  21. Summary Compensation Table – Fiscal Years 2023-2024

    | (1) Dr. Mahmood, who served as our Chief Financial and Business Officer from October 2020 to June 2023, returned to the Company as our President on July 29, 2024. |

  22. Summary Compensation Table – Fiscal Years 2023-2024

    | (2) Dr. Shook was promoted to Chief Medical Officer, Head of Research and Development, effective July 15, 2024. |

  23. Summary Compensation Table – Fiscal Years 2023-2024

    | (3) 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 2024, filed with the SEC on March 26, 2025, 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. The material terms of each NEO’s 2024 equity incentive awards are discussed under “2024 Equity Grants” below. |

  24. Summary Compensation Table – Fiscal Years 2023-2024

    | (4) Represents amounts earned by our NEOs under our cash incentive program for fiscal year 2024 or 2023, as the case may be, based on achievement of certain financial and operational performance objectives established by our Board of Directors. |

  25. Summary Compensation Table – Fiscal Years 2023-2024

    | (5) Represents Company contributions to the NEO’s account under our 401(k) plan. |

  26. Summary Compensation Table – Fiscal Years 2023-2024

    | 22 | 2025 PROXY STATEMENT | NKARTA, INC. |

  27. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table provides information regarding outstanding stock options and stock unit awards held by each of our NEOs as of December 31, 2024, 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.

  28. Outstanding Equity Awards as of December 31, 2024

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(19) | | Paul Hastings | 339,639 | 0 | 3.89 | 09/05/2029 | — | — | | | 365,675 | 0 | 3.89 | 09/05/2029 | | | | | 202,400 | 0 | 18.00 | 07/08/2030 | | | | | 154,218 | 3,282(1) | 54.89 | 01/07/2031 | — | — | | | 183,094 | 68,006(2) | 12.14 | 01/13/2032 | — | — | | | 75,000 | 45,000(3) | 12.25 | 06/16/2032 | — | — | | | 185,198 | 201,302(4) | 5.57 | 01/12/2033 | — | — | | | 116,760 | 392,740(5) | 6.01 | 01/03/2034 | — | — | | | — | — | — | — | 20,950(6) | 52,166 | | | — | — | — | — | 9,750(7) | 24,278 | | | — | — | — | — | 48,375(8) | 120,454 | | | — | — | — | — | 85,000(9) | 211,650 | | Nadir Mahmood | 0 | 550,000(10) | 6.69 | 07/28/2034 | — | — | | David Shook | 13,300 | 0 | 18.00 | 07/08/2030 | | | | | 4,300 | 0 | 18.00 | 07/08/2030 | | | | | 4,800 | 0 | 18.00 | 07/08/2030 | | | | | 4,582 | 98(1) | 54.89 | 01/07/2031 | — | — | | | 137 | 13(11) | 31.85 | 04/29/2031 | — | — | | | 2,414 | 896(2) | 12.14 | 01/13/2032 | — | — | | | 3,333 | 1,667(12) | 18.44 | 04/28/2032 | — | — | | | 4,521 | 2,479(13) | 13.86 | 05/15/2032 | — | — | | | 21,875 | 13,125(3) | 12.25 | 06/16/2032 | — | — | | | 17,500 | 12,500(14) | 16.46 | 08/19/2032 | — | — | | | 35,938 | 39,062(4) | 5.57 | 01/12/2033 | — | — | | | 73,667 | 134,333(15) | 2.19 | 06/30/2033 | — | — | | | 25,781 | 86,719(5) | 6.01 | 01/03/2034 | — | — | | | 3,125 | 26,875(16) | 7.02 | 07/14/2034 | — | — | | | — | — | — | — | 830(6) | 2,067 | | | — | — | — | — | 2,500(7) | 6,225 | | | — | — | — | — | 7,500(17) | 18,675 | | | — | — | — | — | 28,125(8) | 70,031 | | | — | — | — | — | 56,000(9) | 139,440 | | | — | — | — | — | 23,421(18) | 58,318 |

  29. Outstanding Equity Awards as of December 31, 2024

    | (1) These options were granted January 8, 2021 and vest in 48 equal monthly installments from February 8, 2021 through January 8, 2025. |

  30. Outstanding Equity Awards as of December 31, 2024

    | (2) These options were granted January 14, 2022 and vest in 48 equal monthly installments from February 14, 2022 through January 14, 2026. |

  31. Outstanding Equity Awards as of December 31, 2024

    | (3) These options were granted June 17, 2022 and vest in 48 equal monthly installments from July 17, 2022 through June 17, 2026. |

  32. Outstanding Equity Awards as of December 31, 2024

    | (4) These options were granted January 13, 2023 and vest in 48 equal monthly installments from February 14, 2023 through January 14, 2027. |

  33. Outstanding Equity Awards as of December 31, 2024

    | NKARTA, INC. | 2025 PROXY STATEMENT | 23 |

  34. Outstanding Equity Awards as of December 31, 2024

    | (5) These options were granted January 4, 2024 and vest in 48 equal monthly installments from February 14, 2024 through January 14, 2028. |

  35. Outstanding Equity Awards as of December 31, 2024

    | (6) These RSUs were granted January 14, 2022 and vest in four equal annual installments from January 14, 2023 through January 14, 2026. |

  36. Outstanding Equity Awards as of December 31, 2024

    | (7) These RSUs were granted June 17, 2022 and vest in four equal annual installments from June 17, 2023 through June 17, 2026. |

  37. Outstanding Equity Awards as of December 31, 2024

    | (8) These RSUs were granted January 13, 2023 and vest in four equal annual installments from January 14, 2024 through January 14, 2027. |

  38. Outstanding Equity Awards as of December 31, 2024

    | (9) These RSUs were granted January 4, 2024 and vest in four equal annual installments from January 14, 2025 through January 14, 2028. |

  39. Outstanding Equity Awards as of December 31, 2024

    | (10) These options were granted July 29, 2024 and vest 25% on July 29, 2025. The remainder vest in 36 equal monthly installments from August 29, 2025 through July 29, 2028. |

  40. Outstanding Equity Awards as of December 31, 2024

    | (11) 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, 2024

    | (12) 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, 2024

    | (13) 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, 2024

    | (14) 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, 2024

    | (15) 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, 2024

    | (16) These options were granted July 15, 2024 and vest in 48 equal monthly installments from August 15, 2024 through July 15, 2028. |

  46. Outstanding Equity Awards as of December 31, 2024

    | (17) These RSUs were granted August 20, 2022 and vest in four equal annual installments from August 20, 2023 through August 20, 2026. |

  47. Outstanding Equity Awards as of December 31, 2024

    | (18) These RSUs were granted July 15, 2024 and vest in four equal annual installments from August 20, 2025 through August 20, 2028. |

  48. Outstanding Equity Awards as of December 31, 2024

    | (19) 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 31, 2024, the last trading day of our fiscal year. |

  49. Outstanding Equity Awards as of December 31, 2024

    | 24 | 2025 PROXY STATEMENT | NKARTA, INC. |

  50. Defined Contribution Plans

    | DIRECTOR COMPENSATION |

  51. 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.

  52. Director Compensation Table - Fiscal Year 2024

    Director Compensation Table - Fiscal Year 2024 The following table sets forth the total compensation paid to our non-employee directors for their service on our Board of Directors during fiscal year 2024. Mr. Hastings, who is employed by us, does not receive any additional compensation for his service on the Board.

  53. Director Compensation Table - Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Ali Behbahani, M.D., M.B.A. | 85,774 | — | 119,104 | — | 204,878 | | Fouad Azzam, Ph.D., M.B.A.(1) | 21,414 | — | — | — | 21,414 | | Michael Dybbs, Ph.D. | 55,999 | — | 119,104 | — | 175,103 | | Simeon George, M.D., M.B.A. | 45,138 | — | 119,104 | — | 164,242 | | Leone Patterson, M.B.A. | 55,000 | — | 119,104 | — | 174,104 | | Zach Scheiner, Ph.D. | 45,723 | — | 119,104 | — | 164,827 | | Angela Thedinga, M.B.A., M.P.H. | 52,449 | — | 119,104 | — | 171,553 | | George Vratsanos, M.D., FACR(2) | 25,249 | — | 243,135 | — | 268,384 |

  54. Director Compensation Table - Fiscal Year 2024

    | (1) Dr. Azzam’s term as a member of our Board of Directors expired on June 13, 2024 (the date of our 2024 annual meeting) and he did not stand for re-election. |

  55. Director Compensation Table - Fiscal Year 2024

    | (2) Dr. Vratsanos was elected to our Board of Directors on June 13, 2024. |

  56. Director Compensation Table - Fiscal Year 2024

    | (3) Represents the aggregate grant date fair value of stock options awarded to the non-employee director in 2024. On June 13, 2024, 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 $119,104, except for Dr. Vratsanos, who in connection with his election to our Board of Directors, was instead granted an option on June 13, 2024 to acquire 45,000 shares of Company common stock and such award had an aggregate grant date fair value of $243,135. |

  57. Director Compensation Table - Fiscal Year 2024

    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 2024, filed with the SEC on March 26, 2025. 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.

  58. Director Compensation Table - Fiscal Year 2024

    | (4) 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, 2024 were as set forth below. No non-employee director held any other Company equity awards as of that date. |

  59. Director Compensation Table - Fiscal Year 2024

    | Director | Number of Outstanding Stock Options as of 12/31/24 | | Ali Behbahani, M.D., M.B.A. | 88,211 | | Fouad Azzam, Ph.D., M.B.A. | 0 | | Michael Dybbs, Ph.D. | 88,211 | | Simeon George, M.D., M.B.A. | 88,211 | | Leone Patterson, M.B.A. | 136,240 | | Zach Scheiner, Ph.D. | 88,211 | | Angela Thedinga, M.B.A., M.P.H. | 80,218 | | George Vratsanos, M.D., FACR | 45,000 |

  60. Director Compensation Table - Fiscal Year 2024

    | NKARTA, INC. | 2025 PROXY STATEMENT | 31 |

  61. Director Compensation Table - Fiscal Year 2024

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  62. Director Compensation Table - Fiscal Year 2024

    The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of April 10, 2025 unless otherwise indicated, by:

  63. Director Compensation Table - Fiscal Year 2024

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

  64. Director Compensation Table - Fiscal Year 2024

    | • | each of our directors; |

  65. Director Compensation Table - Fiscal Year 2024

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

  66. Director Compensation Table - Fiscal Year 2024

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

  67. Director Compensation Table - Fiscal Year 2024

    The information below is based on 70,957,554 shares of our common stock outstanding as of April 10, 2025 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 10, 2025 and RSUs that will vest within 60 days of April 10, 2025. 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 the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated, the address for each person or entity identified in the following table is 1150 Veterans Boulevard, South San Francisco, CA 94080.

  68. Director Compensation Table - Fiscal Year 2024

    | 32 | 2025 PROXY STATEMENT | NKARTA, INC. |

  69. Director Compensation Table - Fiscal Year 2024

    | | Amount of Beneficial Ownership | % of Class | | >5% Stockholders | | | | Entities affiliated with RA Capital(1) | 13,893,371 | 18.8% | | Tang Capital Management(2) | 7,014,100 | 9.5% | | BlackRock Inc.(3) | 4,222,504 | 5.7% | | Citadel Advisors LLC(4) | 3,819,867 | 5.2% | | Samsara BioCapital, L.P.(5) | 3,768,035 | 5.1% | | Named Executive Officers and Directors | | | | Paul Hastings(6) | 1,913,514 | 2.6% | | Nadir Mahmood(7) | 41,668 | * | | David Shook(8) | 319,566 | * | | Ali Behbahani(9) | 88,211 | * | | Michael Dybbs(10) | 88,211 | * | | Simeon George(11) | 3,421,544 | 4.6% | | Leone Patterson(12) | 136,240 | * | | Zachary Scheiner(13) | 88,211 | * | | Angela Thedinga(14) | 80,218 | * | | George Vratsanos(15) | 45,000 | * | | All executive officers and directors as a group (10 persons total)(16) | 6,222,383 | 8.4% |

  70. Director Compensation Table - Fiscal Year 2024

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

  71. Director Compensation Table - Fiscal Year 2024

    | (1) Based on the Schedule 13D/A as of March 27, 2024, 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, and updated for information of which the Company is aware, consists of 10,050,818 shares held by the Fund, 754,311 shares held by RA Capital Nexus Fund, L.P. (the “Nexus Fund”), 3,000,031 shares of common stock issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”), which were immediately exercisable in full as of the date of the Schedule 13D/A, and 88,211 vested stock options (right to buy) held by Dr. Zachary Scheiner for the benefit of RA Capital which are exercisable within 60 days of April 10, 2025. 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. |

  72. Director Compensation Table - Fiscal Year 2024

    | (2) Based on the Schedule 13G filed with the SEC on January 27, 2025 by Tang Capital Management, LLC (“TCM”), Mr. Kevin Tang, Tang Capital Partners, LP (“TCP”), Tang Capital Partners International, LP (“TCPI”), Tang Capital Partners III, Inc. (“TCP III”), and Tang Capital Partners IV, Inc. (“TCP IV”), which reported that as of January 17, 2025, TCM, Mr. Tang, TCP, and TCPI had shared voting and dispositive power over 7,014,100 shares of our common stock. The address of TCM, Mr. Tang, TCP and TCPI is 4747 Executive Drive, Suite 210, San Diego, California 92121. The address of TCP III and TCP IV is 5955 Edmond Street, Las Vegas, Nevada 89118. |

  73. Director Compensation Table - Fiscal Year 2024

    | (3) Based on the Schedule 13G filed with the SEC on November 8, 2024 by BlackRock, Inc. (“BlackRock”), which reported that, as of November 8, 2024, BlackRock had sole voting power over 4,101,298 shares of our common stock and sole dispositive power over 4,222,504 shares of our common stock. The address of BlackRock is 50 Hudson Yards, New York, New York 10001. |

  74. Director Compensation Table - Fiscal Year 2024

    | NKARTA, INC. | 2025 PROXY STATEMENT | 33 |

  75. Director Compensation Table - Fiscal Year 2024

    | (4) Based on the Schedule 13G as of December 6, 2024 filed with the SEC on December 13, 2024 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin with respect to the shares of our common stock owned by Citadel Multi-Strategy Equities Master Fund Ltd. (“CM”), Citadel Securities and CRBU Holdings LLC (“CRBH”). Citadel Securities has shared voting and dispositive power over 33,131 shares of our common stock. CALC4 and CSGP have shared voting and dispositive power over 659,086 shares of our common stock. Mr. Griffin has shared voting and dispositive power over 3,819,867 shares of our common stock. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities and CRBH. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Citadel Advisors, CAH, and CGP have shared voting and dispositive power over 3,160,781 shares of our common stock. The address of each of Citadel Advisors, CAH, CGP, Citadel Securities, CALC4, CSGP and Mr. Griffin is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131. |

  76. Director Compensation Table - Fiscal Year 2024

    | (5) Based on the Schedule 13D/A filed with the SEC on March 29, 2024 by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP LLC (“Samsara GP”), and Dr. Srinivas Akkaraju, which reported that, as of March 27, 2024, 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. |

  77. Director Compensation Table - Fiscal Year 2024

    | (6) Consists of 109,134 shares of our common stock and 1,804,380 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. |

  78. Director Compensation Table - Fiscal Year 2024

    | (7) Consists of 31,376 shares of our common stock and 10,292 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. |

  79. Director Compensation Table - Fiscal Year 2024

    | (8) Consists of 37,369 shares of our common stock and 282,197 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. |

  80. Director Compensation Table - Fiscal Year 2024

    | (9) Consists of 88,211 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. |

  81. Director Compensation Table - Fiscal Year 2024

    | (10) Consists of 88,211 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. 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 5 above. |

  82. Director Compensation Table - Fiscal Year 2024

    | (11) Consists of 88,211 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. As reported on the Form 4 filed with the SEC on March 28, 2024 by Dr. George, also consists of 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 Co-Invest X, LLC (“Co-Invest X”), as reported on the Form 4 filed by Simeon George of March 28, 2024. 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 Member 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. |

  83. Director Compensation Table - Fiscal Year 2024

    | (12) Consists of 136,240 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. |

  84. Director Compensation Table - Fiscal Year 2024

    | 34 | 2025 PROXY STATEMENT | NKARTA, INC. |

  85. Director Compensation Table - Fiscal Year 2024

    | (13) Consists of 88,211 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. 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. |

  86. Director Compensation Table - Fiscal Year 2024

    | (14) Consists of 80,218 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. |

  87. Director Compensation Table - Fiscal Year 2024

    | (15) Consists of 45,000 shares issuable pursuant to outstanding options to purchase our common stock which are exercisable within 60 days of April 10, 2025. |

  88. Director Compensation Table - Fiscal Year 2024

    | (16) Consists of 3,511,212 shares of our common stock and 2,711,171 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 10, 2025. |