DEF 14A of MBX Biosciences, Inc., Apr 22, 2026

DEF 14A of MBX Biosciences, Inc.

Filed Apr 22, 2026 · FY20250001193125-26-168536

Open on EDGAR

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

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS In accordance with the terms of our certificate of incorporation and our bylaws, our board of directors is divided into three staggered classes of directors and each director is assigned to one of the three classes. At each annual meeting of the stockholders, one 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 of stockholders to be held during the years 2026 for Class II directors, 2027 for Class III directors and 2028 for Class I directors. Our Class I directors are Tiba Aynechi, P. Kent Hawryluk and Laurie Stelzer; • Our Class II directors are Patrick J. Heron and Edward T. Mathers; and • Our Class III directors are Ora Pescovitz, Steven Ryder and Steven L. Hoerter. Our certificate of incorporation and bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control. Our board of directors has nominated Patrick J. Heron and Edward T. Mathers for election as the Class II directors at the 2026 annual meeting of stockholders. The nominees are presently directors, and they have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the properly submitted proxies may be voted for a substitute nominee selected by our board of directors. Our corporate governance guidelines provide that the board of directors, with advice and input from our Nominating and Corporate Governance Committee, will determine the appropriate characteristics, skills, and experience for the board of directors as a whole and for its individual members. In evaluating director nominee candidates, the board of directors considers such factors as: (i) the candidate possessing relevant experience and expertise to enable him or her to be able to offer germane advice and guidance to management; (ii) proven achievement and competence in his or her field; (iii) the ability to exercise sound business judgment; (iv) the candidate having an understanding of the fiduciary responsibilities required of a director; (v) commitment to devoting time and energy to the affairs of the Company; (vi) the candidate having a diverse personal background, perspective and experience; and (vii) commitment to vigorously represent the long-term interests of the Company’s stockholders. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our Nominating and Corporate Governance Committee, considered in determining that they should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to MBX Biosciences, Inc. and our board of directors.

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

    | Name | Age | Position(s) | | Employee Director | | | | P. Kent Hawryluk | 57 | President, Chief Executive Officer and Director | | Non-Employee Directors | | | | Steven L. Hoerter (3)(4) | 55 | Executive Chair of the Board of Directors | | Tiba Aynechi (2)(3) | 50 | Director | | Patrick J. Heron (1)(2) | 55 | Director | | Edward T. Mathers (1)(4) | 66 | Director | | Ora Pescovitz, M.D. (1)(4) | 69 | Director | | Steven Ryder, M.D. (4) | 75 | Director | | Laurie Stelzer (3)(2) | 58 | Director |

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

    (1) Member of the Nominating and Corporate Governance Committee. (2) Member of the Compensation Committee. (3) Member of the Audit Committee. (4) Member of the Science and Medicine Committee.

  4. Nominees for Election as Class II Directors (Term Expires at Annual Meeting)

    Nominees for Election as Class II Directors (Term Expires at Annual Meeting) Patrick Heron has served on our board of directors since July 2020. He has been a Managing Partner of Frazier’s Life Sciences team since August 1999. Prior to that, Mr. Heron helped develop McKinsey & Company’s west coast biotechnology consulting practice. He currently serves on the boards of directors of Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) since November 2018, as well as chairman of the board of Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) since January 2017. Mr. Heron previously served as a director of Imago Biosciences, Inc. (acquired by Merck & Co., Inc). from October 2014 to May 2022, Vaxcyte, Inc. (Nasdaq: PCVX) from April 2017 to September 2021, Passage Bio, Inc. (Nasdaq: PASG) from July 2018 to June 2021, HilleVax, Inc. (Nasdaq: HLVX) from March 2020 to August 2025 and Iterum Therapeutics plc (Nasdaq: ITRM) from August 2015 to March 2021. He has successfully partnered with entrepreneurs across a range of company types and stages, from early-stage drug discovery companies to $100M commercial-stage dermatology companies. He received his M.B.A. from Harvard Business School. He also holds a B.A. from the University of North Carolina at Chapel Hill, where he is a Phi Beta Kappa graduate and Morehead Scholar. Our board of directors believes that Mr. Heron is qualified to serve as a director because of his investment experience in the biopharmaceutical industry as well as his experience on numerous public and private company boards of directors. Edward T. Mathers has served on our board of directors since July 2020. He has been a Partner at New Enterprise Associates, a venture capital firm, since August 2008. Mr. Mathers currently serves on the boards of directors of Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM) since 2010, Synlogic, Inc. (Nasdaq: SYBX) since October 2012, Trevi Therapeutics, Inc. (Nasdaq:TRVI) since July 2017, OnKure Therapeutics, Inc. (formerly known as Reneo Pharmaceuticals, Inc.)(Nasdaq: OKUR) since December 2017, and Senti Biosciences, Inc. (Nasdaq: SNTI), as well as a number of private life sciences companies. Mr. Mathers previously served on the board of directors of Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) from November 2018 to September 2022, Akouos, Inc. (Nasdaq: Formerly AKUS, acquired by Eli Lilly) from October 2017 to December 2022, ObsEva SA (Nasdaq: OBSV) from November 2015 to June 2023, and Inozyme Pharma, Inc. (Nasdaq: INZY) from January 2017 to July 2025. Prior to joining New Enterprise Associates, Mr. Mathers served in various corporate development roles at MedImmune, Inc., a biotechnology company that was acquired by AstraZeneca PLC in 2007, culminating in the position of Executive Vice President, Corporate Development and Venture. In this role, he also led the company’s venture capital subsidiary, MedImmune Ventures, Inc. Prior to that, Mr. Mathers was Vice President, Marketing and Corporate Licensing and Acquisitions at Inhale Therapeutic Systems, Inc., a biopharmaceutical company, which is now known as Nektar Therapeutics, Inc. (Nasdaq: NKTR). Previously, for 15 years, Mr. Mathers was at Glaxo Wellcome, Inc., where he held sales and marketing positions of increasing responsibility. Mr. Mathers received a B.S. in chemistry from North Carolina State University. Our board of directors believes that Mr. Mathers is qualified to serve as a director because of his senior executive roles in publicly traded life sciences companies, his extensive experience as a venture capitalist, and his service on the boards of directors of numerous biotechnology companies.

  5. Directors Continuing in Office

    Directors Continuing in Office

  6. Class I Directors (Term Expires at Annual Meeting of Stockholders taking place in 2028)

    Class I Directors (Term Expires at Annual Meeting of Stockholders taking place in 2028) Tiba Aynechi, Ph.D., has served on our board of directors since November 2022. She has served as a General Partner of Norwest Venture Partners’ healthcare team since December 2021 and previously, Dr. Aynechi served in various roles at Novo Holdings A/S, one of the top life sciences investment firms, from March 2010 to December 2021. Dr. Aynechi currently serves on the boards of directors of Avalyn Pharma, Inc., Engrail Therapeutics, Mosanna Therapeutics, Nuvig Therapeutics, Ray Therapeutics and Rezo Therapeutics. She has previously served on various public and private boards of directors including Spruce BioSciences (Nasdaq: SPRB) from May 2016 to December 2025, iRhythm Technologies, Inc. (Nasdaq: IRTC) from May 2014 to April 2017, Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) from October 2018 to August 2021, Nkarta, Inc. (Nasdaq: NKTX) from August 2015 to June 2022, Aristea Therapeutics, Inc. from August 2018 to December 2021 and MDLive Inc. from July 2018 to May 2021. Dr. Aynechi attended the University of California Irvine where she received a B.S. in Physics with a biomedical concentration. She also holds a Ph.D. in Biophysics from the University of California San Francisco, where she also did her Postdoctoral Fellowship. Dr. Aynechi is also a published author of scientific articles and book chapters in rational drug design. Our board of directors believes Dr. Aynechi is qualified to serve as a director because of her extensive experience in the biotechnology and pharmaceutical industries, including her expertise in handling a wide range of financing transactions. P. Kent Hawryluk is one of our co-founders and has served as our Chief Executive Officer since January 2020 and as a member of our board of directors since April 2019. Mr. Hawryluk has also served as a partner of Twilight Venture Partners, LLC, a private seed- and early-stage life science venture capital fund, since January 2003. Prior to joining MBX, Mr. Hawryluk was Co-Founder and Chief Business Officer of Avidity Biosciences, Inc. (Nasdaq: RNA), an RNA therapeutics company that was subsequently acquired by NovartisAG (Nasdaq: NVS), from January 2013 to December 2019. Previously, he served as Co-Founder and Chief Executive Officer of MB2 LLC (subsequently acquired by Novo Nordisk Inc.), a clinical-stage company focused on diabetes and obesity, from May 2014 to March 2016. Mr. Hawryluk co-founded Marcadia Biotech Inc. (subsequently acquired by F. Hoffmann-La Roche AG) and served as its Chief Business Officer and Vice President, Business Development from January 2006 to April 2011. Mr. Hawryluk served as a director of Gemphire Therapeutics Inc. (Nasdaq: GEMP), a public clinical-stage cardiovascular drug company, from February 2015 to February 2019. Mr. Hawryluk holds a B.A. from Princeton University, an MBA from Kellogg School of Management at Northwestern University, and an M.S. in Biology from Purdue University. Our board of directors believes that Mr. Hawryluk is qualified to serve as a director because of his experience founding and developing biopharmaceutical companies and his extensive management experience in the biopharmaceutical industry. Laurie Stelzer has served on our board of directors since January 2026. Laurie Stelzer served as Chief Financial Officer of Kailera Therapeutics, Inc. (Nasdaq: KLRA), a clinical stage biotechnology company focused on developing therapies for obesity, from January 2025 to October 2025. Prior to joining Kailera, Ms. Stelzer served as Chief Financial Officer of Orna Therapeutics, Inc., a biotechnology company focused on RNA therapeutics, from May 2024 to January 2025. Prior to joining Orna, Ms. Stelzer served as Chief Financial Officer of ReNAgade Therapeutics, Inc., a biotechnology company focused on RNA therapeutics, from September 2023 to May 2024. Prior to joining ReNAgade, Ms. Stelzer served as Chief Financial Officer of Mirati Therapeutics,Inc. (Nasdaq: MRTX), a commercial-stage targeted oncology company, from May 2022 to September 2023. Prior to joining Mirati Therapeutics, Inc., Ms. Stelzer served as Executive Vice President and Chief Financial Officer of Arena Pharmaceuticals, Inc. (acquired by Pfizer Inc.), a biopharmaceutical company, from March 2020 until the completion of Pfizer’s acquisition in March 2022. Prior to joining Arena Pharmaceuticals, Ms. Stelzer served as Chief Financial Officer at Halozyme Therapeutics, Inc. (Nasdaq: HALO), a biopharma technology platform company, from June 2015 to March 2020. Prior to joining Halozyme Therapeutics, Ms. Stelzer held senior management roles at Shire Plc (acquired by Takeda Pharmaceutical), including Senior Vice President of Finance, Division Chief Financial Officer for the Regenerative Medicine Division and Head of Investor Relations. Previously, she also worked at Amgen, Inc. (Nasdaq: AMGN), a global biopharmaceutical company, for 15 years, serving in positions of increasing responsibility in the areas of Finance, Treasury, Global Accounting and International/Emerging Markets. Ms. Stelzer has served as a member of the board of directors of Spyre Therapeutics, Inc. (Nasdaq: SYRE), a biopharmaceutical company, since November 2023, Sionna Therapeutics, Inc.(Nasdaq: SION), a clinical-stage cystic fibrosis company, since November 2024, PMV Pharmaceuticals, Inc. (Nasdaq: PMVP), a precision oncology company, since 2020 and Surface Oncology, Inc. (Nasdaq: SURF), a clinical-stage immune-oncology company, from 2018 until its acquisition by Coherus Oncology, Inc. in September 2023. Ms. Stelzer received her B.S. in Accounting from Arizona State University and her M.B.A. from University of California, Los Angeles, Anderson School of Management. Our board of directors believes that Ms. Stelzer is qualified to serve as a director because of her experience in executive and financial leadership in the biopharmaceutical industry.

  7. Class III Directors (Term Expires at Annual Meeting of Stockholders taking place in 2027)

    Class III Directors (Term Expires at Annual Meeting of Stockholders taking place in 2027) Steven L. Hoerter has served on our board of directors since April 2025 and our executive chairperson since November 2025. Mr. Hoerter served as President, CEO and Director of Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH), a public commercial-stage biotechnology company, from March 2019 to June 2024, when Deciphera was acquired by ONO Pharmaceutical. From February 2016 to March 2019, Mr. Hoerter served as the Chief Commercial Officer of Agios Pharmaceuticals, Inc. (Nasdaq: AGIO), a public biotechnology company. From August 2011 to March 2015, Mr. Hoerter served as Senior Vice President, Commercial at Clovis Oncology, Inc., a biotechnology company, and from March 2015 to February 2016, he served as Chief Commercial Officer. Mr. Hoerter has served on the board of directors of ORIC Pharmaceuticals, Inc. (Nasdaq: ORIC), a clinical-stage public biotechnology company, since August 2021. Mr. Hoerter has served on the board of directors of C4 Therapeutics (Nasdaq: CCCC), Inc., a clinical-stage public biopharmaceutical company, since November 2024. Mr. Hoerter previously served on the board of directors of Deciphera from May 2018 to June 2024, Constellation Pharmaceuticals, Inc. (formerly Nasdaq: CNST), a clinical-stage public biotechnology company, from September 2018 until its acquisition by MorphoSys AG (Nasdaq: MOR) in July 2021, and Ignyta, Inc.(formerly Nasdaq: RXDX), a publicly traded precision oncology company, from December 2016 until its acquisition by Roche Holding AG in February 2018. Mr. Hoerter holds a B.A. from Bucknell University, an M.B.A. from Tilburg University, and an M.S. in management from Purdue University. Our board of directors believes that Mr. Hoerter is qualified to serve as a director because of his extensive experience on the boards of numerous biotechnology companies. Ora Pescovitz, M.D., has served on our board of directors since April 2022. She has served as President of Oakland University since July 2017 and currently serves on the board of directors of Priority Health. Previously, Dr. Pescovitz served as Senior Vice President and U.S. Medical Leader for Lilly Biomedicines at Eli Lilly from October 2014 to June 2017. From April 2012 to February 2014, she served on the board of directors of Life Technologies Corporation (Nasdaq: Formerly LIFE, acquired by Thermo Fisher Scientific Inc. (NYSE: TMO)). From May 2009 to October 2014, she was the University of Michigan’s first female Executive Vice President for Medical Affairs and Health System Chief Executive Officer. From 2004 to 2009, Dr. Pescovitz served as president and CEO of Riley Hospital for Children and previously served as executive associate dean for research affairs and interim vice president for research administration at Indiana University. Dr. Pescovitz is a nationally recognized pediatric endocrinologist and researcher who has published 190 papers and books, and received numerous awards for her research and teaching. Dr. Pescovitz earned her M.D. from the Northwestern University Feinberg School of Medicine, where she earned Distinguished Alumni Awards from both the Feinberg School of Medicine and Northwestern University. Dr. Pescovitz was elected to the National Academy of Medicine. We believe Dr. Pescovitz’s qualifications to sit on our Board of Directors include her extensive academic, business and medical experience in the health care fields and her service on a public company board as well as several non-profit boards. Our board of directors believes that Dr. Pescovitz is qualified to serve as a director because of her extensive academic, business and medical experience in the healthcare field and her service on a public company board as well as several non-profit boards. Steven Ryder, M.D., has served on our board of directors since January 2024. Dr.Ryder has served as the Chief Medical Officer of Rallybio Corporation (Nasdaq: RLYB) since January 2019. Previously, Dr. Ryder was the Chief Development Officer at Alexion Pharmaceuticals, Inc. (Nasdaq: Formerly ALXN, acquired by AstraZeneca PLC) from July 2013 to December 2018 and was the founding President of Astellas Pharma Global Development, Inc. from April 2008 to April 2013. Dr. Ryder also worked at Pfizer Inc. (Nasdaq: PFE) for 21 years where he held positions of increasing responsibility, including head of worldwide clinical development. Dr. Ryder has also held board positions at Reata Pharmaceuticals. Inc. (Nasdaq: Formerly RETA, acquired by Biogen Inc. (Nasdaq: BIIB)) from July 2022 to September 2023 and Levo Therapeutics, Inc. Dr. Ryder earned his Doctor of Medicine from the Icahn School of Medicine at Mount Sinai. Our board of directors believes that Dr. Ryder is qualified to serve as a director because of his extensive drug development experience at biopharmaceutical companies. There are no family relationships bedtween or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this Proxy Statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

  8. 2025 summary compensation table

    2025 summary compensation table The following table shows the total compensation earned by, or paid to, our named executive officers for services rendered to us in all capacities during the fiscal years ended December 31, 2025 and 2024.

  9. 2025 summary compensation table

    | Name and principal position | Year | Salary ($) | Bonus (1) ($) | Option awards(2) ($) | Non-equity incentive plan compensation(3) ($) | All other compensation(4) ($) | Total ($) | | P. Kent Hawryluk | 2025 | 625,000 | — | 1,998,092 | 359,375 | 8,400 | 2,990,867 | | President and Chief Executive Officer | 2024 | 483,300 | — | 1,447,017 | 305,000 | — | 2,235,317 | | Richard Bartram | 2025 | 484,000 | — | 781,147 | 222,640 | 8,488 | 1,496,275 | | Former Chief Financial Officer (5) | 2024 | 442,000 | — | 511,567 | 200,001 | — | 1,153,568 | | Salomon Azoulay, M.D. | 2025 | 488,500 | — | 740,034 | 235,946 | 10,498 | 1,474,978 | | Chief Medical Officer | 2024 | 234,400 | 25,000 | 2,742,770 | 93,750 | — | 3,095,920 |

  10. 2025 summary compensation table

    (1) The amount reported in this column represents a discretionary bonus paid to our Chief Medical Officer, Salomon Azoulay, M.D., upon joining the Company in June 2024. (2) The amounts reported in this column represent the aggregate grant date fair value of stock options granted to the named executive officers during the years ended December 31, 2025 and 2024, as calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. Such grant date value does not take into account any estimated forfeitures related to service-based vesting conditions. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock option awards or any sale of the underlying shares. The assumptions used in the grant date fair value of the awards in this column are described in Note 12—Stock-Based Compensation to our 2025 Annual Report on Form 10-K. These awards are described in more detail under “Narrative Disclosure to summary compensation table—Equity-Based Compensation” below. (3) The amounts reported represent annual bonuses under our annual cash bonus program based on achievement of company performance and individual performance during the years ended December 31, 2025 and 2024. Dr. Azoulay was appointed as our Chief Medical Officer in June 2024, and as such, his annual bonus for 2024 was prorated. For more information on these bonuses, see description of the annual performance bonuses under the section titled “Narrative disclosure to summary compensation table—Annual cash bonuses” below. (4) The amounts in this column represent matching contributions pursuant to the named executive officer's participation in our 401(k) retirement plan. The Company began contributing to the 401(k) retirement plan on behalf of its employees in 2025, and as such, there were no company contributions to the plan on behalf of its employees in 2024. Richard Bartram, our former Chief Financial Officer, resigned from the Company effective March 15, 2026.

  11. Outstanding equity awards at fiscal 2025 year end

    Outstanding equity awards at fiscal 2025 year end The following table lists all outstanding equity awards held by our named executive officers as of December 31, 2025:

  12. Outstanding equity awards at fiscal 2025 year end

    | | | Option awards(1) | | | | Stock awards | | | Name | Vesting commencement date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | P. Kent Hawryluk | 2/3/2025 | —(3) | 243,000 | 10.49 | 2/3/2035 | - | - | | | 9/12/2024 | 37,636(4) | 82,800 | 16.00 | 9/11/2034 | - | - | | | 8/15/2023 | 718,391(5) | — | 7.82 | 8/14/2033 | - | - | | | 11/7/2022 | 129,708(6) | — | 3.25 | 11/6/2032 | - | - | | Richard Bartram | 2/3/2025 | —(3) | 95,000 | 10.49 | 2/3/2025 | - | - | | | 09/12/2024 | 13,305(7) | 29,273 | 16.00 | 09/11/2034 | - | - | | | 08/15/2023 | 79,209(8) | — | 7.82 | 8/14/2033 | - | - | | | 11/7/2022 | 52,806(9) | — | 3.25 | 11/6/2032 | - | - | | | 04/11/2022 | 93,577(10) | — | 3.01 | 4/19/2032 | - | - | | Salomon Azoulay, M.D. | 2/3/2025 | —(3) | 90,000 | 10.49 | 2/3/2035 | - | - | | | 09/12/2024 | 14,065(11) | 30,946 | 16.00 | 9/11/2034 | - | - | | | 06/24/2024 | 93,577(12) | 155,963 | 10.46 | 8/1/2034 | - | - |

  13. Outstanding equity awards at fiscal 2025 year end

    (1) Each stock option award is subject to the terms of our 2019 Stock Option and Grant Plan, as amended, (the "2019 Plan") or the terms of our 2024 Stock Option and Incentive Plan (the "2024 Plan"). Each stock option is subject to acceleration in the event of a sale event (as defined in the 2019 and 2024 Plans), subject to the named executive officer’s service relationship with the Company at the time of the sale event, as described above under “Employment arrangements with our named executive officers.” (2) Represents $31.54 per share, the fair market value of a share of our common stock as of December 31, 2025, multiplied by the number of unvested shares of stock outstanding as of such date. (3) The shares subject to the stock option are exercisable upon vesting. 25% of the shares subject to the stock option will vest on the first anniversary following the vesting commencement date, and the remaining 75% of the shares subject to the stock option will vest in 36 equal monthly installments thereafter, in each case, subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date. (4) The shares subject to the stock option are exercisable upon vesting. 25% of the shares subject to the stock option will vest on the first anniversary following the vesting commencement date, and the remaining 75% of the shares subject to the stock option will vest in 36 equal monthly installments thereafter, in each case, subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, 37,636 shares of common stock underlying this option had vested, with an unvested balance of 82,800 shares (5) The shares subject to this stock option are early exercisable, subject to a right of repurchase that lapses as the shares vest. All the shares subject to this option vest in 48 equal monthly installments following the vesting commencement date, in each case, subject to Mr. Hawryluk’s continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, all 718,391 shares of common stock underlying this option had vested. (6) All of the 478,927 shares originally subject to this option were exercisable as of the date of grant, subject to a right of repurchase that lapses as the shares vest, and Mr. Hawryluk exercised 166,360 shares. All the shares subject to this option vest in 48 equal monthly installments following the vesting commencement date, in each case, subject to Mr. Hawryluk’s continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, (i) Mr. Hawryluk had exercised 182,859 shares subject to the option, of which all shares have vested and (ii) 109,753 of the 129,708 unexercised stock options remained unvested. The shares subject to the stock option are exercisable upon vesting. 25% of the shares subject to the stock option will vest on the first anniversary following the vesting commencement date, and the remaining 75% of the shares subject to the stock option will vest in 36 equal monthly installments thereafter, in each case, subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, 13,305 shares of common stock underlying this option had vested, with an unvested balance of 29,273 shares. The shares subject to this stock option are early exercisable, subject to a right of repurchase that lapses as the shares vest. All the shares subject to this option vest in 48 equal monthly installments following the vesting commencement date, in each case, subject to Mr. Bartram's continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, 46,205 shares of common stock underlying this option had vested, with an unvested balance of 33,004 shares. The shares subject to this stock option are early exercisable, subject to a right of repurchase that lapses as the shares vest. 25% of the shares subject to the stock option vested on the first anniversary following the vesting commencement date, and the remaining 75% of the shares subject to the stock option vest in 36 equal monthly installments thereafter, subject to Mr. Bartram’s continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, 40,704 shares of common stock underlying this option had vested, with an unvested balance of 12,102 shares. (10) The shares subject to this stock option are early exercisable, subject to a right of repurchase that lapses as the shares vest. 25% of the shares subject to the stock option vested on the first anniversary following the vesting commencement date, and the remaining 75% of the shares subject to the stock option vest in 36 equal monthly installments thereafter, subject to Mr. Bartram’s continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, 85,779 shares of common stock underlying this option had vested, with an unvested balance of 7,798 shares. (11) The shares subject to the stock option are exercisable upon vesting. 25% of the shares subject to the stock option will vest on the first anniversary following the vesting commencement date, and the remaining 75% of the shares subject to the stock option will vest in 36 equal monthly installments thereafter, in each case, subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, 14,065 shares of common stock underlying this option had vested, with an unvested balance of 30,946 shares. (12) The shares subject to the stock option are exercisable upon vesting. 25% of the shares subject to the stock option will vest on the first anniversary following the vesting commencement date, and the remaining 75% of the shares subject to the stock option will vest in 36 equal monthly installments thereafter, in each case, subject to the named executive officer's continuous service relationship with the Company through each applicable vesting date. As of December 31, 2025, 93,577 shares of common stock underlying this option had vested, with an unvested balance of 155,963 shares.

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  15. 2025 director compensation table

    2025 director compensation table The following table presents the total compensation paid by the Company to non-employee members of our board of directors during the fiscal year ended December 31, 2025. Other than as set forth below, we did not pay any compensation or issue any equity awards or non-equity awards to any of the members of our board of directors in 2025 for their services as members of the board of directors. In addition, Mr. Hawryluk, our President and Chief Executive Officer, does not receive any compensation from the Company for his service on our board of directors. See the section titled “Executive Compensation”, above, for more information on the compensation paid to or earned by Mr. Hawryluk as an employee for the year ended December 31, 2025.

  16. 2025 director compensation table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards (1)(2)($) | All Other Compensation ($) | Total ($) | | Tiba Aynechi | 53,743 | 146,947 | — | 200,690 | | James M. Cornelius (3) | 50,054 | 146,947 | — | 197,001 | | Carl L. Gordon (4) | 22,213 | — | — | 22,213 | | Patrick J. Heron | 74,000 | 146,947 | — | 220,947 | | Steven L. Hoerter (5) | 40,477 | 959,509 | — | 999,986 | | Edward T. Mathers | 49,243 | 146,947 | — | 196,190 | | Ora Pescovitz | 52,000 | 146,947 | — | 198,947 | | Steven Ryder | 48,000 | 146,947 | — | 194,947 |

  17. 2025 director compensation table

    (1) Amounts shown reflect the grant date fair value of an option award granted during 2025. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Codification Topic 718 -- Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 12 to the financial statements in our 2025 Annual Report on Form 10-K regarding assumptions we made in determining the fair value of option awards. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock option awards or any sale of the underlying shares. (2) As of December 31, 2025, the aggregate number of shares subject to option awards held by non-employee directors were: Tiba Aynechi: 31,963; James M. Cornelius: 30,864; Patrick J. Heron: 31,963; Steven L. Hoerter: 81,751; Edward T. Mathers: 31,963; Ora Pescovitz: 54,604; and Steven Ryder: 71,240. (3) Effective November 6, 2025, James M. Cornelius resigned from our board of directors. Mr. Cornelius served on our board since September 2020. (4) Effective June 5, 2025, Carl L. Gordon departed from our board of directors. Dr. Gordon served on our board since July 2020, and his term as a director concluded at the 2025 Annual Meeting. No equity awards were granted to Mr. Gordon during 2025 related to his service on our board of directors. Effective April 7, 2025, Steven L. Hoerter was appointed to our board of directors. Effective November 6, 2025, Mr. Hoerter was appointed to serve as executive chairperson of our board of directors. In connection with this role, Mr. Hoerter received an option to purchase 33,751 shares of our common stock which vest over one year.

  18. Non-employee director compensation policy

    Non-employee director compensation policy Our non-employee director compensation policy is designed to enable us to attract and retain, on a long term basis, highly qualified non-employee directors. Under the current policy, our non-employee directors are eligible to receive cash retainers (which will be payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below: Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of our Board of Directors

  19. Non-employee director compensation policy

    | Additional Annual Retainer for Committee Membership | | | Audit Committee Chairperson: | $20,000 | | Audit Committee member (other than Chairperson): | $10,000 | | Compensation Committee Chairperson: | $15,000 | | Compensation Committee member (other than Chairperson): | $7,500 | | Nominating and Corporate Governance Committee Chairperson: | $10,000 | | Nominating and Corporate Governance Committee member (other than Chairperson): | $5,000 | | Science & Medicine Committee Chairperson: | $10,000 | | Science & Medicine Committee member (other than Chairperson): | $5,000 | | Additional Annual Retainer for Non-Executive Chairperson | $30,000 | | Additional Annual Retainer for Lead Director | $20,000 |

  20. Non-employee director compensation policy

    In addition, our policy provides that, upon initial election or appointment to our board of directors, each new non-employee director will be granted a one-time grant of a non-statutory stock option to purchase 25,000 shares of common stock on the date of such director’s election or appointment to the board of directors, or the Director Initial Grant. The Director Initial Grant will vest over three years, with 1/3 of the Director Initial Grant vesting upon the first anniversary of the vesting commencement date and the remaining 2/3 of the Director Initial Grant vesting in 24 monthly installments thereafter, subject to the non-employee director’s continued services to the company. On the date of each annual meeting of stockholders of our company, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual award of a non-statutory stock option to purchase 12,500 shares of common stock. The Director Annual Grant will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next annual meeting of stockholders, subject to the non-employee director’s continued services to the us. If a new non-employee director joins our board of directors on a date other than the date of the Company’s annual meeting of stockholders, then such non-employee director will be granted a pro-rata portion of the Director Annual Grant based on the time between such non-employee director’s appointment and such next annual meeting of stockholders on the first eligible grant date following such non-employee director’s appointment to our board of directors. Such awards are subject to full acceleration vesting upon the sale of our company. In March 2026, 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 increased from $7,500 to $10,000 • The annual cash retainer payable to the compensation committee chairperson increased from $10,000 to $15,000 • The annual cash retainer payable to each compensation committee member increased from $5,000 to $7,500 • The annual cash retainer payable to the nominating and corporate governance committee chairperson increased from $8,000 to $10,000 • The annual cash retainer payable to each nominating and corporate governance committee member increased from $4,000 to $5,000 • The annual cash retainer payable to the science and medicine committee chairperson increased from $8,000 to $10,000 • The annual cash retainer payable to each science and medicine committee member increased from $4,000 to $5,000 Also in March 2026, the board of directors, based on the recommendation of the compensation committee, amended the non-employee director compensation policy to decrease 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 32,000 to 25,000; and (ii) shares underlying stock options granted to non-employee directors on the date of each annual meeting of stockholders of our company from 16,000 to 12,500. This decrease 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. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. We also reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof. Employee directors receive no additional compensation for their service as a director.

  21. Stock option grants to directors and executive officers

    Stock option grants to directors and executive officers We have granted stock options to our directors and named executive officers as more fully described in the sections entitled “Executive Compensation” and "Director Compensation."