DEF 14A of Maze Therapeutics, Inc.
Filed Apr 28, 2026 · FY20250001140361-26-017463
Director Nominees for Election at Annual Meeting
Director Nominees for Election at Annual Meeting Jason Coloma, Ph.D. has served as our Chief Executive Officer, and member of our board of directors since July 2019. Prior to that, he served as a venture partner at Third Rock Ventures, a venture capital firm, from June 2016 to July 2019. Previously, he held several roles at Roche, a multinational healthcare company, and Genentech, a biotechnology company, between August 2007 and July 2016, including Vice President & Global Therapeutic Area Head of Oncology Partnering as well as Global Head of Research Technology Partnering. Before joining Roche and Genentech, Dr. Coloma was a consultant in the life sciences practice at L.E.K. Consulting LLC, a global strategy consulting firm. He also worked in research at the University of California, San Francisco, and Cytokinetics, Incorporated, a late-stage biopharmaceutical company. Dr. Coloma holds a B.S. in Biology from the University of San Francisco, a Ph.D. and M.P.H. from the University of California, Berkeley, and an M.B.A. from the Tuck School of Business at Dartmouth College. We believe Dr. Coloma is qualified to serve on our board of directors because of his leadership experience gained from serving as our Chief Executive Officer, his scientific and medical training, and his extensive experience in the life sciences industry.
Director Nominees for Election at Annual Meeting
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Board of Directors and Corporate Governance |
Director Nominees for Election at Annual Meeting
Neil Kumar, Ph.D. has served as a member of our board of directors since March 2026. Dr. Kumar is currently a co-founder and the Chief Executive Officer of BridgeBio Pharma, Inc., where he has worked since April 2015. Dr. Kumar has also served as the Chief Executive Officer of Eidos Therapeutics, Inc., a clinical-stage biopharmaceutical company, and a member of Eidos Therapeutics’ board of directors since March 2016. Dr. Kumar served as Chief Executive Officer and President of BridgeBio Oncology Therapeutics, Inc. from August 2016 to April 2024. Dr. Kumar served as the interim vice president of business development at MyoKardia, Inc. (acquired by Bristol Myers Squibb), a clinical-stage biopharmaceutical company, from 2012 to 2014. Prior to that, Dr. Kumar served as a principal at Third Rock Ventures, a venture capital firm, from 2011 to 2014. Before joining Third Rock Ventures, he served as an associate principal at McKinsey & Company, a worldwide management consulting firm, from 2007 to 2011. Dr. Kumar has served as a member of the board of directors of BridgeBio Pharma, Inc. since April 2015, BridgeBio Oncology Therapeutics, Inc. since August 2016, LianBio since October 2019, and as executive chair of the board of managers of GondolaBio, LLC since August 2024. He received his B.S. and M.S. degrees in chemical engineering from Stanford University and received his Ph.D. in chemical engineering from the Massachusetts Institute of Technology. We believe Dr. Kumar is qualified to serve on our board of directors because of his extensive experience as an executive officer of biotechnology companies.
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Hervé Hoppenot has served as a director and the chairman of our board of directors since October 2025. Mr. Hoppenot also currently serves on the board of directors of Incyte Corporation, a biopharmaceutical company, where he has served since January 2014. He has also been a member of the Conseil d’Administration of Laboratoires Pierre Fabre since 2024 and has served on the board of directors of Bicycle Therapeutics PLC, a biopharmaceutical company, since September 2025. Mr. Hoppenot served as the Chief Executive Officer of Incyte Corporation, a pharmaceutical company, from January 2014 to June 2025 and as chair of the board of directors of Incyte Corporation from May 2015 to June 2025. Prior to that, Mr. Hoppenot served as the President of Novartis Oncology Global Business Unit, Novartis Pharmaceuticals Corporation, the U.S. subsidiary of Novartis AG, a pharmaceutical company, from January 2010 to January 2014. Prior to that, Mr. Hoppenot served in other executive positions at Novartis Pharmaceuticals Corporation, serving from September 2006 to January 2010 as Chief Commercial Officer of Novartis Oncology and Head of Global Product Strategy & Scientific Development of Novartis Pharmaceuticals Corporation, and from 2004 to September 2006 as Senior Vice President, Head of Global Marketing of Novartis Oncology. Prior to joining Novartis, Mr. Hoppenot served in various senior roles of increasing responsibility at Aventis S.A. (formerly Rhône Poulenc S.A.), including as Vice President Oncology US of Aventis Pharmaceuticals, Inc., a pharmaceutical company, from 2000 to 2003. Mr. Hoppenot earned a degree at ESSEC Business School. We believe Mr. Hoppenot is qualified to serve on our board of directors based on his extensive executive experience leading biotechnology companies and their boards and in-depth knowledge of the life sciences industry. Jonathan Lim, M.D. has served as a member of our board of directors since October 2019. Dr. Lim has served as a Venture Partner at ARCH Venture Partners, LLC, a venture capital firm, since December 2018. Dr. Lim co-founded Erasca, Inc., a clinical-stage precision oncology company, in July 2018 and currently serves as the Chairman of its board of directors and Chief Executive Officer. Since December 2018, Dr. Lim has also served as the Chairman and Co-founder of Boundless Bio, Inc., a biotechnology company. Dr. Lim is also the Managing Partner and Founder of City Hill, LLC, a venture capital firm. Previously, Dr. Lim co-founded Ignyta, Inc., a pharmaceutical company, in 2011 and served as the Chairman of its board of directors, President and Chief Executive Officer until its acquisition by Roche, a multinational healthcare company, in December 2018. He also previously served as Chairman and Co-founder of Bonti, Inc., a clinical-stage biotechnology company, from August 2015 until its October 2018 acquisition by Allergan PLC, a pharmaceutical company; Chairman, Chief Executive Officer and Co-founder of Eclipse Therapeutics, LLC, a private biotechnology company, from 2011 until its 2012 acquisition by Bionomics Ltd., a clinical-stage biopharmaceutical company; and President, Chief Executive Officer and Chairman-then-Director of Halozyme Therapeutics, Inc., a biotechnology company, from 2003 to 2010. From 2001 to 2003, Dr. Lim was a management consultant at McKinsey & Company, a global management consulting firm, where he specialized in the healthcare industry. From 1999 to 2001, Dr. Lim was a recipient of a National Institutes of Health Postdoctoral Fellowship, during which time he conducted clinical outcomes research at Harvard Medical School. Dr. Lim’s prior experience also includes two years of clinical training in general surgery at the New York Hospital-Cornell Medical Center and Memorial Sloan Kettering Cancer Center. Dr. Lim received an M.P.H. in Health Care Management from Harvard University, an M.D. from McGill University, and a B.S. and M.S. in Biological Sciences from Stanford University. We believe Dr. Lim is qualified to serve on our board of directors based on his significant experience building and leading successful biotechnology companies and his scientific and clinical expertise.
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Board of Directors and Corporate Governance |
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Richard Scheller, Ph.D. has served as a member of our board of directors since June 2019. Dr. Scheller is currently the Chair of Research and Development at BridgeBio Pharma Inc., a biotechnology company, a role he has served since January 2019, and served as a member of its board of directors from January 2018 to February 2021. He was previously the Head of Therapeutics and Chief Scientific Officer at 23andMe, Inc., a personal genomics company, from 2015 to 2019 and since early 2019 has served on that company’s board of directors. He also serves on the board of directors of Alector, Inc. From 2001 to 2014, Dr. Scheller spent 14 years at Genentech, a biotechnology company, where he was Executive Vice President of Research and Early Development. From 1982 to 2001, Dr. Scheller served on the faculty of Stanford University as a professor in the Department of Biological Sciences and the Department of Molecular and Cellular Physiology and was an investigator at the Howard Hughes Medical Institute of Stanford University Medical Center. Since 2004, Dr. Scheller has served as an adjunct professor in the Department of Biochemistry and Biophysics at the University of California, San Francisco. He has published more than 200 primary research papers during his career. Dr. Scheller received the Kavli Prize in Neuroscience (2010) and is a Member of the National Academy of Sciences and the National Academy of Medicine. Dr. Scheller received a Ph.D. in Chemistry from California Institute of Technology and a B.S. in Biochemistry from the University of Wisconsin-Madison. We believe Dr. Scheller is qualified to serve on our board of directors based on his significant experience building and leading successful biotechnology companies and his scientific expertise.
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Nancy C. Andrews, M.D., Ph.D. has served as a member of our board of directors since January 2021. Dr. Andrews has served as Executive Vice President and Chief Scientific Officer at Boston Children’s Hospital since December 2021. She is also Professor in Residence of Pediatrics at Harvard Medical School. She was previously at Duke University from October 2007 to December 2021, where she served as Dean of the School of Medicine, Vice Chancellor for Academic Affairs, Professor of Pediatrics and Professor of Pharmacology & Cancer Biology. From 2003 to 2007, she served as Dean for Basic Sciences and Graduate Studies and Professor of Pediatrics at Harvard University Medical School. From 1999 to 2003, she served as director of the Harvard-Massachusetts Institute of Technology M.D./Ph.D. Program, and the principal investigator of its MSTP grant. From 1993 to 2006, she was a biomedical research investigator of the Howard Hughes Medical Institute. Dr. Andrews is an elected member of the American Academy of Arts and Sciences, the National Academy of Medicine, and the National Academy of Sciences, where she currently serves as Home Secretary. She also serves on the board of trustees of the Massachusetts Institute of Technology, the MIT Corporation. Since July 2018, she has served as a member of the Scientific Advisory Board of Dyne Therapeutics, Inc., a clinical-stage muscle disease company. Dr. Andrews has also served on the board of directors of Novartis AG, a multinational pharmaceutical corporation since February 2015, and Charles River Laboratories, Inc., a pharmaceutical company, since February 2020. She received her B.S. and M.S. from Yale University, her Ph.D. from Massachusetts Institute of Technology, and her M.D. from Harvard Medical School. We believe Dr. Andrews is qualified to serve on our board of directors due to her extensive scientific leadership and expertise in oncology, genetics, and pediatric research. Charles Homcy, M.D. is our co-founder and has served as a member of our board of directors since June 2018, and previously served as chairman of our board of directors from June 2018 to October 2025. Dr. Homcy previously served as a partner at Third Rock Ventures, a venture capital firm, from September 2010 to October 2019 where he currently serves in an advisory capacity. Dr. Homcy is also a co-founder of BridgeBio Pharma, Inc., a publicly traded biotechnology company, and has served as a member of its board since 2018. Dr. Homcy co-founded Portola Pharmaceuticals, LLC, a clinical biotechnology company, and served as President and Chief Executive Officer until 2010. Prior to that, Dr. Homcy served as director and the President of Research and Development at Millennium Pharmaceuticals, Inc. He was previously President of the medical research division of American Cyanamid & Chemical Corporation’s American Cyanamid-Lederle Laboratories. Dr. Homcy was a clinical professor of medicine at the University of California, San Francisco Medical School, and attending physician at the San Francisco Veterans Affairs Hospital from 1997 to 2008. He was previously a member of the Cardiac Unit of the Massachusetts General Hospital and an Associate Professor of Medicine at Harvard Medical School. Dr. Homcy holds an A.B. in Biology and an M.D. from Johns Hopkins University and is an Emeritus Trustee. Dr. Homcy is a co-founder of multiple privately held biotechnology companies including Global Blood Therapeutics, Inc., MyoKardia, Inc., Relay Therapeutics, Inc., Pliant Therapeutics Inc., and Marea Therapeutics. We believe Dr. Homcy is qualified to serve on our board of directors based on his significant experience building and leading successful biotechnology companies and his scientific expertise.
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Board of Directors and Corporate Governance |
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Daniel Spiegelman has served as a member of our board of directors since October 2020. From May 2012 to February 2020, Mr. Spiegelman served as the Executive Vice President and Chief Financial Officer of Biomarin Pharmaceuticals Inc., a global biotechnology company. From 1998 to 2009, Mr. Spiegelman served as Senior Vice President and Chief Financial Officer at CV Therapeutics, Inc., a biopharmaceutical company acquired in 2009 by Gilead Sciences, Inc., a research-based biopharmaceutical company. From 1991 to 1998, Mr. Spiegelman was an employee at Genentech, serving most recently as its Treasurer. Mr. Spiegelman serves on the board of directors of several publicly traded biopharmaceutical companies, including as the Audit Committee Chairman at Spruce Biosciences, Inc. since September 2020, as the Audit Committee Chairman at Kyverna Therapeutics, Inc. since April 2021, and on the board of directors of vTv Therapeutics Inc. since June 2024. Mr. Spiegelman has also served on the board of directors of Tiizona Therapeutics, Inc., a privately held biotechnology company since May 2019. Mr. Spiegelman previously served as a member of the boards of directors of a number of additional publicly traded and privately held biotechnology companies, including, but not limited to, Affymax, Inc., Relypsa Inc, Anthera Pharmaceuticals, Inc. and Cascadian Therapeutics, Inc. Mr. Spiegelman received his B.A. in Economics and M.B.A. from Stanford University. We believe Mr. Spiegelman is qualified to serve on our board of directors based on his significant experience and his significant insights into financial strategy and organizational development.
Compensation Committee
| • | evaluating and recommending non-employee director compensation arrangements for approval by our board of directors; |
Compensation Committee
| • | overseeing our compliance with regulatory requirements associated with the compensation of directors, executive officers and employees. |
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements Our compensation committee, after considering the information, analysis and recommendation provided by our independent compensation consultant, Alpine, evaluates the appropriate level and form of compensation for non-employee members of our board of directors and recommends changes to our board of directors when appropriate. We do not pay management directors for service on our board of directors. Our current non-employee director compensation program is described below. Our board of directors approved a non-employee director compensation policy (the “Director Compensation Policy”), which became effective upon the completion of our initial public offering in February 2025, and which remained unchanged during 2025. Pursuant to our Director Compensation Policy, our non-employee directors receive annual cash compensation of $40,000 for service on our board of directors. The chairperson of the board of directors and board committee members are entitled to receive additional cash compensation under the Director Compensation Policy as set forth below. All cash payments are paid quarterly in arrears, and pro-rated for any partial quarters of service, including for the initial quarter in which the non-employee director compensation policy was adopted.
Non-Employee Director Compensation Arrangements
| • | Board Chair: $30,000 |
Non-Employee Director Compensation Arrangements
| • | Audit Committee Chair: $15,000 |
Non-Employee Director Compensation Arrangements
| • | Audit Committee Member (Non-Chair): $7,500 |
Non-Employee Director Compensation Arrangements
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Board of Directors and Corporate Governance |
Non-Employee Director Compensation Arrangements
| • | Compensation Committee Chair: $12,000 |
Non-Employee Director Compensation Arrangements
| • | Compensation Committee Member (Non-Chair): $6,000 |
Non-Employee Director Compensation Arrangements
| • | Nominating and Corporate Governance Committee Chair: $10,000 |
Non-Employee Director Compensation Arrangements
| • | Nominating and Corporate Governance Committee Member (Non-Chair): $5,000 |
Non-Employee Director Compensation Arrangements
| • | Research & Development Committee Chair: $12,000 |
Non-Employee Director Compensation Arrangements
| • | Research & Development Committee Member (Non-Chair): $6,000 |
Non-Employee Director Compensation Arrangements
In addition, the Director Compensation Policy provides that each non-employee director who is elected or appointed to our board of directors will be granted an option under our 2025 Equity Incentive Plan (the “2025 Plan”) to purchase 36,000 shares of our common stock upon the director’s initial appointment to our board of directors, referred to as the Initial Grant. The Initial Grant will vest in equal monthly installments over three years following the date of grant, such that the Initial Grant will become fully vested and exercisable on the three-year anniversary of the date of grant, subject to the director’s continued service through each applicable vesting date. In recognition of the potential impact that the trading price of our common stock may have on the grant date fair value of an Initial Grant, in March 2026, our board of directors, upon recommendation of our compensation committee, determined that an Initial Grant will instead be an option to purchase the lesser of (i) 36,000 shares of our common stock or (ii) such number of shares of common stock resulting in the option having a grant date fair value (as determined pursuant to ASC 718) equal to $750,000. The Director Compensation Policy also provides that each non-employee director who is serving on our board of directors immediately prior to, and will continue to serve on our board of directors following, our annual meeting of stockholders, will be granted an option under the 2025 Plan to purchase 18,000 shares of our common stock on the date of such annual meeting of stockholders, referred to as the Annual Grant. Notwithstanding the foregoing, a director who is elected or appointed for the first time after January 1 shall not be eligible to receive such Annual Grant on the annual meeting of stockholders of the year of his or her election or appointment as a director. Each Annual Grant will vest on the earlier of (i) the anniversary of the Annual Grant Date and (ii) the next annual meeting of our stockholders, in each case, subject to the director’s continued service through the vesting date. Options granted to our non-employee directors accelerate in full upon the consummation of a change in control of us, pursuant to the terms of the 2025 Plan. We reimburse our non-employee directors for reasonable, customary, and documented travel expenses to meetings of our board of directors or its committees. The 2025 Plan includes a maximum annual limit of $750,000 of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any calendar year (increased to $1,000,000 for a non-employee director’s initial year of service). Any cash compensation paid or equity awards granted to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The compensation committee monitors our stock price and the value of potential equity awards to be made to non-employee directors and may, from time to time, modify the size of the equity awards granted to new and continuing directors to comply with the Director Compensation Policy and the 2025 Plan and to better align with market practices.
Non-Employee Director Compensation Arrangements
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Board of Directors and Corporate Governance |
2025 Director Compensation
2025 Director Compensation The following table provides information for 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion, or all, of 2025, other than Dr. Coloma, our Chief Executive Officer. Dr. Coloma is not included in the table below as he is an employee and receives no compensation for his service as a director. The compensation received by Dr. Coloma as an employee is set forth in the section titled “Executive Compensation” below.
2025 Director Compensation
| Name | Fees earned or paid in cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Charles Homcy, M.D. | 67,158 | 294,907 | 240,000(3) | 602,065 | | Hervé Hoppenot | 17,038 | 721,688 | — | 738,726 | | Nancy C. Andrews, M.D., Ph.D. | 50,583 | 294,907 | — | 345,490 | | Alan Colowick, M.D., M.P.H. (4) | — | — | — | — | | Neil Exter(5) | 43,542 | 445,132 | — | 488,674 | | Jonathan Lim, M.D. | 49,333 | 294,907 | — | 344,240 | | Richard Scheller, Ph.D. | 51,000 | 294,907 | 60,000(3) | 405,907 | | Sekar Kathiresan, M.D.(6) | 43,962 | 320,716 | — | 364,678 | | Catherine Angell Sohn, Pharm.D.(5) | 48,750 | 294,907 | — | 343,657 | | Daniel Spiegelman | 54,076 | 294,907 | — | 348,983 | | Jeffrey Tong, Ph.D.(4) | — | — | — | — |
2025 Director Compensation
| (1) Amounts reflect the full grant date fair value of awards of stock or options granted during the year ended December 31, 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. |
2025 Director Compensation
| (2) The following table sets forth the aggregate number of shares of our common stock subject to outstanding options held by our non-employee directors as of December 31, 2025: |
2025 Director Compensation
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Board of Directors and Corporate Governance |
2025 Director Compensation
| Name | Number of shares Underlying Options Held as of December 31, 2025 | | Charles Homcy, M.D. | 196,402 | | Hervé Hoppenot | 36,000 | | Nancy C. Andrews, M.D., Ph.D. | 53,534 | | Alan Colowick, M.D., M.P.H. | — | | Neil Exter | 34,000 | | Jonathan Lim, M.D. | 32,790 | | Richard Scheller, Ph.D. | 40,899 | | Sekar Kathiresan, M.D. | 29,772 | | Catherine Angell Sohn, Pharm.D. | 53,534 | | Daniel Spiegelman | 53,534 | | Jeffrey Tong, Ph.D. | — |
2025 Director Compensation
(3) These amounts reflect compensation that Drs. Homcy and Scheller received for consulting services provided to the Company. (4) Director resigned from our board of directors upon the closing of our initial public offering in February 2025. (5) Director will not stand for re-election at the Annual Meeting. (6) Dr. Kathiresan resigned from our board of directors in November 2025. In connection with his resignation, our board of directors approved the acceleration of vesting of 2,252 shares of unvested outstanding stock options held by Dr. Kathiresan. The incremental fair value computed as of the modification in accordance with Topic ASC 718, was $25,809 and is reflected in the grant date fair value of stock option awards granted for the year ended December 31, 2025.
2025 Director Compensation
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Board of Directors and Corporate Governance |
2025 Director Compensation
PROPOSAL NO. 1:
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS Our board of directors is divided into three staggered classes of directors. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. The directors in Class I will stand for election at this Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively. Neil Exter and Catherine Angell Sohn, Pharm. D., will not stand for re-election at the Annual Meeting.
Nominees for Director
Nominees for Director At the recommendation of our nominating and corporate governance committee, our board of directors proposes that Jason Coloma, Ph.D. and Neil Kumar, Ph.D. be elected at the Annual Meeting, with each to serve as a Class I director for a three-year term expiring at our 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, retirement or removal. The director nominees are the current Class I directors of our board of directors. For more information concerning the nominees, see the section titled “Board of Directors and Corporate Governance—Director Nominees for Election at Annual Meeting.” If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. The nominees have consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.
Summary Compensation Table (2025 and 2024)
Summary Compensation Table (2025 and 2024) The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by or paid to our named executive officers for the years ended December 31, 2025 and 2024.
Summary Compensation Table (2025 and 2024)
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($) | Total ($) | | Jason Coloma, Ph.D. | 2025 | 629,167 | — | 2,367,000 | ⸻ | 457,600 | 4,500 | 3,458,267 | | Chief Executive Officer | 2024 | 527,262(3) | — | — | 5,022,982(4) | 280,500 | 4,500 | 5,835,244 | | Harold Bernstein, M.D., Ph.D. | 2025 | 548,333 | — | 946,800 | ⸻ | 321,750 | 4,500 | 1,821,383 | | President, Research and Development and Chief Medical Officer | 2024 | 526,667 | — | — | 1,634,665 | 233,000 | 4,500 | 2,398,832 | | Misbah Tahir | 2025 | 164,773(5) | 50,000(6) | ⸻ | 3,659,110 | 86,667(5) | 3,500 | 3,964,050 | | Chief Financial Officer | | | | | | | | |
Summary Compensation Table (2025 and 2024)
| (1) Represents the grant date fair value of restricted stock units (“RSUs”) and stock options awarded during the year ended December 31, 2025 as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs and stock options are set forth in Note 7 to our financial statements included in the Annual Report. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by each named executive officer from the options. |
Summary Compensation Table (2025 and 2024)
| (2) For additional information regarding the non-equity incentive plan compensation, see the section entitled “Annual Bonuses.” |
Summary Compensation Table (2025 and 2024)
| (3) During fiscal year 2024, we implemented an annual accrual cap in our vacation policy for all of our eligible employees, including our executive officers. Dr. Coloma’s salary includes the resulting payment of $20,595 for accrued paid time off in excess of the cap. |
Summary Compensation Table (2025 and 2024)
| (4) Amount excludes the fair value of an award with vesting subject to the achievement of performance conditions that were not deemed probable as of the grant date. The award had a maximum fair value of $405,000 as computed in accordance with FASB ASC Topic 718 as of the grant date. The performance conditions were subsequently achieved in 2025. |
Summary Compensation Table (2025 and 2024)
| (5) Amount prorated based on Mr. Tahir’s September 2, 2025 employment commencement date. |
Summary Compensation Table (2025 and 2024)
| (6) Amount represents a signing bonus paid to Mr. Tahir in connection with the commencement of his employment with the Company, and is subject to repayment if Mr. Tahir resigns within one year of his start date. |
Summary Compensation Table (2025 and 2024)
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Executive Compensation |
Outstanding Equity Awards at 2025 Year-End Table
Outstanding Equity Awards at 2025 Year-End Table The following table provides information on outstanding equity awards held by our Named Executive Officers as of December 31, 2025:
Outstanding Equity Awards at 2025 Year-End Table
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date(1) | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | 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 (#)(2) | | Jason Coloma | 2/2/2021(3)(4) | 679,390 | ⸻ | 10.42 | 2/1/2031 | | | | | 3/17/2022(3)(5) | 89,463 | 3,888 | 10.42 | 3/16/2032 | | | | | 3/9/2023(3)(6) | 55,626 | 25,278 | 10.42 | 3/8/2033 | | | | | 3/9/2023(3)(7) | 51,861 | ⸻ | 10.42 | 3/8/2033 | | | | | 4/23/2024(3)(8) | 35,406 | 45,498 | 10.42 | 4/22/2034 | | | | | 12/9/2024(9) | 120,348 | 361,033 | 10.42 | 12/8/2034 | | | | | 9/22/2025(10) | ⸻ | ⸻ | ⸻ | ⸻ | 100,000 | 4,143,000 | | Harold Bernstein | 10/27/2022(3)(11) | 261,702 | 80,705 | 10.42 | 10/26/2032 | | | | | 4/24/2024(3)(8) | 11,347 | 14,583 | 10.42 | 4/23/2034 | | | | | 12/9/2024(9) | 35,525 | 106,576 | 10.42 | 12/8/2034 | | | | | 9/22/2025(10) | ⸻ | ⸻ | ⸻ | ⸻ | 40,000 | 1,657,200 | | Misbah Tahir | 9/2/2025(12) | ⸻ | 325,000 | 15.32 | 9/1/2035 | | |
Outstanding Equity Awards at 2025 Year-End Table
| (1) All outstanding awards granted prior to February 2025 were granted under our 2019 Equity Incentive Plan (the “2019 Plan”). All outstanding awards granted after February 2025 were granted under our 2025 Equity Incentive Plan (the “2025 Plan”). |
Outstanding Equity Awards at 2025 Year-End Table
| (2) Based on the closing price of our common stock on December 31, 2025, the last trading date of 2025, of $41.43 per share. |
Outstanding Equity Awards at 2025 Year-End Table
| (3) This option was subject to repricing in December 2024. The repricing reduced the exercise price per share of such options to $10.42, the fair market value of our common stock as determined by our board of directors on the date of the repricing. |
Outstanding Equity Awards at 2025 Year-End Table
| (4) Vests monthly over the four-year period starting on February 1, 2021, subject to continued service through such date. |
Outstanding Equity Awards at 2025 Year-End Table
| (5) Vests monthly over the four-year period starting on February 1, 2022, subject to continued service through such date. |
Outstanding Equity Awards at 2025 Year-End Table
| (6) Vests monthly over the four-year period starting on March 1, 2023, subject to continued service through such date. |
Outstanding Equity Awards at 2025 Year-End Table
| (7) 100% of the shares subject to the option would vest in the event (i) our stock price is equal to or greater than $38.57 per share (as may be adjusted for stock splits) on average over a 20-day trading period or (ii) if we are acquired at a stock price equal or greater than $38.57 per share (as may be adjusted for stock splits), in each case subject to the grantee’s continued service to the company through the vesting date (the “Performance Goal”). If the Performance Goal were not achieved within four years of the grant date, the option would terminate. The Performance Goal was satisfied based on the Company’s average stock price over the 20 trading days ended December 17, 2025, and this option became fully vested as of that date. |
Outstanding Equity Awards at 2025 Year-End Table
| (8) Vests monthly over the four-year period starting on March 1, 2024, subject to continued service through such date. |
Outstanding Equity Awards at 2025 Year-End Table
| (9) Vests monthly over the four-year period starting on December 1, 2024, subject to continued service through such date. |
Outstanding Equity Awards at 2025 Year-End Table
| (10) Vests as to one-half of the total award on September 1, 2026 and September 1, 2027, subject to continued service through each date. |
Outstanding Equity Awards at 2025 Year-End Table
| (11) Vests as to a quarter of the shares on the one-year anniversary of October 3, 2022, and thereafter vests monthly over three years, in each case subject to continued service on each vesting date. |
Outstanding Equity Awards at 2025 Year-End Table
| (12) Vests as to a quarter of the shares on the one-year anniversary of September 2, 2025, and thereafter vests monthly over three years, in each case subject to continued service on each vesting date. |
Outstanding Equity Awards at 2025 Year-End Table
| | Maze Therapeutics, Inc. | 2026 Proxy Statement Executive Compensation |