DEF 14A of Vera Therapeutics, Inc., Apr 9, 2026

DEF 14A of Vera Therapeutics, Inc.

Filed Apr 9, 2026 · FY20250001140361-26-014002

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is divided into three classes, with only one class of directors being elected in each year and each class (Class I, Class II and Class III) serving a three-year term. Each Class I director has a term that expires at the Company’s 2028 annual meeting of stockholders, each Class II director has a term that expires at this Annual Meeting and each Class III director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. The Board currently has eleven members. There are four directors in the class whose term of office expires in 2026: Michael Morrissey, Ph.D., Patrick Enright, Maha Katabi, Ph.D., and James R. Meyers. Dr. Katabi’s term as a director will conclude at the Annual Meeting, at which time the authorized size of the Board will automatically be reduced to ten members.

  2. ELECTION OF DIRECTORS

    | Director Name | Age | Term Expires | Class | Position(s) Held | Director Since | | Michael M. Morrissey, Ph.D. | 65 | 2026 | II | Director, Chair | 2022 | | Patrick G. Enright | 64 | 2026 | II | Director | 2020 | | James R. Meyers | 61 | 2026 | II | Director | 2025 | | Maha Katabi, Ph.D. | 52 | 2026 | II | Director | 2020 | | Andrew Cheng, M.D., Ph.D. | 59 | 2027 | III | Director | 2017 | | Christopher Hite | 59 | 2027 | III | Director | 2026 | | Scott Morrison | 68 | 2027 | III | Director | 2020 | | Christy Oliger | 56 | 2027 | III | Director | 2024 | | Marshall Fordyce, M.D. | 52 | 2028 | I | Director, President and Chief Executive Officer | 2016 | | Kimball Hall | 60 | 2028 | I | Director | 2021 | | Beth Seidenberg, M.D. | 69 | 2028 | I | Director | 2016 |

  3. ELECTION OF DIRECTORS

    Each director nominee is currently a director of the Company and, in the case of Dr. Morrissey and Mr. Enright, was previously elected by the stockholders. Mr. Meyers was appointed to the Board in November 2025 and his candidacy was recommended by another director of the Company – no fees were paid to any third party to identify, evaluate or assist in identifying or evaluating Mr. Meyers as a nominee. If elected at the Annual Meeting, each of these three nominees would serve until the Company’s 2029 annual meeting of stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should continue to serve on the Board. However, each of the members of the Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. The following is a brief biography as of the Record Date of each nominee and each director whose term will continue after the Annual Meeting.

  4. Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

    Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders Michael M. Morrissey, Ph.D. Dr. Morrissey has served as a director and as President and Chief Executive Officer of Exelixis, Inc. (Nasdaq: EXEL) since July 2010. Dr. Morrissey has held positions of increasing responsibility at Exelixis since he joined the company in February 2000, including serving as President of Research and Development from January 2007 until July 2010. From 1991 to 2000, Dr. Morrissey held several positions at Berlex Biosciences, Inc., last holding the position of Vice President, Discovery Research. Earlier in his career, Dr. Morrissey served as a Senior Scientist and Project Team Leader in Medicinal Chemistry at CIBA-Geigy Corporation. Dr. Morrissey served as a member of the board of directors of XWPharma Ltd., a privately held, clinical-stage biopharmaceutical company dedicated to the discovery and development of novel therapeutics, from December 2020 to April 2023 and CERo Therapeutics, Inc. (Nasdaq: CERO), a biopharmaceutical company, from January 2022 to November 2022. He is the author of numerous scientific publications in medicinal chemistry and drug discovery and an inventor on 70 issued U.S. patents and 25 additional published U.S. patent applications. Dr. Morrissey holds a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University. Our Board and Nominating Committee believe that Dr. Morrissey is qualified to serve as a member of our Board due to his extensive experience in clinical development and as a biopharmaceutical executive. Patrick G. Enright. Mr. Enright co-founded Longitude Capital Management Co., LLC, a healthcare venture capital firm, where he has served as a Managing Director since 2006. Previously, Mr. Enright was a Managing Director of Pequot Ventures, the venture capital arm of Pequot Capital Management, Inc., where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including serving in senior executive positions at Valentis, Inc., Boehringer Mannheim Pharmaceuticals Corp. (acquired by Roche Holding Ltd.) (together with its affiliates, “Roche”) and Sandoz, Inc. (now Sandoz Group AG). Mr. Enright has served on the board of directors of Jazz Pharmaceuticals PLC (Nasdaq: JAZZ), a public biopharmaceutical company, since July 2009, BioAge Labs, Inc. (Nasdaq: BIOA), a biopharmaceutical company, since February 2024 and Zenas Biopharma, Inc. (Nasdaq: ZBIO), a biopharmaceutical company, since November 2022, as well as several private biopharmaceutical companies. Mr. Enright also served on the board of directors of the National Venture Capital Association (NVCA). Mr. Enright previously served on the board of directors of over twenty companies, including Aptinyx Inc. (Nasdaq: APTX), a biotechnology company, from May 2016 to November 2022. Mr. Enright received a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. Our Board and Nominating Committee believe that Mr. Enright is qualified to serve on our Board due to his experience serving on the board of directors of clinical-stage biotechnology companies and his investment experience in the life sciences industry. James R. Meyers. Mr. Meyers has over thirty years of commercial leadership experience in the biopharmaceutical industry. Mr. Meyers currently serves as a Senior Advisor to the Boston Consulting Group, Inc. where he advises several major biopharmaceutical companies. From November 2020 to May 2024, Mr. Meyers served as President and Chief Executive Officer of IntraBio Ltd., a privately-held biopharmaceutical company. Previously, Mr. Meyers held positions of increasing responsibility at Gilead Sciences, Inc. (Nasdaq: GILD), (“Gilead”), a biotechnology company, from 1996 to December 2021, most recently serving as a Senior Advisor and previously serving as Executive Vice President of Worldwide Commercial Operations from November 2016 to February 2018, where he was responsible for global commercialization activities, including pricing and market access in North America, Europe, Middle East, Australia, and Japan. During his tenure at Gilead, Mr. Meyers oversaw or led some of the most important and successful product launches in the history of the biopharmaceutical industry. Prior to Gilead, Mr. Meyers held positions of increasing responsibility with AstraZeneca PLC (Nasdaq: AZN) (“AstraZeneca”). Mr. Meyers currently serves on the board of directors of two biopharmaceutical companies, Sangamo Therapeutics, Inc. (Nasdaq: SGMO) and CytomX Therapeutics, Inc. (Nasdaq: CTMX), as well as certain private biotech companies. Mr. Meyers previously served on the board of Arbutus Biopharma Corporation (Nasdaq: ABUS) (“Arbutus”), a biopharmaceutical company, from October 2018 to February 2025. Mr. Meyers received his B.S. in Economics from Boston College. Our Board and Nominating Committee believe that Mr. Meyers is qualified to serve on our Board due to his extensive experience in the biopharmaceutical industry and experience serving on the board of directors of other public biopharmaceutical companies. A VOTE IN FAVOR OF EACH NAMED NOMINEE.

  5. Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders Andrew Cheng, M.D., Ph.D. Dr. Cheng currently serves as the chairman of the board of directors of the privately held biotechnology company, Expedition Therapeutics Inc. Dr. Cheng served as the President and Chief Executive Officer, as well as a director, of Akero Therapeutics, Inc. (Nasdaq: AKRO), a biotechnology company, from September 2018 until its acquisition by Novo Nordisk A/S, a biopharmaceutical company, in December 2025. Dr. Cheng also served as non-executive director for MorphoSys AG (Nasdaq: MOR), a biopharmaceutical company, from May 2022 until its acquisition in February 2024 by Novartis AG. From August 2019 to May 2022, Dr. Cheng served as a non-executive director for Arbutus. Before joining Akero, Dr. Cheng was at Gilead as Chief Medical Officer from March 2018 to September 2018, Executive Vice President from February 2015 to September 2018, and Senior Vice President from February 2009 to February 2015. From April 2018 to November 2018, Dr. Cheng served on the board of directors of Syntimmune, Inc., a biotechnology company, which was acquired by Alexion Pharmaceuticals, Inc (now a subsidiary of AstraZeneca). Dr. Cheng holds a B.A. in biology from the Johns Hopkins University and an M.D. and Ph.D. in cellular and molecular biology from Columbia University College of Physicians and Surgeons. He completed his internal medicine residency at UCLA and was board certified in internal medicine. Our Board and Nominating Committee believe that Dr. Cheng is qualified to serve as a member of our Board due to his extensive experience in clinical development across multiple therapeutic areas. Christopher Hite. Mr. Hite currently serves as Chairman, Partnering and Investments of Royalty Pharma plc (Nasdaq: RPRX), a biopharmaceutical company, a position he has held since March 2026. Prior to such time, Mr. Hite served as Executive Vice President and Vice Chairman of Royalty Pharma plc since March 2020. Previously, Mr. Hite was Vice Chairman and Global Head of Healthcare at Citigroup Inc. (NYSE: C) (“Citi”), where he worked from 2008 to 2020. Prior to joining Citi, Mr. Hite was the Global Head of Healthcare Investment Banking at Lehman Brothers Holdings Inc. Mr. Hite serves on the Board of Trustees at Lehigh University, the Board of Directors of Kailera Therapeutics, Inc. and served on the Board of Directors of Acceleron Pharma, Inc. (Nasdaq: XLRN), a biopharmaceutical company, until its acquisition by Merck in November 2021. Mr. Hite has a B.S. from Lehigh University and a J.D. and M.B.A from the University of Pittsburgh. Our Board and Nominating Committee believe that Mr. Hite is qualified to serve as a member of our Board due to his extensive experience in the pharmaceutical and biotechnology sectors. Scott Morrison. From 1996 to December 2015, Mr. Morrison was a partner with Ernst & Young LLP, a public accounting firm, where he also served as U.S. Life Sciences Leader from 2002 to December 2015. Mr. Morrison currently serves on multiple public company boards, including Corvus Pharmaceuticals Inc. (Nasdaq: CRVS), a biopharmaceutical company, since December 2015, IDEAYA Biosciences, Inc. (Nasdaq: IDYA), a biotechnology company, since July 2018, Zai Lab Limited (Nasdaq: ZLAB), a biotechnology company, since October 2021, and Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS), a biotechnology company, since October 2022. Mr. Morrison previously served on the boards of Global Blood Therapeutics, Inc. (Nasdaq: GBT), a biopharmaceutical company, from December 2015 through its sale to Pfizer Inc. (NYSE: PFE), a biopharmaceutical company, on October 4, 2022, Audentes Therapeutics, Inc. (Nasdaq: BOLD), a biotechnology company, from January 2016 through its sale to Astellas Pharma Inc. in January 2020, and Escape Bio, Inc., a biotechnology company, from July 2020 to November 2022. Mr. Morrison has also held roles on the boards of directors of numerous other life sciences industry organizations. Mr. Morrison has previously served on the boards of directors of the Life Sciences Foundation, the California Life Sciences Association, the Biotech Institute and the Emerging Companies Section of the Biotechnology Innovation Organization. He holds a B.S. in Business Administration from the University of California, Berkeley and is a certified public accountant (inactive). Our Board and Nominating Committee believe that Mr. Morrison’s 45 years of experience serving life sciences companies and in public accounting as well as many years of governance experience qualifies him to serve on our Board. Christy Oliger. Ms. Oliger currently serves on multiple public company boards, including Karyopharm Therapeutics Inc. (Nasdaq: KPTI), a biopharmaceutical company, since August 2020, Replimune Group, Inc. (Nasdaq: REPL), a biotechnology company, since December 2021, and Nuvalent, Inc. (Nasdaq: NUVL), a biopharmaceutical company, since June 2025. She previously served on the boards of LAVA Therapeutics N.V. (Nasdaq: LVTX), a biopharmaceutical company, from March 2023 until its acquisition by XOMA Royalty Corporation (Nasdaq: XOMA), a biotech royalty aggregator, in November 2025, Sierra Oncology, Inc. (Nasdaq: SRRA) (“Sierra Oncology”), a biopharmaceutical company from June 2021 until its acquisition by GSK plc (NYSE: GSK) (“GSK”), a biotechnology company, in July 2022, Reata Pharmaceuticals, Inc. (Nasdaq: RETA) from April 2021 until its acquisition by Biogen, Inc. (Nasdaq: BIIB), a biopharmaceutical company, in June 2023, and RayzeBio, Inc. (Nasdaq: RYZB), a biopharmaceutical company, from August 2023 until its acquisition by Bristol Myers Squibb in February 2024. In her most recent operational role, Ms. Oliger served as Genentech’s Senior Vice President, Oncology Business Unit Head from 2017 to 2020. During her 20-year tenure at Genentech, she held senior commercial leadership roles across a variety of therapeutic areas, including oncology, neurology, rare disease, respiratory, dermatology, and immunology. In addition, while at Genentech Ms. Oliger held senior R&D roles, including leading the Roche global portfolio management function. Ms. Oliger holds a Bachelor of Arts in Economics from the University of California at Santa Barbara. Our Board and Nominating Committee believe that Ms. Oliger’s experience serving life sciences companies as an executive and as a director qualifies her to serve on our Board.

  6. Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders Marshall Fordyce, M.D. Dr. Fordyce is our founder and has served as our President and Chief Executive Officer and as a member of our Board since May 2016. From April 2011 to July 2016, Dr. Fordyce held a number of senior leadership roles at Gilead, including Director of Clinical Research and Senior Director of Clinical Research, where he was responsible for leading teams in clinical translation, development and commercialization of new treatments. In April 2012, Dr. Fordyce joined the Albert and Mary Lasker Foundation, a foundation supporting biomedical research, as a non-executive director and continues in that role. Dr. Fordyce received a B.A. in medical anthropology from Harvard University and an M.D. from Harvard Medical School. Our Board and Nominating Committee believe that Dr. Fordyce is qualified to serve on our Board due to his extensive experience in the biotechnology industry in senior leadership roles, as well as the perspective and experience he brings as our President and Chief Executive Officer. Kimball Hall. Ms. Hall served as Chief Executive Officer of Biovire, Inc., a pharmaceutical manufacturing company, from March 2025 to August 2025. Ms. Hall served as President and Chief Executive Officer of Innocoll Holdings Ltd., a pharmaceutical company, from January 2023 until March 2025. From December 2020 to January 2023, Ms. Hall served as President and Chief Operating Officer of Abzena Holdings (US), LLC, a privately owned contract development and manufacturing organization. She also served as a member of Abzena’s board of directors and first joined as Chief Operating Officer in October 2019. Since January 2016, prior to joining Abzena, Ms. Hall held several executive positions at Genentech, Inc. (“Genentech”), now a member of the Roche family. She served as a member of the Genentech Executive Committee and was Senior Vice President, Global Head of Drug Substance Manufacturing. Prior to joining Genentech, Ms. Hall spent 16 years at Amgen, a biotechnology company. Ms. Hall received a B.S. in microbiology from the University of Washington. Our Board and Nominating Committee believe that Ms. Hall is qualified to serve on our Board given her extensive experience as an executive in the pharmaceutical and biotechnology sectors. Beth Seidenberg, M.D. Dr. Seidenberg is a founding Managing Director of Westlake BioPartners, a venture capital firm, a position she has held since September 2018. Dr. Seidenberg has served as Managing Member of certain venture capital funds advised by Kleiner Perkins Caufield and Byers, LLC, a venture capital firm, since May 2005, where she primarily focuses on life sciences investing. Prior to joining Kleiner Perkins, Dr. Seidenberg was the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen Inc. (Nasdaq: AMGN) (“Amgen”), a biotechnology company. In addition, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company (NYSE: BMY) (“Bristol Meyers Squibb”), a biopharmaceutical company, and Merck & Co., Inc. (NYSE: MRK) (“Merck”). Dr. Seidenberg has served on the board of directors of Sagimet Biosciences (Nasdaq: SGMT), a biotechnology company, since April 2007, Kyverna Therapeutics, Inc. (Nasdaq: KYTX), a biopharmaceutical company, since September 2018 and several privately held life sciences companies. Dr. Seidenberg served on the board of directors of ACELYRIN, INC. (Nasdaq: SLRN), a biopharmaceutical company, from October 2020 to May 2025, Atara Biotherapeutics, Inc. (Nasdaq: ATRA), a biopharmaceutical company from August 2012 to June 2023, and Progyny, Inc (Nasdaq: PGNY), a fertility benefit management company, from May 2010 to November 2024. Dr. Seidenberg received a B.A. from Barnard College and an M.D. from the University of Miami School of Medicine and completed her post-graduate training at the Johns Hopkins University, George Washington University and the National Institutes of Health. Our Board and Nominating Committee believe that Dr. Seidenberg is qualified to serve on our Board because of her extensive experience in the life sciences industry as a senior executive and venture capitalist, as well as her training as a physician.

  7. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  8. Marshall Fordyce, M.D. Biographical information regarding Dr. Fordyce is set forth under “Proposal 1: Election of Directors.”

    Marshall Fordyce, M.D. Biographical information regarding Dr. Fordyce is set forth under “Proposal 1: Election of Directors.” Robert Brenner, M.D. has served as our Chief Medical Officer since January 2024. He previously served as co-founder and Chief Executive Officer at Cru Bio, a biopharmaceutical company dedicated to developing innovative therapies to address kidney and related diseases, from August 2022 to December 2023. From February 2020 to February 2022, Dr. Brenner worked in healthcare venture capital for 6 Dimensions Capital Limited and he has participated in the incubation and launch of new kidney disease treatment companies in both the United States and China. Prior to joining 6 Dimensions Capital, Dr. Brenner served as CMO at Orionis Biosciences, LLC, a biotechnology company, from December 2015 to September 2018 and EVP of Research and Development at Codiak Biosciences, Inc., a biotechnology company, from September 2018 to March 2019. Dr. Brenner received his B.A. from Johns Hopkins University and his M.D. from Albert Einstein College of Medicine. He completed his medical residency at Brigham and Women’s Hospital and his nephrology fellowship at Stanford University Medical Center. Sean Grant has served as our Chief Financial Officer since July 2021. Mr. Grant previously served as Vice President of Corporate Strategy and Business Development for CareDx, Inc. (“CareDx”), a biotechnology company, from May 2020 to June 2021. His responsibilities included leading mergers and acquisitions, venture investments and partnerships across diagnostics and therapeutics. Prior to joining CareDx, Mr. Grant served as Vice President in the Investment Banking Healthcare Division at Citi Global Capital Markets from July 2015 to March 2020. At Citi, Mr. Grant specialized in public and private capital raising as well as mergers and acquisitions for leading life science companies. Mr. Grant received a B.A. in Government and International Politics from George Mason University and an M.B.A. from the Johns Hopkins University Carey Business School. David Johnson has served as our Chief Operating Officer since July 2024. He previously served as Chief Commercial Officer of Global Blood Therapeutics, Inc., a position he held from March 2018 to December 2022, where he led the global commercial functions and facilitated the launch of Oxbryta® in 2019. Previously, Mr. Johnson was employed by Gilead from 2003 to 2018, where he held roles of increasing responsibility in the company’s commercial organization, including as Vice President, Sales and Marketing, Liver Disease Business Unit, where he was instrumental in building and leading Gilead’s liver disease franchise, including launching four medicines for hepatitis. Prior to that, Mr. Johnson led the Antiviral Business Unit at Gilead, where he helped launch and oversee the HIV franchise. Before Gilead, he had an eleven-year tenure at GSK where he held various positions in sales, product marketing, business development, global commercial strategy, and portfolio development. Mr. Johnson has served on the board of Caribou Biosciences, Inc. (Nasdaq: CRBU), a biopharmaceutical company, since May 2022. Mr. Johnson received his B.A. in Business Marketing from the University of Puget Sound and his M.B.A. from the Kenan-Flagler Business School at the University of North Carolina. William Turner has served as our Chief Regulatory Officer since January 2025 and prior to that time served as our Chief Development Officer since January 2024. He previously served as Chief Regulatory and Technical Operations Officer at Sierra Oncology, Inc. from August 2020 to March 2023. Mr. Turner has also served as a Principal Consultant for BiopharmBridge, LLC, a biotechnology company, since April 2020. Mr. Turner held roles of increasing responsibility at Aimmune Therapeutics Inc., a biopharmaceutical company, from January 2016 to April 2020, most recently serving as Senior Vice President of Technical Operations and Regulatory Sciences from July 2018 to April 2020. From July 2013 to January 2016, Mr. Turner served as Principal Consultant at Turner Regulatory Solutions, LLC, a regulatory consulting firm. Mr. Turner holds a B.S. in Medical Microbiology with a minor in Chemistry from California State University at Long Beach. Matt Skelton has served as our Chief Commercial Officer since January 2026 and, prior to that, as our Executive Vice President, Commercial, since October 2024. Since September 2015, Mr. Skelton served in positions of increasing seniority at Seagen, Inc., a biotechnology company, and most recently as Senior Vice President, Global Brand Strategy from February 2021 until February 2024. Prior to Seagen, Mr. Skelton held senior roles at Amgen, overseeing marketing and sales teams, and leading major product launches. He started his career at Eli Lilly and Company as a sales representative and currently sits on the board of directors of the Dempsey Center, a nonprofit cancer support organization. Matt holds a B.A. in Political Science from DePauw University. Jane Wright-Mitchell has served as our Chief Legal Officer and Secretary since March 2026. From September 2021 to March 2026, she served as a fractional general counsel supporting public and private companies in the life sciences industry through Lecar Life Sciences, Inc. (formerly known as Lecar Sciences, LLC), a consulting firm. Ms. Wright-Mitchell was previously the General Counsel, Chief Compliance Officer and Corporate Secretary at Vaxcyte, Inc, a publicly traded, pre-clinical stage vaccine company from January 2019 to September 2021. Prior to that role, she served as the Chief Legal Officer and Corporate Secretary of Steep Hill, Inc., and previously as Chief Legal and Compliance Officer as well as Corporate Secretary for AcelRx Pharmaceuticals, Inc, a public pharmaceutical company. Earlier in her career, Ms. Wright-Mitchell served in legal roles of increasing responsibility at Mesoblast, Actelion, Purdue Pharma, and Neurogesx. Ms. Wright-Mitchell holds a B.S. in Biological Sciences from Clemson University, a Pharm.D. from the University of Illinois, Chicago and a J.D. from Chicago Kent College of Law. She is a registered pharmacist as well as registered to practice before the United States Patent and Trademark Office.

  9. Executive Summary

    Executive Summary Our executive compensation practices are designed to attract and retain experienced leaders, motivate achievement of our clinical and operational priorities, and align pay with the creation of long-term stockholder value. For 2025, our pay program consisted of base salary, performance-based annual cash incentives tied to pre-established annual corporate objectives, and long-term equity incentives delivered through stock options and restricted stock units, each subject to multi-year vesting to support retention and alignment. In 2025, we made substantial progress across our clinical and commercial priorities, which informed and contextualized our compensation outcomes for the year. Our key 2025 business highlights included:

  10. Executive Compensation Practices

    | What We Do: | | What We Do Not Do: | | | ✔ | Performance metrics tied to Company performance. The performance metrics for our annual executive bonus plan are tied to Company performance, aligning the interests of our executives with those of our stockholders. | ✘ | No tax gross-ups. None of our compensation agreements and arrangements provides for tax “gross-ups.” | | ✔ | Multi-year vesting requirements. The equity awards we grant to our executive officers generally vest over multi-year periods, consistent with current market practice and our retention objectives. | ✘ | No special perquisites. We generally do not provide our executives with perquisites or other personal benefits that differ materially from those available to employees generally. | | ✔ | Double-trigger termination rights. Our agreements with our executive officers require both a change-in-control and a termination of employment for full severance benefits, including any equity acceleration, to be triggered. | ✘ | No retirement plans other than 401(k). We do not provide any pension or other retirement benefits to our executive officers, except that we offer all employees the right to participate in a Company-sponsored 401(k) plan under which we make matching contributions of up to $3,000 per employee per year. |

  11. How We Determine Executive Compensation

    How We Determine Executive Compensation Our Compensation Committee reviews compensation annually for all employees, including our named executive officers. In making compensation determinations, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, and our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and to have a long-term commitment to our Company. Our Compensation Committee has historically determined the individual compensation of each of our named executive officers, consulting with the Board from time to time in connection with the Chief Executive Officer’s compensation and taking into account the Chief Executive Officer’s recommendations in connection with the compensation of our other named executive officers. Pursuant to its charter, the Compensation Committee may approve all executive compensation unilaterally, or may choose to recommend compensation matters to the full Board for approval. From time to time, the Compensation Committee has submitted executive compensation determinations to the full Board for approval. The operation of our Compensation Committee is described in more detail above in the section titled, “Information Regarding the Board of Directors and Corporate Governance—Compensation Committee—Compensation Committee Processes and Procedures.” The Compensation Committee has authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained Alpine Rewards as its compensation consultant. Alpine Rewards developed a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices and considering different compensation programs to aid making executive pay decisions for 2025. Alpine Rewards also conducted market research and analysis to assist the Compensation Committee in developing executive compensation levels, including appropriate salaries, target bonus amounts and equity awards for our executives, including the named executive officers. Alpine Rewards also provided recommendations regarding the design of our long-term incentive compensation program, conducted a review of our director compensation policies and practices, and completed an annual risk assessment.

  12. Competitive Market Review

    Competitive Market Review As described above, during 2025, the Compensation Committee engaged Alpine as its compensation consultant. As part of its engagement, the Compensation Committee requested that Alpine develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for purposes of developing recommendations that were presented to the Compensation Committee for its consideration. In developing our peer group for 2025, the criteria used to identify the peer companies were business focus (i.e., companies with a similar business focus and financial profile), market capitalization between $600 million and $6 billion, headcount, and location. The 18 companies selected for our peer group for 2025 are listed below.

  13. Competitive Market Review

    | Akero Therapeutics Inc. (AKRO) | Crinetics Pharmaceuticals Inc. (CRNX) | Protagonist Therapeutics Inc. (PTGX) | | AnaptysBio Inc. (ANAB) | IDEAYA Biosciences Inc. (IDYA) | Soleno Therapeutics Inc. (SLNO) | | Arcellx Inc. (ACLX) | Immunovant Inc. (IMVT) | Spyre Therapeutics Inc. (SYRE) | | Avidity Biosciences Inc. (RNAM) | Kymera Therapeutics Inc. (KYMR) | Structure Therapeutics Inc. (GPCR) | | Celldex Therapeutics Inc. (CLDX) | Neumora Therapeutics Inc. (NMRA) | Summit Therapeutics Inc. (SMMT) | | Cogent Biosciences Inc. (COGT) | Pliant Therapeutics Inc. (PLRX) | Syndax Pharmaceuticals Inc. (SNDX) |

  14. Objectives and Elements of Executive Compensation

    | • | providing incentives that reward the achievement of performance goals; |

  15. Compensation Mix

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors (including individual performance and the overall performance of our Company) and by reference, in part, to market data provided by our independent compensation consultant. | | Annual Cash Incentive Compensation (at-risk cash) | Motivates and rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives. | Target bonus amounts are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate |

  16. Compensation Mix

    | Element of Compensation | Objectives | Key Features | | | | performance objectives consistent with our long-term strategic plan and may also include individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, generally determined by the Compensation Committee and communicated at the beginning of the year. Actual bonus amounts earned are determined by taking into account both corporate and individual performance objectives. | | Equity Compensation (at-risk equity) | Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual awards are determined based on a number of factors, including current corporate and individual performance and market data provided by our independent compensation consultant. |

  17. Compensation Mix

    We focus on providing a competitive compensation package to our executive officers which provides significant short and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives. We do not have any formal policies for allocating compensation among these components. Instead, our Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term, and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives.

  18. Cash Incentive Compensation

    Cash Incentive Compensation In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash compensation designed to provide appropriate incentives to our executive officers to achieve pre-established annual corporate objectives and key results and to reward them for individual achievement towards these objectives and key results. The annual performance-based cash compensation each named executive officer is eligible to receive is generally based on the extent to which we achieve our corporate objectives and key results established by our Board each year. At the end of the year, our Compensation Committee reviews our performance against our corporate objectives and key results and approves, or recommends to our full Board that it approve, cash payouts based on achievement of our corporate objectives and key results, subject, in each case, to the named executive officer’s continued employment with us through the payment date of such amount. The Compensation Committee has generally considered each named executive officer’s individual contributions towards reaching our annual corporate objectives and key results but does not typically establish specific individual goals for our named executive officers. There is no minimum payout percentage or amount established for our named executive officers and, thus, the payment amounts vary from year to year based on corporate and individual performance, in each case pursuant to the terms of our named executive officer’s offer letter described below. For 2025, the target performance bonuses for our named executive officers were:

  19. Cash Incentive Compensation

    | Name | 2025 Target Performance Bonus (%) of Salary | 2025 Target Performance Bonus | | Marshall Fordyce, M.D. | 60% | $396,000 | | Sean Grant | 40% | $202,800 | | David Johnson | 40% | $204,000 | | Robert Brenner, M.D. | 40% | $203,600 | | William Turner | 40% | $189,200 |

  20. Cash Incentive Compensation

    For 2025, annual cash incentives were based on the achievement of various clinical and operational metrics related to advancing atacicept towards US approval in IgAN (60% weighting), preparing for successful US launch of atacicept in IgAN (20% weighting), and advancing lifecycle management and broader portfolio (20% weighting). The Compensation Committee reviewed the Company’s achievements against our 2025 corporate goals and approved payment of the cash incentives to our named executive officers at 140% of target level based on the Company’s level of achievement of such metrics. As a result, our named executive officers were awarded the following cash incentive payments for 2025:

  21. Cash Incentive Compensation

    | Name | 2025 Base Salary | Target ($) | Total 2025 Cash Incentive Compensation | | Marshall Fordyce, M.D. | $660,000 | $396,000 | $554,400 | | Sean Grant | $507,000 | $202,800 | $283,920 | | David Johnson | $510,000 | $204,000 | $285,600 | | Robert Brenner, M.D. | $509,000 | $203,600 | $285,040 | | William Turner | $473,000 | $189,200 | $264,880 |

  22. Equity Compensation

    Equity Compensation We use equity awards to motivate our executive officers, including the named executive officers, to increase the long-term value of our common stock and, thereby, to align the interests of our executive officers with those of our stockholders. These equity awards are intended to further our success by ensuring that sustainable value creation is a key factor in our executive officers’ management of our business. The size and form of these equity awards are determined by the Compensation Committee in its discretion. As described below, in 2025, we granted equity awards in the form of stock options and RSUs to our executive officers as part of our long-term incentive compensation program. The target vehicle mix for our executive officers for 2025 was approximately 50% options and 50% RSUs, a shift from 65% options and 35% RSUs prior to 2025, reflecting peer practices as we transition to a commercial stage company, changes to our stock price and our goal of managing dilution. Stock Options The Compensation Committee uses stock options as a key tool in serving to align the interests of our executive officers and our stockholders. Stock options are inherently performance based, and automatically link executive pay to stockholder return, as the value realized, if any, by the executive from an award of stock options, is dependent upon, and directly proportionate to, appreciation in stock price. Executives will only receive value from the stock option awards if the price of the stock increases above the stock price at time of grant, and remains above as the stock options continue to vest. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price. Restricted Stock Units The Compensation Committee uses RSUs in addition to stock options, as they are complementary to stock options and encourage alignment with stockholders’ interests, while also reinforcing an ownership culture and ensuring adequate retention of our executive team. In February 2025, the Compensation Committee approved the following equity grants to our named executive officers as part of our annual executive compensation review process. The stock options vest monthly over a period of four years, subject to the recipient’s continued service to us through each vesting date, and the RSUs vest in four equal annual installments on a pre-specified vesting date, subject to the recipient’s continued service to us through each vesting date.

  23. Equity Compensation

    | Name | Stock Option Grant (#) | RSU Grant (#) | | Marshall Fordyce, M.D. | 161,500 | 80,750 | | Sean Grant | 53,800 | 26,900 | | David Johnson | 53,800 | 26,900 | | Robert Brenner, M.D. | 53,800 | 26,900 | | William Turner | 45,000 | 22,500 |

  24. Employment Offer Letters

    Employment Offer Letters We have entered into offer letters with each of our named executive officers which set forth the initial terms of their employment with us. Each of our named executive officers are entitled to certain severance benefits pursuant to their offer letters, the terms of which are described below under the section titled “Potential Payments Upon Termination or Change in Control.” Each of our named executive officers’ employment is at will.

  25. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Each of our named executive officers is eligible for severance benefits upon certain types of involuntary termination events, including involuntary terminations in connection with a change in control of our Company. A more detailed description of each of our named executive officer’s potential payments and benefits upon a termination or change in control is provided below under the section below titled “Potential Payments upon Termination or Change in Control.”

  26. Pension Benefits; Nonqualified Deferred Compensation

    Pension Benefits; Nonqualified Deferred Compensation During the fiscal year ended December 31, 2025, our named executive officers did not participate in, or otherwise receive any benefits under, any pension, retirement or non-qualified deferred compensation plan sponsored by us.

  27. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the years indicated below.

  28. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Marshall Fordyce, M.D. President and Chief Executive Officer | 2025 | 660,000 | — | 2,356,285 | 3,415,725 | 554,400 | — | 6,986,410 | | | 2024 | 616,250 | — | 1,323,000 | 3,299,751 | 409,200 | — | 5,648,201 | | | 2023 | 585,638 | 32,450 | — | 2,519,595 | 292,050 | — | 3,429,733 | | Sean Grant Chief Financial Officer | 2025 | 507,000 | — | 784,942 | 1,137,870 | 283,920 | 3,000 | 2,716,732 | | | 2024 | 476,100 | — | 441,000 | 1,099,800 | 229,632 | — | 2,246,532 | | | 2023 | 455,000 | — | — | 1,120,000 | 184,000 | — | 1,759,000 | | David Johnson Chief Operating Officer(1) | 2025 | 510,000 | — | 784,942 | 1,137,870 | 285,600 | 3,000 | 2,721,412 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Robert Brenner, M.D. Chief Medical Officer(1) | 2025 | 509,000 | — | 784,942 | 1,137,870 | 285,040 | 3,000 | 2,719,852 | | | 2024 | 476,615 | 120,000 | — | 3,627,050 | 229,138 | 3,000 | 4,455,803 | | | 2023 | — | — | — | — | — | — | — | | William Turner Chief Regulatory Officer(1) | 2025 | 473,000 | — | 656,550 | 951,750 | 264,880 | — | 2,346,180 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — |

  29. Summary Compensation Table

    | (1) Mr. Johnson was appointed as Chief Operating Officer in July 2024. Mr. Johnson was not a named executive officer in 2024 and therefore his compensation information that year has been omitted. Dr. Brenner was appointed as Chief Medical Officer in January 2024. Mr. Turner was appointed as Chief Development Officer in January 2024 and later appointed as Chief Regulatory Officer in January 2025. Mr. Turner was not a named executive officer in 2024 and therefore his compensation information that year has been omitted. |

  30. Summary Compensation Table

    | (2) The dollar amounts in this column reflect the aggregate grant date fair value of RSUs granted during the indicated fiscal year computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of each equity award is measured based on the closing price of our Class A common stock on the date of grant. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |

  31. Summary Compensation Table

    | (3) The amounts disclosed represent the aggregate grant date fair value of the option awards granted to our named executive officers during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the named executive officer. |

  32. Summary Compensation Table

    | (4) The amounts disclosed represent cash incentive compensation earned in 2025 but paid in the beginning of 2026. |

  33. Summary Compensation Table

    | (5) The amounts shown in this column represent matching payments under our 401(k) Plan, a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. |

  34. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2025.

  35. Grants of Plan-Based Awards in Fiscal 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair value of Stock and Option Awards ($)(2) | | Name | Award Type | Grant Date | Target ($) | | | | | | Marshall Fordyce, M.D. | RSU | 2/18/2025 | — | 80,750 | — | — | 2,356,285 | | | Stock Option | 2/18/2025 | — | — | 161,500 | 29.18 | 3,415,725 | | | Cash Incentive Bonus | 2/18/2025 | 396,000 | — | — | — | — | | Sean Grant | RSU | 2/18/2025 | — | 26,900 | — | — | 784,942 | | | Stock Option | 2/18/2025 | — | — | 53,800 | 29.18 | 1,137,870 | | | Cash Incentive Bonus | 2/18/2025 | 202,800 | — | — | — | — | | David Johnson | RSU | 2/18/2025 | — | 26,900 | — | — | 784,942 | | | Stock Option | 2/18/2025 | — | — | 53,800 | 29.18 | 1,137,870 | | | Cash Incentive Bonus | 2/18/2025 | 204,000 | — | — | — | — | | Robert Brenner, M.D. | RSU | 2/18/2025 | — | 26,900 | — | — | 784,942 | | | Stock Option | 2/18/2025 | — | — | 53,800 | 29.18 | 1,137,870 | | | Cash Incentive Bonus | 2/18/2025 | 203,600 | — | — | — | — | | William Turner | RSU | 2/18/2025 | — | 22,500 | — | — | 656,550 | | | Stock Option | 2/18/2025 | — | — | 45,000 | 29.18 | 951,750 | | | Cash Incentive Bonus | 2/18/2025 | 189,200 | — | — | — | — |

  36. Grants of Plan-Based Awards in Fiscal 2025

    | (1) This column sets forth the target annual cash bonus amounts that could be earned by each named executive officer under our cash incentive compensation program. “Non-Equity Incentive Plan Awards” in 2025 did not have a threshold or maximum value. The dollar value of the actual bonus award earned for 2025 for each named executive officer is set forth in the Summary Compensation Table above. As such, the amounts set forth in these columns do not represent either additional or actual compensation earned by the named executive officers for 2025. For a description of our cash incentive compensation program, see “Compensation Discussion and Analysis—Cash Incentive Compensation” above. |

  37. Grants of Plan-Based Awards in Fiscal 2025

    | (2) The dollar amounts in this column reflect the aggregate grant date fair value of RSUs and option awards granted during the indicated fiscal year computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of RSUs are measured based on the closing price of our Class A common stock on the date of grant. Assumptions used in the calculation of the grant date fair value of the option awards are included in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |

  38. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2025.

  39. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price Per Share ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Marshall Fordyce, M.D. | 2/18/2025(4) | — | — | — | — | 80,750 | 4,089,180 | | | 2/18/2025(5) | 33,645 | 127,855 | 29.18 | 2/17/2035 | — | — | | | 1/16/2024(6) | — | — | — | — | 59,062 | 2,990,900 | | | 1/16/2024(7) | 140,156 | 152,344 | 16.80 | 1/15/2034 | — | — | | | 2/15/2023(8) | 318,750 | 131,250 | 7.87 | 2/14/2033 | | | | | 2/16/2022(9) | 168,814 | 7,340 | 20.94 | 2/15/2032 | — | — | | | 5/13/2021(10) | 110,038 | — | 11.00 | 5/12/2031 | — | — | | | 12/16/2020(10) | 609,051 | — | 2.90 | 12/15/2030 | — | — | | Sean Grant | 2/18/2025(4) | — | — | — | — | 26,900 | 1,362,216 | | | 2/18/2025(5) | 11,208 | 42,592 | 29.18 | 2/17/2035 | — | — | | | 1/16/2024(6) | — | — | — | — | 19,687 | 996,950 | | | 1/16/2024(7) | 46,718 | 50,782 | 16.80 | 1/15/2034 | — | — | | | 2/15/2023(8) | 141,666 | 58,334 | 7.87 | 2/14/2033 | — | — | | | 2/16/2022(9) | 86,250 | 3,750 | 20.94 | 2/15/2032 | — | — | | | 7/13/2021(10) | 80,172 | — | 14.87 | 7/12/2031 | — | — | | David Johnson | 2/18/2025(4) | — | — | — | — | 26,900 | 1,362,216 | | | 2/18/2025(5) | 11,208 | 42,592 | 29.18 | 2/17/2035 | — | — | | | 7/1/2024(11) | 56,666 | 103,334 | 36.29 | 6/30/2034 | — | — | | Robert Brenner, M.D. | 2/18/2025(4) | — | — | — | — | 26,900 | 1,362,216 | | | 2/18/2025(5) | 11,208 | 42,592 | 29.18 | 2/17/2035 | — | — | | | 1/3/2024(12) | 167,708 | 182,292 | 15.36 | 1/02/2034 | — | — | | William Turner | 2/18/2025(4) | — | — | — | — | 22,500 | 1,139,400 | | | 2/18/2025(5) | 9,375 | 35,625 | 29.18 | 2/17/2035 | — | — | | | 1/5/2024(13) | 101,770 | 143,230 | 15.53 | 1/04/2034 | — | — |

  40. Outstanding Equity Awards at Fiscal Year End

    | (1) All of the option awards granted prior to May 13, 2021 were granted under the Company’s 2017 Equity Incentive Plan (“2017 Plan”). All of the option and stock awards granted on or subsequent to May 13, 2021 were granted under the 2021 Equity Incentive Plan (“2021 Plan”) or under the 2024 Inducement Plan (“Inducement Plan”). |

  41. Outstanding Equity Awards at Fiscal Year End

    | (2) Awards in this column consist of RSU awards that were unvested as of December 31, 2025. |

  42. Outstanding Equity Awards at Fiscal Year End

    | (3) Amounts in this column represent the market value of the RSU awards that were unvested as of December 31, 2025. The market value is calculated by multiplying the number of shares underlying the RSU award shown in the table by $50.64, the closing price of our Class A common stock on December 31, 2025. |

  43. Outstanding Equity Awards at Fiscal Year End

    | (4) One-fourth of the total RSUs vest on each of February 20, 2026, 2027, 2028 and 2029, subject to continuous service through each vesting date. |

  44. Outstanding Equity Awards at Fiscal Year End

    | (5) One-forty-eighth of the shares subject to the option award vest each month after February 18, 2025, subject to continuous service through each vesting date. |

  45. Outstanding Equity Awards at Fiscal Year End

    | (6) One-fourth of the total RSUs vest on each of February 20, 2025, 2026, 2027 and 2028, subject to continuous service through each vesting date. |

  46. Outstanding Equity Awards at Fiscal Year End

    | (7) One-forty-eighth of the shares subject to the option award vest each month after January 16, 2024, subject to continuous service through each vesting date. |

  47. Outstanding Equity Awards at Fiscal Year End

    | (8) One-forty-eighth of the shares subject to the option award vest each month after February 15, 2023, subject to continuous service through each vesting date. |

  48. Outstanding Equity Awards at Fiscal Year End

    | (9) One-forty-eighth of the shares subject to the option award vest each month after February 16, 2022, subject to continuous service through each vesting date. |

  49. Outstanding Equity Awards at Fiscal Year End

    | (10) Fully vested. |

  50. Outstanding Equity Awards at Fiscal Year End

    | (11) One-fourth of the shares subject to the option award vest on July 1, 2025, and the remaining shares subject to the award vest in 36 substantially equal monthly installments thereafter, subject to continuous service through each vesting date. |

  51. Outstanding Equity Awards at Fiscal Year End

    | (12) One-fourth of the shares subject to the option award vest on January 3, 2025, and the remaining shares subject to the award vest in 36 substantially equal monthly installments thereafter, subject to continuous service through each vesting date. |

  52. Outstanding Equity Awards at Fiscal Year End

    | (13) One-fourth of the shares subject to the option award vest on January 5, 2025, and the remaining shares subject to the award vest in 36 substantially equal monthly installments thereafter, subject to continuous service through each vesting date. |

  53. Outstanding Equity Awards at Fiscal Year End

    Options held by certain of our named executive officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “–Potential Payments Upon Termination or Change in Control” below for a description of such potential acceleration.

  54. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth information regarding vesting of stock awards by our named executive officers during fiscal year 2025.

  55. Option Exercises and Stock Vested in Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Marshall Fordyce, M.D. | 17,500 | 679,842 | 19,688 | 582,962 | | Sean Grant | — | — | 6,563 | 194,330 | | David Johnson | — | — | — | — | | Robert Brenner, M.D. | — | — | — | — | | William Turner | 30,000 | 887,920 | — | — |

  56. Option Exercises and Stock Vested in Fiscal 2025

    | (1) The value realized on exercise is based on the closing price of our Class A common stock on the date of exercise minus the exercise price. |

  57. Option Exercises and Stock Vested in Fiscal 2025

    | (2) The value realized on vesting is based on the closing price of our Class A common stock on the vesting date. |

  58. Pension Benefits

    Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any defined benefit pension sponsored by us during the fiscal year ended December 31, 2025.

  59. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2025.

  60. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below sets forth the amount of compensation payable to each named executive officer upon (i) the named executive officer’s termination of employment without cause or resignation for good reason (a “Qualifying Termination”) and (ii) a Qualifying Termination that occurs within three months prior to or within 12 months following the closing of a change in control (a “Change in Control Termination”). The amounts shown in the table below assume that such termination of employment and/or change in control was effective as of December 31, 2025 and thus are estimates of the amounts that would be paid out to our named executive officers in such circumstances.

  61. Potential Payments Upon Termination or Change in Control

    | | Termination without Cause or for Good Reason | | | | Change in Control Termination | | | | | Name | Cash(1) | Continued Benefits(2) | Equity Acceleration | Total | Cash(3) | Continued Benefits(4) | Equity Acceleration(5) | Total | | Marshall Fordyce, M.D. | 660,000 | 43,552 | — | 703,552 | 1,386,000 | 65,328 | 20,810,730 | 22,262,058 | | Sean Grant | 380,250 | — | — | 380,250 | 709,800 | — | 7,597,973 | 8,307,773 | | David Johnson | 382,500 | 41,327 | — | 423,827 | 714,000 | 55,103 | 3,759,083 | 4,528,186 | | Robert Brenner, M.D. | 381,750 | 44,059 | — | 425,809 | 712,600 | 58,746 | 8,707,502 | 9,478,848 | | William Turner | 354,750 | 18,930 | — | 373,680 | 662,200 | 25,240 | 6,932,718 | 7,620,158 |

  62. Potential Payments Upon Termination or Change in Control

    | (1) Represents a lump sum cash payment equal to 12 months of base salary (for Dr. Fordyce) or 9 months of base salary (for the other named executive officers). |

  63. Potential Payments Upon Termination or Change in Control

    | (2) Represents a lump sum cash payment equal to 12 months of COBRA benefits (for Dr. Fordyce) or 9 months of COBRA benefits (for the other named executive officers). |

  64. Potential Payments Upon Termination or Change in Control

    | (3) Represents (i) a lump sum cash payment equal to 18 months of base salary (for Dr. Fordyce) or 12 months of base salary (for the other named executive officers) and (ii) a lump sum cash payment equal to the named executive officer’s target bonus for the applicable fiscal year. |

  65. Potential Payments Upon Termination or Change in Control

    | (4) Represents a lump sum cash payment equal to 18 months of COBRA benefits (for Dr. Fordyce) or 12 months of COBRA benefits (for the other named executive officers). |

  66. Potential Payments Upon Termination or Change in Control

    | (5) Represent accelerated vesting of 100% of the then-outstanding equity awards in connection with a Change in Control. The value of restricted stock unit award vesting acceleration is based on the closing price of $50.64 per share of our Class A common stock as of December 31, 2025. The value of accelerated stock options is the aggregate spread between $50.64, the closing price of our Class A common stock on December 31, 2025, and the exercise prices of the accelerated stock options. |

  67. Potential Payments Upon Termination or Change in Control

    Dr. Fordyce. Pursuant to Dr. Fordyce’s amended and restated offer letter, if (a) his employment is terminated without cause (as defined in his offer letter), and other than as a result of his death or disability, or (b) he resigns for good reason (as defined in his offer letter), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, Dr. Fordyce will be entitled to receive severance in the form of 12 months of his then-current base salary, such amount to be paid in equal installments over a 12-month period after the date of termination, subject to applicable taxes and withholding, as well as up to 12 months of COBRA coverage. These severance benefits are conditioned upon Dr. Fordyce continuing to comply with his obligations under his proprietary information agreement and his delivery of a general release of claims in favor of us that becomes effective and irrevocable within 21 days of the date of termination. Further, if within the three-month period immediately prior to or 12-month period that immediately follows a change in control (as defined in his offer letter) Dr. Fordyce’s employment is terminated without cause or he resigns for good reason, then (a) 100% of his then-unvested equity grants shall accelerate and become fully vested as of the termination date, (b) the amount of his cash severance and COBRA severance described above shall be increased from 12 months to 18 months and (c) he shall receive additional cash severance in an amount equal to his target annual bonus for the year of such termination, to be paid in a single lump sum within 10 business days after the effective date of his release. Messrs. Grant, Johnson, and Turner and Dr. Brenner. Pursuant to each of Messrs. Grant, Johnson, and Turner and Dr. Brenner’s respective offer letters, if (a) such executive’s employment is terminated without cause (as defined in their offer letter), and other than as a result of death or disability, or (b) such executive resigns for good reason (as defined in their offer letter), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, such terminating executive will be entitled to receive severance in the form of nine months of their then-current base salary, such amount to be paid in installments on the ordinary payroll dates, subject to applicable taxes and withholding, as well as up to nine months of COBRA coverage. These severance benefits are conditioned upon the executive continuing to comply with the obligations under their proprietary information agreement and delivery of a general release of claims in favor of us that becomes effective and irrevocable within 21 days of the date of termination. Further, if within the three-month period immediately prior to or 12-month period that immediately follows a change in control (as defined in his offer letter), the executive’s employment is terminated without cause or they resign for good reason, then (a) 100% of such terminating executive’s then-unvested equity grants shall accelerate and become fully vested as of the termination date, (b) the amount of such terminating executive’s cash severance and COBRA severance described above shall be increased from nine months to 12 months and (c) such terminating executive shall receive additional cash severance in an amount equal to their target annual bonus for the year of such termination, to be paid in a single lump sum within 10 business days after the effective date of the release.

  68. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (except our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For fiscal 2025,

  69. CEO Pay Ratio

    | • | the median of the annual total compensation of all employees of the Company (other than the CEO) was $428,720; and |

  70. CEO Pay Ratio

    | • | the annual total compensation of the CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $6,986,410. |

  71. CEO Pay Ratio

    Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 16.3 to 1. We identified our median compensated employee from all full-time and part-time employees who were included as employees on our payroll records as of a determination date of December 31, 2025. We did not include any contractors or other non-employee workers in our employee population. We used a consistently applied compensation measure consisting of annual base salary, annual bonus or commission targets, and the grant date value of equity awards granted during fiscal year 2025. We annualized base salary, target annual bonus and commission for any full-time and part-time employees who commenced work during fiscal 2025 to reflect a full year, and non-United States employees’ pay was converted to U.S. dollar equivalents using applicable exchange rates as of the determination date.

  72. Pay versus Performance

    Pay versus Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay and the Compensation Committee did not consider the disclosure below in making its pay decisions for any of the years shown. For further information regarding our compensation, refer to “Compensation Discussion and Analysis.”

  73. Tabular Disclosure of Pay Versus Performance

    Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (or “CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals for the fiscal years listed below. The Company does not use any financial performance measures to link CAP to Company performance. Consequently, no “Company Selected Measure” is included in the table below.

  74. Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for our PEO(1)(2) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) ($) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return (“TSR”)(4) ($) | Value of Initial Fixed $100 Investment Based On Peer Group TSR(5) ($) | Net Income (Loss) (in thousands)(6) ($) | | 2025 | 6,986,410 | 9,126,943 | 2,626,044 | 6,899,114 | 261.70 | 136.72 | (299,615) | | 2024 | 5,648,201 | 31,241,665 | 5,047,863 | 8,683,305 | 218.55 | 103.27 | (152,148) | | 2023 | 3,429,733 | 1,986,784 | 1,391,247 | 1,437,499 | 79.48 | 104.70 | (95,990) |

  75. Tabular Disclosure of Pay Versus Performance

    | (1) The following individuals are our PEO and other Non-PEO NEOs for each fiscal year |

  76. Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Marshall Fordyce, M.D. | Sean Grant David Johnson Robert Brenner, M.D. William Turner | | 2024 | Marshall Fordyce, M.D. | Robert Brenner, M.D. Jason Carter | | 2023 | Marshall Fordyce, M.D. | Sean Grant Cecilia Lin, M.D. |

  77. Tabular Disclosure of Pay Versus Performance

    | (2) Represents the amount of total compensation reported for Marshall Fordyce, M.D. (our Chief Executive Officer) and the average total compensation for our Non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation Tables—Summary Compensation Table.” |

  78. Tabular Disclosure of Pay Versus Performance

    | (3) Represents the amount of CAP to Marshall Fordyce, M.D. and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation amounts reported in the Summary Compensation Table for each fiscal year to determine the CAP: |

  79. Tabular Disclosure of Pay Versus Performance

    | Year | NEOs | Summary Compensation Table Total Compensation ($) | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY* ($) | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* ($) | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* ($) | Add: Vesting Date Fair Value of Awards Granted in Applicable FY that Vested During Applicable FY* ($) | Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY* ($) | CAP ($) | | 2025 | PEO | 6,986,410 | (5,772,010) | 8,400,891 | 2,180,280 | 692,706 | (3,361,334) | 9,126,943 | | | Average Non-PEO NEOs | 2,626,044 | (1,844,184) | 2,684,123 | 2,717,473 | 221,328 | 494,330 | 6,899,114 | | 2024 | PEO | 5,648,201 | (4,622,751) | 10,534,255 | 6,681,577 | 2,107,029 | 10,893,354 | 31,241,665 | | | Average Non-PEO NEOs | 5,047,863 | (4,598,262) | 8,233,704 | — | — | — | 8,683,305 | | 2023 | PEO | 3,429,733 | (2,519,595) | 4,152,563 | (1,592,727) | 897,375 | (2,380,565) | 1,986,784 | | | Average Non-PEO NEOs | 1,391,247 | (839,865) | 1,384,194 | (381,121) | 299,120 | (416,075) | 1,437,499 |

  80. Tabular Disclosure of Pay Versus Performance

    | * In calculating the CAP amounts, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with ASC 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  81. Tabular Disclosure of Pay Versus Performance

    | (4) For the relevant fiscal year, the TSR reflected in this column represents the cumulative TSR of our common stock at the end of each fiscal year. In each case, we assume an initial investment of $100 on December 31, 2022. |

  82. Tabular Disclosure of Pay Versus Performance

    | (5) For the year ended December 31, 2025, the TSR reflected in this column represents the cumulative TSR of the Nasdaq Biotechnology Index at the end of each fiscal year. In each case, we assume an initial investment of $100 on December 31, 2022. The Company qualified as a “smaller reporting company” for our fiscal year ended December 31, 2023 and 2024 and therefore included the scaled disclosure for these years. |

  83. Tabular Disclosure of Pay Versus Performance

    | (6) The dollar amounts reported represent the amount of Net Income (Loss) reflected in the Company’s audited financial statements for the applicable year. |

  84. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth in summary form information concerning the compensation that we paid or awarded during the year ended December 31, 2025 to each of our non-employee directors who served on our Board during 2025:

  85. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Michael Morrissey, Ph.D. | 90,000 | 296,660 | — | 386,660 | | Andrew Cheng, M.D., Ph.D. | 47,500 | 296,660 | — | 344,160 | | Patrick Enright | 55,000 | 296,660 | — | 351,660 | | Kimball Hall | 47,500 | 296,660 | — | 344,160 | | Maha Katabi, Ph.D. | 50,000 | 296,660 | — | 346,660 | | Scott Morrison | 60,000 | 296,660 | — | 356,660 | | Christy Oliger | 45,000 | 296,660 | — | 341,660 | | Beth Seidenberg, M.D. | 50,000 | 296,660 | — | 346,660 | | James Meyers | 4,891 | 735,750 | — | 740,641 |

  86. DIRECTOR COMPENSATION

    | (1) The amounts disclosed represent the aggregate grant date fair value of the stock options granted to our non-employee directors during 2025 under our 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements for the year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the non-employee director. |

  87. DIRECTOR COMPENSATION

    | (2) The aggregate number of shares underlying outstanding options to purchase our Class A common stock held by our non-employee directors as of December 31, 2025 was 776,154, as follows: 88,000 by Dr. Morrissey; 136,893 by Dr. Cheng; 67,850 by Mr. Enright; 77,775 by Ms. Hall; 67,850 by Dr. Katabi; 136,893 by Mr. Morrison; 39,000 by Ms. Oliger; 136,893 by Dr. Seidenberg; and 25,000 by Mr. Meyers. |

  88. DIRECTOR COMPENSATION

    We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Marshall Fordyce, M.D., our President and Chief Executive Officer, was also a director as of December 31, 2025, but did not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Dr. Fordyce. Our Board maintains a non-employee director compensation policy that is applicable to all of our non-employee directors. Under our non-employee director compensation policy in effect as of January 1, 2025, each non-employee director received the following compensation for service on our Board:

  89. DIRECTOR COMPENSATION

    | • | an annual cash retainer of $40,000; and an additional annual cash retainer of $35,000 for services as non-executive chair of our Board (the “Chair Retainer”); |

  90. DIRECTOR COMPENSATION

    | • | an additional annual cash retainer of $10,000, $7,500 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating Committee, respectively (the “Committee Member Retainer”); |

  91. DIRECTOR COMPENSATION

    | • | an additional annual cash retainer of $10,000, $7,500 and $5,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating Committee, respectively (the “Committee Chair Retainer”); |

  92. DIRECTOR COMPENSATION

    | • | an initial option grant to purchase the lesser of (i) 25,000 shares of our Class A common stock and (ii) the maximum number of shares of our Class A common stock that would result in the option having a grant-date fair value of not more than $700,000, on the date of each such non-employee director’s appointment to our Board (the “Initial Grant”); and |

  93. DIRECTOR COMPENSATION

    | • | an annual option grant to purchase the lesser of (i) 14,000 shares of our Class A common stock and (ii) the maximum number of shares of our Class A common stock that would result in the option having a grant-date fair value of not more than $400,000 (the “Annual Grant”), on the date of each of our annual stockholder meetings, for non-employee directors who joined our Board no later than February 28 of the year in which the stockholders meeting is held. |

  94. DIRECTOR COMPENSATION

    On December 16, 2025, the Board further amended the non-employee director compensation policy, which became effective January 1, 2026, as set forth below:

  95. DIRECTOR COMPENSATION

    | • | the annual cash retainer for service as member of the Board was increased to $45,000; |

  96. DIRECTOR COMPENSATION

    | • | the Chair Retainer was decreased to $30,000; |

  97. DIRECTOR COMPENSATION

    | • | the Initial Grant was amended to provide for the lesser of (i) 32,000 shares of our Class A common stock and (ii) the maximum number of shares of our Class A common stock that would result in the option having a grant-date fair value of not more than $700,000, on the date of each such non-employee director’s appointment to our Board; and |

  98. DIRECTOR COMPENSATION

    | • | the Annual Grant was amended to provide for the lesser of (i) 18,000 shares of our Class A common stock and (ii) the maximum number of shares of our Class A common stock that would result in the option having a grant-date fair value of not more than $400,000, on the date of each of our annual stockholder meetings, for non-employee directors who joined our Board no later than February 28 of the year in which the stockholders meeting is held. |

  99. DIRECTOR COMPENSATION

    Each of the option grants described above will be granted under our 2021 Plan. Each initial option grant will vest monthly over a three-year period subject to the director’s continuous service to us. Each annual option grant will vest subject to the director’s continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. Notwithstanding the foregoing, in the event there is a change in control (as defined in the 2021 Plan) all of the option grants will accelerate and become fully vested subject to such non-employee director’s continuous service with us through such change in control. The term of each option will be 10 years, subject to earlier termination as provided in the 2021 Plan.