DEF 14A of Tango Therapeutics, Inc., Apr 17, 2026

DEF 14A of Tango Therapeutics, Inc.

Filed Apr 17, 2026 · FY20250001193125-26-160287

Open on EDGAR

  1. Proposal No. 1 - Election of Class II Directors

    Proposal No. 1 - Election of Class II Directors You are being asked to vote on the election of three Class II Directors (Malte Peters, M.D., Kanishka Pothula, and Mace Rothenberg, M.D.) to our board of directors.

  2. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of eight members. In accordance with the terms of our charter and bylaws, our board of directors is divided into three classes – Class I, Class II and Class III – with members of each class serving staggered three-year terms. Three directors have been nominated for election at the Annual Meeting to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified. In the event that a nominee is unable to serve as a director, the shares represented by the proxy will be voted for such other candidate, if any, as may be nominated by the board of directors to replace such nominee. All nominees have consented to be named in the proxy statement and have indicated their intent to serve if elected. The board of directors has no reason to believe that any of the nominees will be unable to serve. Pursuant to our bylaws, directors are elected by plurality vote in uncontested director elections such as this one. The number of candidates for election as Class II Directors at the Annual Meeting is the same as the number of Class II Directors to be elected at the Annual Meeting. Therefore, this is an uncontested election and the directors will be elected by the affirmative vote of a plurality of the votes properly cast by the shares present or represented and entitled to vote at the Annual Meeting, in person or by proxy. The nominees for election as director are those identified in this proxy statement. The following table presents our current directors, their respective term on the board of directors, ages and positions as of April 7, 2026. Director service dates in the table below and elsewhere in this proxy statement reflect the periods such director commenced director service with Tango, including if such services commenced prior to the completion of the Business Combination (as described below).

  3. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    | Name | Age | Position | Served as a Director Since | | Class II Directors with terms that will expire at the Annual Meeting | | | | | Malte Peters, M.D. | 63 | President, Chief Executive Officer and Director | September 2018 | | Kanishka Pothula | 41 | Director | November 2023 | | Mace Rothenberg, M.D. | 69 | Director | March 2021 | | Class III Directors with terms that will expire at the 2027 Annual Meeting | | | | | Alexis Borisy | 54 | Director, Lead Independent Director | March 2017 | | John Ketchum | 70 | Director | August 2023 | | Barbara Weber, M.D. | 69 | Executive Chairman | March 2017 | | Class I Directors with terms that will expire at the 2028 Annual Meeting | | | | | Lesley Ann Calhoun | 60 | Director | March 2021 | | Sung Lee | 55 | Director | January 2026 |

  4. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

  5. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors Our board of directors has nominated Malte Peters, M.D., Kanishka Pothula, and Mace Rothenberg, M.D. for election as Class II Directors to serve for a three-year term ending at the 2029 annual meeting of stockholders and until their successors are elected and qualified. Each of the nominees is a current member of our board of directors and has consented to serve if elected.

  6. GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

    GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

  7. Our Board of Directors

    Our Board of Directors On August 10, 2021, BCTG Acquisition Corp., a Delaware corporation, or BCTG, consummated a business combination, or Business Combination, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 13, 2021, by and among BCTG, BCTG Merger Sub Inc., a Delaware corporation, and Tango Therapeutics, Inc. (now known as Tango Therapeutics Sub, Inc., which we refer to as “Tango” in this proxy statement prior to the closing of the Business Combination). Upon the consummation of the Business Combination, our board of directors was divided into three staggered classes of directors, with each director assigned to one of the three classes. At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the Annual Meeting for the Class II Directors, at the annual meeting of stockholders to be held during the year 2027 for Class III Directors, and at the annual meeting of stockholders to be held during the year 2028 for Class I Directors. Lesley Ann Calhoun and Sung Lee currently serve as our Class I Directors, Malte Peters, M.D., Mace Rothenberg, M.D. and Kanishka Pothula currently serve as our Class II Directors and Alexis Borisy, John Ketchum and Barbara Weber, M.D. currently serve as our Class III Directors. Our charter and bylaws provide that the number of directors shall be fixed solely and exclusively by a resolution adopted from time to time by our board of directors.

  8. Class II Director Nominees for Election for a Three-Year Term Ending at the 2029 Annual Meeting

    Class II Director Nominees for Election for a Three-Year Term Ending at the 2029 Annual Meeting Malte Peters, M.D., has served as our Chief Executive Officer, or CEO, and President since January 2026 and on our board of directors since September 2018. Dr. Peters served as Chief Executive Officer of Hookipa Pharma, Inc., or Hookipa, a clinical stage biopharmaceutical company, from July 2024 to January 2026, and currently serves as a Managing Director. Dr. Peters served on the board of directors of Hookipa from December 2022 to January 2026 and also served as an interim Senior Clinical Advisor at Hookipa from November 2023 to July 2024. From March 2020 to December 2022, Dr. Peters served as Chief Research and Development Officer of MorphoSys AG (formerly FSE: MOR), a biopharmaceutical company that was acquired by Novartis in 2024, and prior to that, served as its Chief Development Officer and member of its management board since March 2017. Prior to his time at MorphoSys, Dr. Peters served as the Global Head of Clinical Development of the Biopharmaceuticals Business Unit at Sandoz International. From 2004 to 2015, he served as Clinical Head and Site Head for Basel and East Hanover in the Department of Oncology Translational Medicine at Novartis. Dr. Peters has also held teaching appointments in Internal Medicine and Biochemistry at the University of Mainz, Germany, served as Research Scientist at the Amgen Research Institute in Toronto, Canada, as Director of Cancer Research at Merck KGaA and as Medical Director at Micromet AG. Dr. Peters received his Doctor of Medicine from the Freie Universität Berlin, Germany, and was trained at the Universities of Padova, Italy, and Bochum and Berlin, Germany. After scientific work at different universities, he habilitated in Internal Medicine at the University of Mainz, Germany. We believe Dr. Peters’ position as our CEO and President, as well as his leadership skills and extensive knowledge of the biotechnology industry, make him qualified to serve on our board of directors. Mace Rothenberg, M.D., has served on our board of directors since March 2021. Dr. Rothenberg has served as President and Executive Director of the Museum of Medicine and Biomedical Discovery, a 501(c)3, not-for-profit organization, since September 2022. He was previously at Pfizer, Inc., a pharmaceutical company, where he served as Chief Medical Officer and Head of Worldwide Medical and Safety from 2019 to 2021, Chief Development Officer for Oncology from 2016 to 2018, and Senior Vice President for Clinical Development and Medical Affairs for Pfizer Oncology from 2008 to 2016. Prior to joining Pfizer, Dr. Rothenberg spent 25 years in academia, serving on the faculties of the University of Texas Health Science Center - San Antonio and Vanderbilt University Medical Center. Dr. Rothenberg is a fellow of the American College of Physicians, the American Society of Clinical Oncology, the New York Academy of Medicine and is board-certified in Internal Medicine and Medical Oncology. Dr. Rothenberg has been a member of the board of directors of Surrozen, Inc. (NASDAQ: SRZN), a biotechnology company discovering and developing drug candidates to selectively modulate the Wnt pathway, since May 2021, Aulos Bioscience, a privately-held immuno-oncology company, since March 2021, and Chiara Biosciences, a privately-held targeted protein degrader company, since February 2022. Dr. Rothenberg received his B.A. from the University of Pennsylvania, his M.D. from the New York University School of Medicine, and completed his residency in Internal Medicine at Vanderbilt University and his fellowship in Medical Oncology at the National Cancer Institute. We believe Dr. Rothenberg’s industry experience and life science expertise make him qualified to serve on our board of directors. Kanishka Pothula has served as a member of our board of directors since November 2023. Mr. Pothula joined Nextech Ventures (US), an affiliate of Nextech Invest, in March 2023 and currently serves as a Managing Partner. Prior to joining Nextech Ventures (US), Mr. Pothula spent eleven years at BVF Partners, a biotechnology-focused hedge fund, where he served various roles throughout his tenure, most recently as Managing Partner. Mr. Pothula holds a M.S. in biotechnology from Georgetown University and a B.S. in bioengineering from the University of California, San Diego. We believe that Mr. Pothula’s extensive experience in finance and the life sciences industry make him qualified to serve on our board of directors.

  9. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    Class III Directors Continuing in Office Until the 2027 Annual Meeting Alexis Borisy has served as a member of our board of directors since our founding in 2017 and was the chairman of our board of directors from August 2021 until January 2026. Mr. Borisy is the co-founder and operating chairman of Curie.Bio, a new model for venture in biotech. In 2022, Mr. Borisy co-founded IDRx, Inc., a biopharmaceutical company that was acquired by GlaxoSmithKline LLC in February 2025). Also in 2022, Mr. Borisy became a director of Nextech Invest, a Swiss-based venture firm, and transitioned to Chairman in 2023. From June 2019 to November 2023, Mr. Borisy served as Chief Executive Officer and Chairman of EQRx, Inc. (formerly NASDAQ: EQRX), a biotechnology company, which was acquired by Revolution Medicines. From 2010 to June 2019, Mr. Borisy was a partner at Third Rock Ventures, a series of venture capital funds investing in life science companies. Mr. Borisy co-founded Blueprint Medicines Corporation (NASDAQ: BPMC), a biopharmaceutical company, and served as its Interim Chief Executive Officer from 2013 to 2014 and as a member of its board of directors from 2011 until its acquisition by Sanofi in July 2025. Mr. Borisy co-founded Foundation Medicine, Inc. and served as its Interim Chief Executive Officer from 2009 to 2011 and served as a member of its board of directors from 2009 to July 2018, until its acquisition by Roche. In addition, during the past five years Mr. Borisy has served as a member of the board of directors of Relay Therapeutics, Inc. (NASDAQ: RLAY) and Revolution Medicines, Inc. (NASDAQ: RVMD) since April 2015 and November 2014, respectively. He previously served on the board of directors of Magenta Therapeutics, Inc. (previously NASDAQ: MGTA), a publicly traded biotechnology company, prior to its acquisition by Dianthus Therapeutics, Inc., from June 2015 to June 2022 and Editas Medicine, Inc. (NASDAQ: EDIT) from November 2013 to March 2018. Mr. Borisy received an A.B. in Chemistry from the University of Chicago and an A.M. in Chemistry and Chemical Biology from Harvard University. We believe Mr. Borisy’s extensive experience as an executive of, and working with and serving on the boards of directors of, multiple biopharmaceutical and life sciences companies and his experience working in the venture capital industry provide him with the qualifications and skills necessary to serve as a member of our board of directors. John Ketchum has served as a member of our board of directors since August 2023. Since 2018, Mr. Ketchum has operated Bonnieview Consulting, LLC, a consulting agency that provides strategic and business services to pharmaceutical and biotech companies from research and development to full commercialization stages. In 2019, Mr. Ketchum founded, and continues to provide advisory services to, CureLeads, a company that operates in the Middle East/North Africa providing a range of services for biomedical firms commercializing specialty drugs in the region. From 1996 to 2017, Mr. Ketchum held various positions at Novartis International AG, including as Senior Vice President, Region Head, Emerging Growth Markets from 2014 to 2017 and Senior Vice President, Region Head, Latin America, from 2014 to 2017. Mr. Ketchum serves as an advisor and the Chairman of the Board of Ernest Pharmaceuticals LLC, a privately held oncology company. Mr. Ketchum received his B.A. from Hamilton College and his M.B.A. from the University of North Carolina at Chapel Hill. We believe Mr. Ketchum's industry experience and life science expertise, including his extensive work in commercializing pharmaceuticals in the U.S. and in international markets, make him qualified to serve on our board of directors. Barbara Weber, M.D. has served as our Executive Chairman since January 2026. Previously, she was our founding President and Chief Executive Officer from March 2017 to January 2026. Dr. Weber was a Venture Partner at Third Rock Ventures from March 2015 until June 2022, during which time she led the formation of the Company. Previously, Dr. Weber served as Senior Vice President, Oncology Translational Medicine, Novartis from 2009 to 2015, Vice President, Oncology, GSK plc from 2005 to 2009 and Professor, Medicine and Genetics, University of Pennsylvania from 1994 to 2005. Dr. Weber has served on the board of directors of FOG Pharma, a private biopharmaceutical company, since October 2018 and ITM Isotope Technologies Munich, or ITM, a radiopharmaceutical biotechnology company, since April 2025. Dr. Weber previously served as a director of Revolution Medicines, Inc. (NASDAQ: RVMD), a biotechnology company, from April 2018 to June 2025 and OPY Acquisition Corp. I (NASDAQ: OHAA), a special purpose acquisition company. Dr. Weber received a B.S. in Chemistry and an M.D. from the University of Washington, was a resident in internal medicine at Yale University and fellow in Medical Oncology at the Dana Farber Cancer Institute. We believe Dr. Weber is qualified to serve on our board based on her long tenure as our President and Chief Executive Officer, her deep knowledge of the Company, her leadership experience and her extensive experience in the biopharmaceutical industry.

  10. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    Class I Directors Continuing in Office Until the 2028 Annual Meeting Lesley Ann Calhoun has served as a member of our board of directors since March 2021. Since June 2020, Ms. Calhoun has served as Executive Vice President and Chief Financial Officer at Aligos Therapeutics, Inc., a clinical stage biopharmaceutical company; in January 2025, she was also appointed Chief Operating Officer. From August 2016 to June 2020, Ms. Calhoun served as Senior Vice President of Finance & Administration and Chief Accounting Officer at Global Blood Therapeutics, Inc. From January 2013 to September 2015, Ms. Calhoun served as Vice President of Finance at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, which was acquired by Horizon Pharma plc, a biopharmaceutical company, in May 2015. Ms. Calhoun served as Senior Director of Finance and Corporate Controller at Theravance, Inc., a biopharmaceutical company, from August 2005 to January 2013. Prior to Theravance, Ms. Calhoun held various senior finance positions of increasing responsibility where she oversaw all aspects of finance and accounting operations for U.S. and multinational, publicly-traded and pre-IPO stage technology companies and companies in the biopharmaceutical industry. Earlier in her career, Ms. Calhoun was a member of the audit practice of Deloitte & Touche LLP from 1989 to 2001. Ms. Calhoun holds a B.S. in business administration with a concentration in accounting from San Francisco State University and is a Certified Public Accountant (inactive). We believe that Ms. Calhoun’s financial and accounting expertise and her experience in the finance and life sciences industries qualify her to serve as a member of our board of directors. Sung Lee has served as a member of our board of directors since January 2026. Mr. Lee has served as Executive Vice President and Chief Financial Officer of Cytokinetics Incorporated (NASDAQ: CYTK), a late-stage biopharmaceutical company, since May 2024. Prior to Cytokinetics, Mr. Lee was the Chief Financial Officer at Vir Biotechnology, Inc. (NASDAQ: VIR), a clinical-stage immunology company, from March 2023 to May 2024, MorphoSys AG from February 2021 to March 2023, and Sangamo Therapeutics, Inc. (NASDAQ: SGMO), a clinical-stage biotechnology company, from October 2019 to February 2021. He also spent 14 years at Gilead Sciences, Inc. (NASDAQ: GILD), a research-based biopharmaceutical company, where he served in roles of increasing responsibility and scope, including Senior Vice President, Financial Planning & Analysis and Investor Relations. Mr. Lee began his career in the tax advisory business at PwC. Mr. Lee received a bachelor’s degree in economics from the University of California, Irvine and a Master of Business Taxation degree from the University of Southern California. We believe Mr. Lee is qualified to serve on our board of directors because of his deep financial expertise and industry experience.

  11. Compensation Elements

    | Compensation Element | Purpose | Features | | Base salary | To attract, motivate and retain individuals with superior executive talent. | Fixed component of compensation to provide financial stability, reflecting an individual's skill sets, experience, roles and responsibilities. | | Annual performance-based cash bonus | To motivate and reward employees for achieving annual, short-term performance goals linked to the Company's growth and success which are intended to help drive the enhancement of stockholder value, as well as to facilitate executive retention. | Variable component of pay based on annual quantitative and qualitative achievement of pre-determined corporate performance goals and, in the case of NEOs other than our CEO, the achievement of pre-determined individual performance goals | | Equity incentive compensation | To align the interests of our NEOs with those of our stockholders through long-term incentives linked to the Company's stock price performance and to retain and motivate NEOs. | Long-term compensation in the form of stock options and restricted stock units, or RSUs, which we believe aligns executive and stockholder interest and provides incentives for employee retention. |

  12. Compensation Governance Practices

    Compensation Governance Practices The board of directors and compensation committee recognize that implementing best practices with respect to compensation is important to achieving the goals of operating ethically, transparently and with the aim of achieving long-term stockholder value. Therefore, the following are important aspects of our compensation processes, decisions and programs: Independent Compensation Committee. Except for the limited period of time as discussed above under “Corporate Governance – Compensation Committee”, our compensation committee has consisted and currently consists solely of independent directors and they meet in executive session as needed and as required by the committee charter. Independent Compensation Advisor. Our compensation committee engages Pearl Meyer & Partners, LLC, or Pearl Meyer, its own independent compensation advisor, to provide information on compensation developments and trends, peer group analysis related to annual executive compensation decisions and other advice on executive compensation. Pay-for-Performance Guides the Compensation Philosophy. A significant portion of NEO compensation is linked to corporate performance and executive compensation includes a significant long-term equity component, thereby making a substantial portion of each NEO’s total compensation at risk and dependent upon our performance and stock price. This incentive structure motivates our NEOs to take actions that are designed to improve overall Company value and thereby act in the best interests of our stockholders. Further, our long-term equity awards vest over a multi-year period of time, which promotes retention of key talent and mitigates risk. • Use a Balanced Set of Performance Metrics to Underpin Incentives. Our annual bonus plan incorporates a number of important metrics that cover various aspects of our business. We do not rely solely on one or a select few metrics to measure performance. • No Single Trigger Payments on Change in Control. Change in control payments to our NEOs occur only upon a qualifying termination of employment within a set period of time following a change in control, not automatically upon a change in control. • No Tax Gross-Ups. We do not provide for tax gross-ups on equity awards or “golden parachute” payments. • Compensation Clawback. The compensation committee has adopted a compensation recovery policy, in compliance with the SEC and Nasdaq listing rules, that requires that, in the event we restate our financial statements due to material noncompliance with any financial reporting requirement, we will recover any incentive-based compensation received by any current or former executive officer in the three years prior to the date that we are required to restate our financial statements that was in excess of the amount that would have been received based on the restated financial statements. • No Hedging or Pledging of Company Stock. Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our executive officers, directors, employees and certain designated consultants and contractors, including short sales of our securities. Our insider trading policy expressly prohibits purchases or sales of puts, calls or other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership.

  13. Compensation Decision-Making Process

    Compensation Decision-Making Process Role of the Board of Directors and Compensation Committee Our compensation committee oversees the design and implementation of our compensation program for our NEOs and other senior leaders and is primarily responsible for determining the compensation for all of our executive officers and senior leaders. Our compensation committee reviews and discusses management’s proposed compensation with our CEO for all executives other than the CEO. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee then sets the compensation for each NEO other than the CEO and recommends the compensation for the CEO to our board of directors for approval. Our board of directors discusses the compensation committee’s recommendation and ultimately approves the compensation of our CEO without the CEO present. Role of Compensation Consultant Our compensation committee has the authority to engage the services of a consulting firm or other outside advisors to assist it in designing our executive compensation programs and in making compensation decisions. During 2025, the compensation committee continued to retain the services of Pearl Meyer as its external compensation consultant. Pearl Meyer advises on executive compensation matters, including our overall compensation program design and collection of market data to inform our compensation programs for our executive officers and members of our board of directors. It also reviews executives’ contract terms to confirm that such terms are consistent with market information and identifies new trends and developments in executive compensation that the compensation committee should be aware of as it reviews compensation matters. Pearl Meyer reports directly to our compensation committee. As part of the annual compensation review process, our compensation committee assessed Pearl Meyer’s independence for 2025 (consistent with Nasdaq listing standards) and concluded that the engagement of such consultant did not raise any conflicts of interest. Peer Group Companies To evaluate the total compensation of our NEOs, our compensation committee, with guidance from Pearl Meyer, establishes a peer group of publicly traded biotechnology companies based on the following criteria:

  14. Compensation Decision-Making Process

    Our compensation committee reviews our peer group at least annually and updates the peer group as needed. Additionally, due to the nature of our business, we may also compete with larger pharmaceutical companies and prestigious academic and non-profit organizations for executive talent. Our compensation committee believes the compensation practices of our peer group provide us with appropriate benchmarks for evaluating the compensation of our NEOs. In addition to the peer group, the compensation committee also reviews industry and size specific compensation survey data to understand the competitiveness of certain of our NEO compensation opportunities. This information is intended to generally reflect the profile of the companies in our peer group, and is used when the peer group results for a certain role, or set of roles, do not contain a sufficient enough sample to make appropriate comparisons. We refer to the peer group data and the compensation survey data collectively as Market Data.

  15. Non-Equity Incentive Plan Compensation

    Non-Equity Incentive Plan Compensation Our annual cash bonus program is intended to recognize and reward employees for achieving established objectives that are linked to the Company’s growth and success, with the goal of incentivizing our executives to take steps to meet our short-term financial and strategic objectives, thereby establishing the foundation for increasing the Company's intrinsic long-term value. The program rewards performance based on corporate and individual accomplishments (other than with respect to the CEO, whose annual cash bonus is determined solely based on corporate accomplishments). The compensation committee and the board of directors endeavor to deliver a meaningful portion of total target cash compensation in the form of performance-based annual cash incentives. The board of directors and the compensation committee believe that doing so is critical because the opportunity for a meaningful cash award will, together with strong management and accountability, drive executives to individually and collectively achieve and exceed our annual objectives. This approach supports the compensation committee's goal of linking a substantial portion of overall compensation to Company and individual performance. The board of directors established metrics that the compensation committee utilized in connection with the 2025 annual cash bonus program. The board of directors sets goals at the start of each performance year, in consultation with the compensation committee, and then the board of directors tracks actual performance against these goals at each board meeting, with a final assessment occurring at the end of the annual performance year. Our Company performance goals are consistent throughout the organization to ensure there is full alignment and clarity on the critical goals for Tango. The 2025 annual cash bonus program provided for formula-based incentive payments based upon the achievement of certain corporate and individual performance goals and objectives approved by our compensation committee and board of directors. These targets were established in early 2025 and communicated to the executives. Bonuses are targeted at a percentage of the NEO’s base salary, and, to the extent earned, are paid out in the first quarter of the following year. In 2025, the board of directors and the compensation committee determined that it would maintain the bonus targets for Dr. Weber, Ms. Beckman and Dr. Crystal to be consistent with their respective bonus targets in 2024 based on peer group data. The table below sets forth the NEOs’ target annual cash bonus percentages for 2024 and 2025:

  16. Non-Equity Incentive Plan Compensation

    | Name | 2024 Bonus Target (%) | 2025 Bonus Target (%) | | Barbara Weber, M.D. | 60% | 60% | | Daniella Beckman | 40% | 40% | | Adam Crystal, M.D., Ph.D. | 45% | 45% |

  17. Non-Equity Incentive Plan Compensation

    The corporate component of the 2025 annual cash bonus program consisted of the three separate metrics described below that were weighted as described below. • Target and Drug Discovery - weighted 20%. This target was designed to achieve both near-term program execution and long-term pipeline sustainability by incentivizing our employees to identify, validate, and progress key targets throughout the development pipeline. Clinical Development - weighted 50%. The board of directors recognizes the importance of clinical development to the organization's current and future success and accordingly assigned 50% of the corporate weighting to clinical development. This target incorporated meeting vopimetostat monotherapy enrollment goals and timelines, initiating a vopimetostat + RAS inhibitor combination study, initiating planning for our vopimetostat pivotal trial, dosing our first patient in TNG456, and moving TNG961 to the IND-enabling phase of development, among other things. Corporate Strategy - weighted 30%. This target was established to meet our goals of: financing the Company through 2027, achieving a high-quality data release for vopimetostat monotherapy, maintaining strong fiscal discipline by meeting 2025 budget targets, implementing a high-functioning development team, completing planned employee hires, including key development positions, and limiting employee turnover in a competitive environment for talent. The board of directors determined that the overall achievement of the corporate performance metrics for the 2025 annual cash bonus program was 125% of target for all employees, including the NEOs. The following provides a description of the factors that the board of directors and the compensation committee considered in determining achievement of the metrics and the approved level of achievement: • Target Discovery - the goal was achieved at 110% of the target due to identifying and validating sufficient targets and advancing multiple early programs to the next stage of development for drug discovery. • Clinical Development - the goal was achieved at 128% of the target due to meeting clinical development and data disclosure goals for vopimetostat monotherapy and initiating combination clinical trials with RAS inhibitors. Additionally, timelines for TNG456 and TNG961 were achieved. Overall, there was significant achievement of operating three clinical trials during the year, all of which were conducted on or ahead of schedule. • Corporate Strategy- the goal was achieved at 130% of the target due to completing a successful fundraising of $225 million upon the release of the vopimetostat montherapy data, achieving budget goals and hiring key roles for the development organization. The voluntary turnover was slightly above the target goal; however, the board of directors did not view these departures as representative of a systematic cultural issue. As a result of this performance, which exceeded many of the objective goals set for 2025, the bonus payout based on the achievement of such objectives was approved at 125% of target. All final bonus payments to our NEOs are determined by our compensation committee (with the exception of the CEO, whose final bonus payment is determined by the board of directors), which, in each case, retains full discretion to adjust individual actual bonus awards based on the achievement of corporate and individual performance objectives, and may also adjust bonus awards based on other factors in their discretion. The compensation committee allocated 75% of the aggregate 2025 bonus payment to the corporate performance metrics and 25% to individual performance for NEOs other than the CEO, whose final bonus payment is determined solely based on corporate performance and does not have an individual performance allocation. The board of directors determined that since Dr. Weber was responsible for overall corporate performance in 2025, the full amount of her cash bonus payment should be determined by reference to corporate performance relative to the metrics set by the board of directors, and not take into account any individual performance metrics. Individual performance objectives used for the other NEOs are generally related to such NEO’s performance in his or her area of responsibility and his or her contributions to Tango, as well as embodying and living the Company's core cultural values (which includes team building and contributions, investing time in developing leaders and modeling diligence and professionalism in interactions with colleagues). The individual objectives assigned in 2025 to our NEOs other than our CEO were as follows: • Daniella Beckman: Ms. Beckman was assigned objectives related to: (i) financing the Company to extend the cash runway through future value creation milestones; (ii) leading engagement with investors and the scientific community to enhance Tango's visibility to highlight progress achieved; (iii) leading the capital allocation of priority assets to meet budget goals; and (iv) ensuring the continued evolution and excellence of the finance, business development, communications, information systems and facilities functional capabilities and processes to meet the needs of the Company. For 2025, the compensation committee determined that Ms. Beckman achieved the combined performance metrics (i.e., corporate and individual metrics, including individual performance related to the Company's core values, at 121.25% of target). • Adam Crystal, M.D., Ph.D.: Dr. Crystal was assigned objectives related to (i) the continued advancement of the research and development pipeline, (ii) expanding and building the development organization and governance process to manage multiple clinical trials as well as plan for pivotal trials, (iii) driving our clinical organization to enroll patients in clinical trials and execute on preparation for multiple monotherapy and combination trials for vopimetostat, TNG456 and TNG260 and (iv) leading the execution on data disclosures for monotherapy vopimetostat and TNG260. For 2025, the compensation committee determined that Dr. Crystal achieved the combined performance metrics at 121.25% of target. The following table reflects the target bonus as a percentage of base salary, the cash bonus payment at target and the actual bonus payout for each of our NEOs.

  18. Non-Equity Incentive Plan Compensation

    | Name | 2025 Bonus Target (%) | 2025 Bonus Target ($) | Actual 2025 Bonus ($) | | Barbara Weber, M.D. | 60% | 419,400 | 524,250 | | Daniella Beckman | 40% | 201,334 | 244,117 | | Adam Crystal, M.D., Ph.D. | 45% | 265,128 | 321,468 |

  19. Equity Incentive Compensation

    Equity Incentive Compensation Our equity incentive awards granted to our NEOs are designed to align their interests with those of our stockholders, and to retain and motivate our NEOs. We use a combination of stock options and RSUs as the key components of our long-term equity package awarded to our NEOs. Stock options provide a meaningful incentive for our NEOs to increase shareholder value, as the awards will only have value to the NEO if our stock price increases relative to the stock option’s exercise price, which exercise price is set at the fair market value of our common stock on the date of grant. We view RSUs as a valuable component of the overall compensation package for a number of reasons, including the fact that RSUs can provide value to executives and employees in a volatile market, and we can grant fewer RSUs than shares underlying options at an equivalent grant date fair value, which minimizes the dilution to our existing stockholders. Further, both stock options and RSUs foster retention among our NEOs that translates to management continuity, which is important for our Company in meeting and exceeding our corporate objectives. The compensation committee has determined that one RSU for every two shares of stock subject to a stock option award (a 2:1 ratio) is the best ratio for our organization at this time. Along with the 2025 cash bonus program, stock options and RSUs are a critical component of the variable portion of overall compensation that is designed to reward NEO performance. Equity awards encourage our executives to focus on those corporate actions that drive increases in long-term value as reflected in our stock price. Further, the four-year option vesting schedule and three-year RSU vesting schedule encourage executives to remain employed by the Company for an extended period. RSUs, which accounted for a minority of the total annual equity package granted to each of our executives and employees in 2025, incentivize a focus on long-term value and stockholder interests even when market conditions may cause stock prices to decrease and further our objectives of retaining and motivating employees in a competitive market. We grant equity awards at such times as our board of directors or compensation committee determines appropriate. The Company's equity incentive program is reviewed on an annual basis by our compensation committee (usually in November or December of the year preceding the year in which grants are made) to analyze and confirm that the equity component of the compensation program is achieving its objectives to reward long-term performance and motivate and retain our NEOs. Our compensation committee reviews and determines the appropriate equity awards in order to align such awards with our business needs, our pay-for-performance philosophy and the practices of our peer group. The actual awards granted to each NEO differ based on criticality and impact of the job on the Company, individual performance results, potential future expected contributions, skills, market competitiveness and other factors that the compensation committee determines necessary in order to advance the goals of our compensation philosophy. Our executives generally are awarded an initial equity grant in connection with their commencement of employment with us. Additional grants may be made periodically in order to specifically incentivize executives with respect to achieving corporate goals or to reward certain performance. Our stock options typically vest as to 25% of the underlying shares on the first anniversary of the vesting commencement date and in 36 equal monthly installments over the following three years, subject to the holder’s continued service relationship with us. All options are granted with an exercise price that is no less than the fair market value of our common stock on the date of such grant of such award. Our RSUs typically vest in three equal annual installments, subject to the holder’s continued service relationship with the Company. From time to time, the board of directors or compensation committee may also use alternative vesting schedules as it determines are appropriate to motivate particular employees. The table below sets forth the equity awards granted to our named executive officers in 2025:

  20. Equity Incentive Compensation

    | Name | Number of Shares Underlying Stock Options Granted in 2025 | Number of Shares Underlying Stock Awards Granted in 2025 | | Barbara Weber, M.D. | 635,250 | 105,875 | | Daniella Beckman | 156,713 | 26,119 | | Adam Crystal, M.D., Ph.D. | 318,090 | 53,015 |

  21. Equity Award Grant Practices

    Equity Award Grant Practices The Company has an Equity Grant Award Policy to standardize the process of granting equity in accordance with applicable legal and regulatory requirements, and to enhance its internal controls. Under this policy, equity awards to the Company's employees, including NEOs, are typically approved by the board of directors, the compensation committee, or its/their delegate and granted on an annual basis on a predetermined date in the month of February. Equity grants to certain newly hired employees or promoted individuals, including executive officers, are made on the first trading day of each month following the later of (i) the date on which such individual's employment begins or promotion occurs or (ii) the date on which such grant is approved by the board of directors, the compensation committee, or its/their delegate(s). It is the Company's policy to not purposely accelerate or delay the release of material nonpublic information in consideration of a pending equity award in order to allow the grantee to benefit from a more favorable stock price. During the year ended December 31, 2025, none of our NEOs was granted an equity award during the period beginning four business days before, and ending one business day after, the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information.

  22. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards to employees and directors. ASC Topic 718 requires companies to measure the compensation expense for all share-based awards, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers or directors may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their statements of operations over the period that an employee or director is required to render service in exchange for the option or other award. The compensation committee considers the impact of ASC Topic 718 when making stock-based compensation awards.

  23. Fiscal Year 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Barbara Weber, M.D.(4) | 2025 | 697,950 | — | 308,096 | 1,275,328 | 524,250 | 18,368(5) | 2,823,992 | | Executive Chairman | 2024 | 659,996 | — | 1,070,423 | 4,345,288 | 447,477 | 18,016 | 6,541,200 | | | 2023 | 625,997 | — | 465,634 | 1,885,613 | 396,576 | 17,238 | 3,391,059 | | Daniella Beckman | 2025 | 502,877 | — | 76,006 | 314,617 | 244,117 | 18,158(6) | 1,155,775 | | Former Chief Financial Officer | 2024 | 486,314 | — | 483,992 | 1,964,682 | 213,492 | 17,810 | 3,166,290 | | | 2023 | 441,777 | — | 170,778 | 691,570 | 209,999 | 8,620 | 1,522,744 | | Adam Crystal, M.D., Ph.D.(7) | 2025 | 588,638 | — | 154,274 | 638,597 | 321,468 | 18,103(8) | 1,721,080 | | President of Research and Development | 2024 | 569,250 | — | 572,236 | 2,322,915 | 297,149 | 15,768 | 3,777,318 | | | 2023 | 454,808 | 275,000 | 422,500 | 1,710,930 | 242,787 | 4,621 | 3,110,646 |

  24. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding all outstanding equity awards held by each of our NEOs as of December 31, 2025.

  25. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Barbara Weber, M.D. | 1/24/2019 | 1/1/2019 | 219,151 | —(4) | 1.53 | 1/23/2029 | — | — | | | 1/30/2020 | 1/1/2020 | 219,150 | —(4) | 1.65 | 1/29/2030 | — | — | | | 1/28/2021 | 1/1/2021 | 1,284,065 | —(4) | 3.50 | 1/27/2031 | — | — | | | 8/12/2021 | 8/12/2021 | 961,404 | —(4) | 9.56 | 8/11/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 611,979 | 13,021(4) | 9.22 | 1/31/2032 | — | — | | | 3/1/2023 | 1/1/2023 | 391,761 | 145,512(4) | 5.20 | 2/28/2033 | 29,849(7) | 264,462 | | | 2/1/2024 | 1/1/2024 | 250,609 | 272,403(4) | 12.28 | 1/31/2034 | 58,112(8) | 514,872 | | | 2/3/2025 | 1/1/2025 | — | 635,250(4) | 2.91 | 2/2/2035 | 105,875(9) | 938,053 | | Daniella Beckman | 10/18/2019 | 9/10/2019 | 165,433 | —(5) | 1.53 | 10/17/2029 | — | — | | | 1/30/2020 | 11/1/2019 | 55,201 | —(5) | 1.65 | 1/29/2030 | — | — | | | 10/1/2020 | 7/1/2020 | 68,108 | —(5) | 3.21 | 9/30/2030 | — | — | | | 1/28/2021 | 1/1/2021 | 88,151 | —(4) | 3.50 | 1/27/2031 | — | — | | | 8/12/2021 | 8/12/2021 | 380,485 | —(4) | 9.56 | 8/11/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 146,875 | 3,125(4) | 9.22 | 1/31/2032 | — | — | | | 3/1/2023 | 1/1/2023 | 143,682 | 53,369(4) | 5.20 | 2/28/2033 | 10,948(7) | 96,999 | | | 2/1/2024 | 1/1/2024 | 113,310 | 123,165(4) | 12.28 | 1/31/2034 | 26,276(8) | 232,805 | | | 2/3/2025 | 1/1/2025 | — | 156,713(4) | 2.91 | 2/2/2035 | 26,119(9) | 231,414 | | Adam Crystal, M.D., Ph.D. | 3/1/2023(6) | 2/27/2023 | 345,312 | 142,188(4) | 5.20 | 2/28/2033 | 27,083(7) | 239,955 | | | 2/1/2024 | 1/1/2024 | 133,971 | 145,622(4) | 12.28 | 1/31/2034 | 31,066(8) | 275,245 | | | 2/3/2025 | 1/1/2025 | — | 318,090(4) | 2.91 | 2/2/2035 | 53,015(9) | 469,713 |

  26. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Each stock option granted prior to the closing of the Business Combination in August 2021 was granted under our 2017 Stock Option and Grant Plan, or the 2017 Plan. Each stock option and RSU award granted after the closing of the Business Combination was granted pursuant to our 2021 Plan, unless otherwise noted. (2) All of the option awards listed in the table were granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award. For information regarding the valuation of equity awards, see Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 5, 2026. The amounts presented do not correspond to the actual value that may be recognized by the NEO upon vesting or exercise of the stock options or the sale of the shares of common stock underlying such stock options. (3) The market value of the RSU awards is based on the closing price of $8.86 per share of the Company’s common stock on December 31, 2025, the last trading day of the year, as reported on the Nasdaq Global Select Market. (4) These stock options vest as follows: 25% of the shares vest on the first anniversary of the vesting commencement date and the remaining 75% of the shares vest in 36 equal monthly installments thereafter, subject to continued employment with the Company through the applicable vesting date. (5) These stock options vested in equal monthly installments over 48 months following the vesting commencement date, subject to continued employment with the Company through the applicable vesting date. (6) These stock options and RSUs were granted pursuant to our 2023 Inducement Plan. (7) These RSUs vest in equal annual installments over three years on each of February 5, 2024, February 3, 2025 and February 2, 2026, subject to the NEO's continued employment with the Company through the applicable vesting date. (8) These RSUs vest in equal annual installments over three years on each of February 3, 2025, February 2, 2026 and February 1, 2027, subject to the NEO's continued employment with the Company through the applicable vesting date. (9) These RSUs vest in equal annual installments over three years on each of February 2, 2026, February 1, 2027 and February 14, 2028, subject to the NEO's continued employment with the Company through the applicable vesting date.

  27. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, Tango is providing the following information about the relationship between the executive compensation actually paid to our NEOs and certain aspects of our financial performance. The following table sets forth the compensation for our CEO (as of December 31, 2025) and the average compensation for our other NEOs (Non-CEO NEOs), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid”, or CAP, to such individuals, as defined under SEC rules, for each of 2025, 2024, and 2023. The table also provides information on our cumulative total shareholder return, or TSR, the cumulative TSR of the Nasdaq Biotechnology Index and our Net Loss over such years in accordance with SEC rules. As a clinical stage biotech company, we do not use any financial performance measures in our compensation program or for comparison to any corporate goals. For further information concerning our pay for performance philosophy and how we align executive compensation with our performance, please refer to “Executive Compensation.” Pay Versus Performance Table

  28. Pay Versus Performance

    | | | | | | Year-end Value of $100 Invested on 12/31/2022 in: | | | | Year | Summary Compensation Table Total for Dr. Weber ($)(1) | Compensation Actually Paid to Dr. Weber ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3)(4) | TNGX ($) | Nasdaq Biotechnology Index ($) | Net Loss ($ millions) | | 2025 | 2,823,992 | 10,108,655 | 1,438,428 | 4,627,977 | 122.2 | 138.8 | (101.6) | | 2024 | 6,541,200 | (3,076,115) | 3,012,686 | (370,843) | 42.6 | 104.0 | (130.3) | | 2023 | 3,391,059 | 8,141,931 | 2,134,765 | 3,049,295 | 136.6 | 104.6 | (101.7) |

  29. Pay Versus Performance

    (1) Barbara Weber, M.D., served as the Company's PEO from March 2017 to January 2026. (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  30. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | | | Dr. Weber | Average Non-PEO NEOs | Dr. Weber | Average Non-PEO NEOs | Dr. Weber | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $2,823,992 | $1,438,428 | $6,541,200 | $3,012,686 | $3,391,059 | $2,134,765 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(1,583,424) | $(591,747) | $(5,415,711) | $(2,254,684) | $(2,351,247) | $(1,333,526) | | Year-end fair value of unvested awards granted in the current year | $5,751,123 | $2,149,273 | $986,795 | $410,826 | $5,056,057 | $2,353,493 | | Year-over-year difference of year-end fair values for | $2,456,253 | $1,344,825 | $(4,053,246) | $(1,406,563) | $2,709,513 | $263,334 | | unvested awards granted in prior years | | | | | | | | Fair values at vest date for awards granted and vested in current year | $- | $- | $- | $- | $- | $7,153 | | Difference in fair values between prior year-end fair values and vest | $660,711 | $287,199 | $(1,135,153) | $(133,108) | $(663,451) | $(116,446) | | date fair values for awards granted in prior years | | | | | | | | Forfeitures during current year equal to prior year-end fair value | $- | $- | $- | $- | $- | $(259,478) | | Total Adjustments for Equity Awards | $7,284,663 | $3,189,549 | $(9,617,316) | $(3,383,529) | $4,750,872 | $914,530 | | Compensation Actually Paid (as calculated) | $10,108,655 | $4,627,977 | $(3,076,115) | $(370,843) | $8,141,931 | $3,049,295 |

  31. Pay Versus Performance

    (3) The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: - Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/FYE date. - Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. - Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. - Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. - Represents annual dividend yield on each vest/FYE date. (4) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average CAP for the following executives by year: 2025: Daniella Beckman and Adam Crystal, M.D., Ph.D. 2024: Daniella Beckman, Adam Crystal, M.D., Ph.D., and Douglas Barry 2023: Daniella Beckman, Adam Crystal, M.D., Ph.D., and Alan Huang, Ph.D.

  32. Relationship between Compensation Actually Paid and Company Performance Measures

    Relationship between Compensation Actually Paid and Company Performance Measures The following charts show the relationships over the past three years of the CAP for our CEO and Non-CEO NEOs as compared to our cumulative TSR, the cumulative NASDAQ Biotechnology Index TSR, and our net loss.

  33. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION We have adopted an amended and restated non-employee director compensation policy under which each non-employee director receives the following amounts for his or her services on our board of directors. A stock option to purchase 75,000 shares of our common stock and an RSU award covering 12,500 shares of our common stock upon the director’s initial election or appointment to our board of directors. The stock options vest over 36 substantially equal monthly installments over three years from the date of grant and the RSUs vest in three equal annual installments over three years from the date of grant (the specific vesting dates are established by the compensation committee), in each case subject to continued service as a director through the applicable vesting date. • An annual option to purchase 37,500 shares of our common stock and an RSU award covering 6,250 shares of our common stock on the date of the annual meeting for such year. The annual option award vests in 12 substantially equal monthly installments over one year from the date of grant and the annual RSU award vests in its entirety on the earlier of (i) the first anniversary of the date of grant and (ii) the date of the next annual meeting of stockholders, in each case subject to continued service as a director through the applicable vesting date. Directors who were elected in the 12 months preceding the annual grant receive a pro-rated portion of the annual stock option grant and RSU award based on the number of months of time in service on the board of directors. • An annual director fee of $40,000. • If the director serves on a committee of our board of directors or in the other capacities stated below, an additional annual fee as follows: • Non-executive chairperson, $30,000 • Lead independent director, $30,000 • Audit committee chairperson, $20,000 • Audit committee member, $10,000 • Compensation committee chairperson, $15,000 • Compensation committee member, $7,500 • Nomination and governance committee chairperson, $10,000 • Nomination and governance committee member, $5,000 Options granted to our non-employee directors under the non-employee director compensation policy have an exercise price equal to the fair market value of our common stock on the date of grant and will expire not later than ten years after the date of grant. All unvested options and RSU awards held by non-employee members of the board of directors vest in full upon the occurrence of a change in control. In May 2025, the compensation committee revised the non-employee director compensation policy as follows: • The annual cash retainer payable to the audit committee chairperson increased from $15,000 to $20,000. • The annual cash retainer payable to each audit committee member (other than the chairperson) increased from $7,500 to $10,000. • The annual cash retainer payable to the compensation committee chairperson increased from $12,000 to $15,000. • The annual cash retainer payable to each compensation committee member (other than the chairperson) increased from $6,000 to $7,500. Also in May 2025, the board of directors, based on the recommendation of the compensation committee, amended the non-employee director compensation policy to increase the number of: (i) shares underlying stock options granted to non-employee directors upon the director’s initial election or appointment to our board of directors from 60,000 to 75,000; and (ii) RSUs granted to non-employee directors upon the director’s initial election or appointment to our board of directors from 10,000 to 12,500 RSUs. This increase was approved by the board of directors to align director equity compensation with the median equity compensation paid to non-employee directors at our peer companies. In January 2026, the board of directors, based on the recommendation of the compensation committee, further revised the non-employee director compensation policy to increase the annual cash retainer paid to the lead independent director from $15,000 to $30,000.

  34. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table The table below shows the cash fees earned or paid to our non-employee directors, and the stock option awards and RSUs granted to our non-employee directors, during the fiscal year ended December 31, 2025.

  35. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Total ($) | | Alexis Borisy | 79,375 | 21,938 | 90,638 | 191,951 | | John Ketchum(4) | 83,563 | 21,938 | 90,638 | 196,139 | | Kanishka Pothula(5) | — | — | — | — | | Lesley Ann Calhoun | 63,750 | 21,938 | 90,638 | 176,326 | | Mace Rothenberg, M.D. | 57,125 | 21,938 | 90,638 | 169,701 | | Malte Peters, M.D.(6) | 148,315 | 21,938 | 981,128 | 1,151,381 |

  36. 2025 Non-Employee Director Compensation Table

    (1) Amounts represent cash compensation earned or paid in cash to our non-employee directors in 2025. (2) The amounts reported represent the aggregate grant date fair value of stock options and RSUs awarded to our non-employee directors in 2025, calculated in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 5, 2026 for a discussion of assumptions made in determining the aggregate grant date fair value of stock option and RSU awards. The amounts presented do not correspond to the actual value that may be recognized by the applicable director upon vesting or exercise of the stock options or the sale of the shares of common stock underlying such stock options or the vesting of RSUs and the sale of the shares received upon the vesting of the RSUs. (3) The table below shows the aggregate number of shares underlying stock option awards (exercisable and unexercisable) and unvested RSUs held as of December 31, 2025 by each non-employee director who served as a non-employee director during the year ended December 31, 2025:

  37. 2025 Non-Employee Director Compensation Table

    | | Option Awards | Stock Awards | | Name | Shares Subject to Outstanding Options | Shares Subject to Outstanding RSUs | | Alexis Borisy | 276,463 | 6,250 | | John Ketchum | 125,625 | 9,584 | | Kanishka Pothula | — | — | | Lesley Ann Calhoun | 229,925 | 6,250 | | Mace Rothenberg, M.D. | 229,925 | 6,250 | | Malte Peters, M.D. | 413,895 | 6,250 |

  38. 2025 Non-Employee Director Compensation Table

    (4) Mr. Ketchum also received additional cash compensation of $36,438 for consulting services provided to the Company separate from his services as a director in 2025. (5) Mr. Pothula has waived cash and equity compensation retainers for services on the board of directors. (6) Dr. Peters received an additional stock option award to purchase 150,000 shares with an aggregate grant date fair value of $890,490 in November 2025 for consulting services provided to the Company separate from his services as a director. Dr. Peters also received additional cash compensation of $94,065 for consulting services provided to the Company separate from his services as a director in 2025.