DEF 14A of Tyra Biosciences, Inc.
Filed Apr 17, 2026 · FY20250001193125-26-160360
Proposal 1—Election of Directors
Proposal 1—Election of Directors At the Annual Meeting, three (3) Class II directors are to be elected to hold office for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2029 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Habib J. Dable, Susan Moran, M.D., M.S.C.E. and Robert More for re-election as Class II directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Our Amended and Restated Certificate of Incorporation and Bylaws provide that the authorized number of directors shall be fixed from time to time exclusively by resolution adopted by a majority of the Board. We currently have ten (10) authorized directors on our Board, and as of the date of the Annual Meeting we will have nine (9) authorized directors on our Board. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The following table summarizes the class, independence and committee membership of our directors:
Proposal 1—Election of Directors
| Name | Age | Position | Independent | Committee Membership(1) | | CLASS II DIRECTORS—Nominated for Re-election with a Term to Expire at the 2029 Annual Meeting | | | | | | Habib J. Dable | 56 | Director | X | | | Susan Moran, M.D., M.S.C.E. | 56 | Director | X | Compensation (Chair); Science and Technology | | Robert More | 58 | Chairman of the Board | X | Audit; Nominating and Corporate Governance (Chair) | | CLASS III DIRECTORS—Terms to Expire at the 2027 Annual Meeting | | | | | | Melissa McCracken, Ph.D. | 39 | Director | X | Audit; Science and Technology | | Jake Simson, Ph.D. | 40 | Director | X | Nominating and Corporate Governance; Science and Technology (Chair) | | Rehan Verjee | 45 | Director | X | Audit (Chair); Compensation | | CLASS I DIRECTORS—Terms to Expire at the 2028 Annual Meeting | | | | | | Todd Harris, Ph.D. | 46 | President, CEO and Director | | | | Adele M. Gulfo | 63 | Director | X | Compensation | | S. Michael Rothenberg, M.D., Ph.D. | 56 | Director | X | Science and Technology |
Proposal 1—Election of Directors
| (1) Gilla Kaplan, Ph.D. is currently a member of the Nominating and Corporate Governance Committee and the Science and Technology Committee. Her membership on each such committee will end upon the end of her term as a Class II director as of the date of the Annual Meeting. |
Proposal 1—Election of Directors
The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock entitled to vote in the election of directors. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. All of the persons whose names and biographies appear below are currently serving as our directors. Each of our directors brings to the Board significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described below under “Board Qualifications and Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the following paragraphs.
Information Regarding Directors
Information Regarding Directors The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director: Nominees for Election to the Board:
Class II Directors (Terms to Expire at the 2029 Annual Meeting)
Class II Directors (Terms to Expire at the 2029 Annual Meeting) Habib J. Dable has served as a member of our Board since April 2026. Mr. Dable has served as an advisor at RA Capital Management, L.P., an investment manager, since April 2022. Previously, Mr. Dable served as President and Chief Executive Officer of Acceleron Pharma Inc., a biopharmaceutical company, from December 2016 until its acquisition by Merck in November 2021. Prior to joining Acceleron, Mr. Dable held roles of increasing responsibility at Bayer AG beginning in 1994, serving as the President of Pharmaceuticals for Bayer in the U.S. from October 2015 until December 2016. From 2013 to 2015, Mr. Dable served as the Executive Vice President and Global Head of Specialty Medicine for Bayer HealthCare Pharmaceuticals, and from 2010 to 2012, he was the Vice President of Ophthalmology & Global Launch Team Head for EYLEA. Mr. Dable has served as a member of the board of directors of Spyglass Pharma, Inc. since February 2026, Relay Therapeutics, Inc. since November 2025, Day One Biopharmaceuticals, Inc. since January 2024, and PepGen Inc. since September 2022, and he previously served as a member of the board of directors of Millendo Therapeutics, Inc. from September 2018 until January 2021, Blueprint Medicines Corporation (which was subsequently acquired by Sanofi S.A.) from June 2022 to July 2025, Aerovate Therapeutics, Inc. from July 2023 to April 2025, and Albireo Pharma, Inc. (which was subsequently acquired by Ipsen Biopharmaceuticals, Inc.) from August 2022 to March 2023. Mr. Dable holds a bachelor’s degree in business administration and an MBA, each from the University of New Brunswick in Canada. We believe that Mr. Dable’s experience in the life sciences industry and the venture capital industry and his leadership and management experience provide him with the qualifications and skills to serve on our Board. Susan Moran, M.D., M.S.C.E. has served as a member of our Board since May 2024. Dr. Moran served as Chief Medical Officer of RayzeBio, Inc. (acquired by Bristol Myers Squibb in February 2024) from July 2021 to May 2024. Prior to that, from March 2018 to June 2021, Dr. Moran was Chief Medical Officer at QED Therapeutics, Inc., an affiliate of BridgeBio Pharma, Inc., where she oversaw clinical development of infigratinib, leading to approval of Truseltiq. Prior to QED, Dr. Moran was at Puma Biotechnology, Inc. from 2014 to February 2018, contributing to the approval of Nerlynx®. She was Senior Medical Director until December 2016 when her role expanded to Vice President and Head of Clinical Development. Dr. Moran has played roles in the development, registration, and post-marketing support of products for a number of solid tumors, including bile duct, urothelial, and liver cancer, among others, as well as multiple sclerosis, achondroplasia, and other disorders. She is a board-certified internist and has served on the faculty of the University of Pennsylvania School of Medicine and Harvard Medical School. Dr. Moran has served on the boards of directors of BioAtla, Inc. since December 2020 and Crescent Biopharma, Inc. since November 2024. Dr. Moran received her B.A. from the University of Virginia, M.D. from Duke University and M.S. in Clinical Epidemiology from the University of Pennsylvania School of Medicine. We believe that Dr. Moran’s expertise and experience in the life sciences industry, her experience as a director of a biotechnology company and her educational background provide her with the qualifications and skills to serve on our Board. Robert More has served as a member of our Board since November 2018 and our Chairman since March 2019. Since November 2016, Mr. More has served as Managing Director of Alta Partners, a venture capital firm. From July 2013 to May 2015, Mr. More served as Senior Advisor for the Bill and Melinda Gates Foundation and led its Global Health Venture Initiative. He served as a General Partner of venture capital firms Frazier Healthcare Ventures and Domain Associates from September 2008 to June 2013 and from June 1996 to July 2008, respectively. Mr. More currently serves on the board of directors of Vir Biotechnology, Inc, a publicly traded company, and is a member of its audit committee and serves as Chair of its compensation committee. He also currently serves on the boards of directors of the following privately held biotechnology companies: Amplitude Therapeutics; eGenesis Bio; Kelonia Therapeutics; MBrace Therapeutics; SciThera; and Variant Bio, Inc. Mr. More was a founding member of the board of directors of the Kauffman Fellows Program and previously served on the board of directors of One Revolution and The Foundation for Innovative New Diagnostics. He received his Bachelor of Science Degree in Biology from Middlebury College and an MBA from the Darden School of Business Administration at the University of Virginia. We believe that Mr. More is qualified to serve on our Board due to his experience serving on the boards of directors of biotechnology companies, his extensive experience as a director of public companies, and his investment experience in the life sciences industry. Continuing Members of the Board:
Class III Directors (Terms to Expire at the 2027 Annual Meeting)
Class III Directors (Terms to Expire at the 2027 Annual Meeting) Melissa McCracken, Ph.D. has served as a member of our Board since March 2021. Since September 2019, Dr. McCracken has served as a principal and currently as a partner at Nextech Invest Ltd., a venture capital firm focused on precision therapeutics. Prior to Nextech, Dr. McCracken was an associate and then senior associate at Third Rock Ventures, LLC from February 2017 until August 2019, a venture capital firm where she focused on scientific due diligence, partnership development and new company formation in oncology and immunology. At Third Rock Ventures, Dr. McCracken helped build and launch Celsius Therapeutics Inc., a company focused on discovering precision therapeutics for oncology and autoimmune diseases and worked with the founding team from March 2018 to March 2019. Dr. McCracken currently serves as a board member of Alterome Therapeutics, Inc., Airna, Inc., Ambagon Therapeutics, Inc., Alpha-9 Oncology, K36 Therapeutics, Inc. and was previously a board member of A2 Biotherapeutics, Inc., Be Biopharma Inc., ImaginAB Inc. and board observer of ProfoundBio, Inc., Silverback Therapeutics, Inc. and IconOvir Bio, Inc. Dr. McCracken holds a Bachelor of Science in Biochemistry and Molecular Biology from the University of California, Davis and a Ph.D. in Pharmacology from the University of California, Los Angeles. We believe that Dr. McCracken’s expertise and experience in the venture capital industry, her experience as a director of biopharmaceutical companies and her educational background provide her with the qualifications and skills to serve on our Board. Jake Simson, Ph.D. has served as a member of our Board since January 2020. Since December 2020, Dr. Simson has served as partner at RA Capital Management L.P., a multi-stage investment manager dedicated to evidence-based investing in public and private healthcare and life science companies developing drugs, medical devices, and diagnostics. Previously, Dr. Simson served as an associate, analyst and principal at RA Capital Management from July 2013 to December 2020. Dr. Simson has served on the board of directors of Janux Therapeutics, Inc. since March 2021, Bicara Therapeutics Inc. since March 2023 and Septerna, Inc. since June 2023 and currently serves as a director for the following privately held companies: Convergent Therapeutics Inc., Outpace Bio, Inc., Parabilis Medicines, Inc., and Vivace Therapeutics, Inc. Dr. Simson holds his Bachelor of Science in Materials Science and Engineering from MIT and a Ph.D. in Biomedical Engineering from Johns Hopkins University. In his doctoral research he investigated clinically translatable treatments for musculoskeletal tissue repair using injectable hydrogels. We believe that Dr. Simson’s expertise and experience in biotech investing, his experience as a director of biopharmaceutical companies and his educational background provide him with the qualifications and skills to serve on our Board. Rehan Verjee has served as a member of our Board since June 2021. Mr. Verjee is currently the founding CEO of Precede Biosciences, a venture-backed, liquid-biopsy diagnostic and data company. Prior to founding Precede Biosciences, Mr. Verjee was a member of the Healthcare Executive Committee of Merck KGaA from October 2015 to March 2021. During this time, Mr. Verjee served as the President of EMD Serono and as the Chief Marketing and Strategy Officer for the Healthcare business of Merck KGaA. As the President of EMD Serono, Mr. Verjee led a significant enterprise through a period of transformation and growth that included the FDA approval and launch of four new medicines, including two medicines in oncology. As the Chief Marketing and Strategy Officer of Merck’s Healthcare business, Mr. Verjee was accountable for product and portfolio strategy across all specialty medicine therapeutic areas (oncology, neurology, immunology and infertility), a role that included co-chairing the R&D development committee (responsible for all R&D decisions from Phase 1 to approval), leading global business development (including delivering on a deal for a promising immunotherapy), chairing significant global R&D alliances, and having responsibility for the launches of new medicines across the major markets including the USA, the EU, China and Japan. Mr. Verjee is currently a member of the board of directors of the Massachusetts Biotechnology Council and of Precede Biosciences. Mr. Verjee holds a Master’s Degree in Molecular and Cellular Biochemistry from the University of Oxford in the U.K. We believe that Mr. Verjee’s experience as a senior executive in the life sciences industry and his educational background provide him with the qualifications and skills to serve on our Board.
Class I Directors (Terms to Expire at the 2028 Annual Meeting)
Class I Directors (Terms to Expire at the 2028 Annual Meeting) Todd Harris, Ph.D. has served as our President and Chief Executive Officer since November 2018 and as a member of our Board since August 2018. Prior to co-founding Tyra, Dr. Harris served in various roles, most recently as Head of Corporate Development at Sienna Biopharmaceuticals, Inc., a clinical-stage biopharmaceutical company, from January 2016 to July 2018 and as a director thereof from April 2013 to December 2019, and previously as the founder and Chief Executive Officer of Sienna (then called Sienna Labs) from April 2013 to January 2016. In September 2019, Sienna Biopharmaceuticals filed for voluntary petition to allow restructuring under Chapter 11 of the United States Bankruptcy Code and ceased its operations in December 2019. Before Sienna, Dr. Harris was a consultant at McKinsey & Company in the Health Care Practice Division from September 2008 to December 2012. Dr. Harris holds a Bachelor of Science Degree in Electrical Engineering from Brigham Young University, a Master of Science Degree in Bioengineering from the University of California, San Diego, and a Ph.D. in Medical Engineering and Medical Physics from Massachusetts Institute of Technology. We believe that Dr. Harris’ valuable expertise and the perspective he brings in his capacity as our President and Chief Executive Officer, his extensive experience and knowledge in the life sciences industry and his education provide him with the qualifications and skills to serve on our Board. Adele M. Gulfo, has served as a member of our Board since January 2025. She most recently served as the Chief Executive Officer, Biopharma Commercial, Sumitomo Pharma America, Inc. from July 2023 to October 2024, where she led the organization across a diverse portfolio spanning oncology, urology, rare disease, neurology and women’s health. Previously, she served as Chief Commercial and Business Development Officer at Sumitovant Biopharma, Inc. (2020-2023) until its integration into Sumitomo Pharma. Prior to that she was Chief Commercial Development Officer at Roivant Sciences, where she played a key role in the formation of Sumitovant Biopharma and was instrumental in the launch preparations and commercialization of key brands, including ORGOVYX (prostate cancer), GEMTESA (overactive bladder), RETHYMIC (congenital athymia), and MYFEMBREE (women’s health). Prior to Roivant, Ms. Gulfo held several senior leadership roles at Pfizer, including President and General Manager of the company’s U.S. Primary Care Business Unit, President of Latin America, and Country Manager for its U.S. Biopharma Business, where she oversaw Market Access and Commercial Operations across the Primary Care, Specialty and Oncology divisions. Earlier in her career at Pfizer, she was instrumental in the development, launch, and commercialization of LIPITOR. Before joining Pfizer, Ms. Gulfo held multiple Vice President positions at AstraZeneca, including Commercial Readiness, Business Development and the Cardiovascular Business Unit, where she led the launch and commercialization of CRESTOR. Ms. Gulfo currently serves as a member of the board of directors of New Amsterdam Pharma Co N.V. and Enpro Inc., and previously served on the boards of directors of Myovant Sciences, Bemis Company, Inc. (acquired by Amcor plc) and Medexus Pharmaceuticals Inc. She also currently serves on the board of Battelle, an applied science and technology organization, and on the Innovation Growth Board for Mass General Brigham. Ms. Gulfo holds a Bachelor of Science in Biology from Seton Hall University and an MBA in Marketing from Fairleigh Dickinson University. We believe that Ms. Gulfo’s expertise and experience as a senior executive in the biopharmaceutical industry, her experience as a director of companies in the life sciences and related industries and her educational background provide her with the qualifications and skills to serve on our Board. S. Michael Rothenberg, M.D., Ph.D. has served as a member of our Board since May 2024. Dr. Rothenberg has served as Chief Medical Officer of insitro, inc. since February 2024. Prior to this, he held positions at Pfizer from March 2020 to January 2024, including Vice President and Head of Early Oncology Development and Clinical Research and Head of Early Clinical Development. Before his time at Pfizer, Dr. Rothenberg served in various roles at Loxo Oncology, Inc. from August 2015 to January 2020, including as Vice President of Research and Development and as Director of Research and Development. Prior to his work in biotechnology, he was a medical oncologist and cancer researcher at the Massachusetts General Hospital Cancer Center. Dr. Rothenberg received his B.A. in Chemistry from Yale University and earned his M.D. and Ph.D. from Stanford University. We believe that Dr. Rothenberg’s expertise and experience in the life sciences industry and his educational background provide him with the qualifications and skills to serve on our Board.
Identification and Evaluation of Nominees for Directors
Identification and Evaluation of Nominees for Directors The Nominating and Corporate Governance Committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating and Corporate Governance Committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise. If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election or if the Board decides to expand the size of the Board, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominating and Corporate Governance Committee generally polls our Board and members of management for their recommendations. The Nominating and Corporate Governance Committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The Nominating and Corporate Governance Committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the Nominating and Corporate Governance Committee and by certain of our other independent directors and executive management. In making its determinations, the Nominating and Corporate Governance Committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the Nominating and Corporate Governance Committee makes its recommendation to our Board. The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders, and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our Board, management or other parties are evaluated. Under our Bylaws, a stockholder wishing to suggest a candidate for director should write to our Secretary and provide such information about the stockholder and the proposed candidate as is set forth in our Bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the Nominating and Corporate Governance Committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the annual meeting, the recommendation should be received by our Corporate Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “2027 Stockholder Proposals.”
Executive and Director Compensation
Executive and Director Compensation
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total | | Todd Harris, Ph.D. | 2025 | 658,000 | 4,568,037 | 325,710 | 15,250 | 5,566,997 | | Chief Executive Officer | 2024 | 632,700 | 6,503,016 | 433,400 | 950 | 7,570,066 | | Douglas Warner, M.D. | 2025 | 551,200 | 1,607,560 | 198,432 | 15,051 | 2,372,243 | | Chief Medical Officer | 2024 | 165,625 | 4,469,114 | 90,465 | 313 | 4,725,517 | | Bhavesh Ashar (4) | 2025 | 45,833 | 4,638,420 | — | 1,021 | 4,685,274 | | Chief Operating Officer | | | | | | |
2025 Summary Compensation Table
| (1) The amounts reported in the “Option Awards” column represent the aggregate grant date fair value of the stock options awarded to our named executive officers during the applicable fiscal year, calculated in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 6 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 2, 2026. The amounts reported in this column reflect the accounting cost for the awards and do not reflect the actual economic value that will be realized by our named executive officers upon the exercise of the stock options or the sale of the Common Stock underlying such awards. See “—Narrative to Summary Compensation Table—Equity-Based Incentive Awards.” |
2025 Summary Compensation Table
| (2) The amounts disclosed represent performance bonuses earned in the applicable year. |
2025 Summary Compensation Table
| (3) For 2025, includes matching contributions under the 401(k) plan in the following amounts: Dr. Harris, $14,000; Dr. Warner, $13,801; and Mr. Ashar, $917. For 2024 and 2025, also includes a $75 and $100, respectively, monthly telephone allowance for each named executive officer and life insurance premiums paid by our company for the benefit of each named executive officer for the applicable fiscal year. |
2025 Summary Compensation Table
| (4) Mr. Ashar was appointed Chief Operating Officer effective December 1, 2025. The salary amount for 2025 is pro-rated to reflect Mr. Ashar’s partial year of service. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding the outstanding stock options held by each of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Todd Harris, Ph.D. | 3/10/2021(1) | 555,039 | — | 2.25 | 3/9/2031 | | | 11/2/2021(1) | 215,038 | — | 24.15 | 11/1/2031 | | | 11/2/2021(2) | 25,884 | — | 24.15 | 11/1/2031 | | | 9/6/2022(1) | 219,375 | 50,625 | 7.14 | 9/5/2032 | | | 7/28/2023(1) | 199,375 | 130,625 | 14.35 | 7/27/2033 | | | 8/14/2024(1) | 130,000 | 260,000 | 21.57 | 8/13/2034 | | | 8/7/2025(1) | 47,500 | 522,500 | 10.75 | 8/6/2035 | | Douglas Warner, M.D. | 9/9/2024(3) | 81,250 | 178,750 | 21.51 | 9/8/2034 | | | 8/7/2025(3) | — | 200,000 | 10.75 | 8/6/2035 | | Bhavesh Ashar | 12/1/2025(3) | — | 300,000 | 20.81 | 11/30/2035 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The options vest in substantially equal monthly installments over a period of four years from the applicable vesting commencement date, subject to continued service through each vesting date. The vesting commencement date for the options granted on March 10, 2021 is March 5, 2021. The vesting commencement date for the other options is the grant date. The options may be subject to accelerated vesting in certain circumstances as described below under the subsection titled “Employment Arrangements with our Named Executive Officers.” |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The options granted on November 2, 2021 vested and became exercisable upon the filing of an Investigational New Drug Application for TYRA-300 with the Food and Drug Administration on June 24, 2022. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) The options vest over a period of four years, with 25% of the shares vesting on the one-year anniversary of the grant date, and the remaining shares underlying the options vesting in equal monthly installments thereafter, subject to the executive’s continued service. The options may be subject to accelerated vesting in certain circumstances as described below under the subsection titled “Employment Arrangements with our Named Executive Officers.” |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
Director Compensation
Director Compensation Our Board and our stockholders have adopted a non-employee director compensation policy, as amended from time to time by our Board, which provides for annual retainer fees and/or long-term equity awards for our non-employee directors. In May 2025, our Board amended and restated the non-employee director compensation policy (the “Amended Director Compensation Policy”). Prior to the Board’s adoption of the Amended Director Compensation Policy, each non-employee director received an annual retainer of $40,000. The chair of our Board received an additional annual retainer of $30,000. Non-employee directors serving as the chairs of the Audit, Compensation, Nominating and Corporate Governance, and Science and Technology Committees received additional annual retainers of $15,000, $10,000, $8,000, and $10,000, respectively. The non-employee directors serving as members of the Audit, Compensation, Nominating and Corporate Governance, and Science and Technology Committees received additional annual retainers of $7,500, $5,000, $4,000, and $5,000, respectively. The non-employee directors also received initial grants of options to purchase 37,200 shares of our Common Stock, vesting over three years, upon election to the Board, and thereafter annual grants of options to purchase 18,600 shares of our Common Stock, vesting in substantially equal monthly installments over the 12 months following the date of grant (or, in the event the next annual meeting of our stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the annual award will vest on the date of such annual meeting of our stockholders). Awards to our directors also vest in the event of a change in control. Following the Board’s adoption of the Amended Director Compensation Policy, each non-employee director receives the same annual retainer fees and/or long-term equity awards as set forth in the preceding paragraph, except that: (1) the annual retainers that non-employee directors serving as the chairs of the Compensation, Nominating and Corporate Governance, and Science and Technology Committees receive have been increased to $12,000, $10,000, and $15,000, respectively; (2) the annual retainers that non-employee directors serving as members of the Compensation, Nominating and Corporate Governance, and Science and Technology Committees receive have been increased to $6,000, $5,000, and $7,500, respectively; (3) the initial grant of options that non-employee directors receive upon their election to the Board has been increased to 44,400 options; and (4) the annual grant of options that non-employee directors receive has been increased to 22,200 options. Compensation under our non-employee director compensation policy is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan. Our Board or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2021 Plan (which limits will not apply to any non-employee director that serves in any additional capacity with the company for which he or she receives compensation or any compensation paid to any non-employee director prior to the calendar year following the calendar year in which our initial public offering occurred). As provided in the 2021 Plan, our Board or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Board or its authorized committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors. The table below shows cash, equity or other compensation paid to our non-employee directors in the year ended December 31, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (1) | All Other Compensation ($) (5) | Total ($) | | Adele M. Gulfo (2) | 42,204 | — | 421,517 | 90,000 | 553,721 | | Gilla Kaplan, Ph.D. | 51,070 | — | 145,987 | — | 197,057 | | Nina Kjellson (3) | 3,898 | — | — | — | 3,898 | | Melissa McCracken, Ph.D. (4) | — | — | — | — | — | | Susan Moran, M.D., M.S.C.E. | 57,285 | — | 145,987 | — | 203,272 | | Robert More | 86,683 | — | 145,987 | — | 232,670 | | S. Michael Rothenberg, M.D., Ph.D. | 46,478 | — | 145,987 | — | 192,465 | | Jake Simson, Ph.D. | 57,548 | — | 145,987 | — | 203,535 | | Rehan Verjee | 59,583 | — | 145,987 | — | 205,570 |
Director Compensation
| (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the non-employee director during fiscal year 2025 calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 6 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 2, 2026. The amounts reported in this column reflect the accounting cost for the stock options and do not reflect the actual economic value that will be realized upon the vesting of the stock options, the exercise of the stock options or the sale of the Common Stock underlying such awards. |
Director Compensation
| (2) Ms. Gulfo joined our board on January 29, 2025. |
Director Compensation
| (3) Ms. Kjellson resigned from our Board on January 29, 2025. |
Director Compensation
| (4) Dr. McCracken has waived her right to receive compensation under our non-employee director compensation policy. |
Director Compensation
| (5) The reported amount consists of fees paid to Ms. Gulfo for pre-commercial strategic advisory services rendered outside her capacity as a member of the Board and provided under the Company’s standard consulting agreement with Ms. Gulfo. |
Director Compensation
The table below shows the aggregate numbers of outstanding option awards (exercisable and unexercisable) held as of December 31, 2025 by each individual who served as a non-employee director in 2025.
Director Compensation
| Name | Options Outstanding at Fiscal Year End | | Adele M. Gulfo | 37,200 | | Gilla Kaplan, Ph.D. | 137,267 | | Nina Kjellson | — | | Melissa McCracken, Ph.D. | — | | Susan Moran, M.D., M.S.C.E. | 59,400 | | Robert More | 69,800 | | S. Michael Rothenberg, M.D., Ph.D. | 59,400 | | Jake Simson, Ph.D. | 69,800 | | Rehan Verjee | 137,267 |