DEF 14A of Kodiak Sciences Inc., Apr 22, 2026

DEF 14A of Kodiak Sciences Inc.

Filed Apr 22, 2026 · FY20250001193125-26-170429

Open on EDGAR

  1. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  2. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Committees: • Audit (Chair) • Compensation • Nominating and Governance | Charles A. Bancroft | | | | Director Director since: 2020 Age: 66 | | | | Biography Charles A. Bancroft has served as a member of our board of directors and as chair of our audit committee and a member of our nominating and governance committee since April 2020 and as a member of our compensation committee since April 2021. Prior to joining our company, Mr. Bancroft held a number of leadership roles in commercial, strategy and finance at Bristol-Myers Squibb Company, a global pharmaceutical company, from 1984 until his retirement in March 2020, including serving as the Chief Financial Officer from January 2010 to November 2019. Since May 2020, Mr. Bancroft has been serving as an independent director of GSK, a public pharmaceutical company. Since October 2020, Mr. Bancroft has been serving as an independent director of Biovector, Inc., a privately held healthcare company. Mr. Bancroft served as a member of the board of directors of Colgate-Palmolive Company, a public consumer products company, from January 2017 to March 2020. He holds a bachelor’s degree from Drexel University and a M.B.A. from Temple University. | Relevant Expertise We believe Mr. Bancroft’s extensive management and financial experiences as well as his extensive involvement in the pharmaceutical industry qualify him to serve on our board of directors. Other Public Company Boards GSK plc |

  3. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT | 5 |

  4. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Committees: • Audit | Bassil I. Dahiyat, Ph.D. | | | | Director Director since: 2018 Age: 55 | | | | Biography Bassil I. Dahiyat, Ph.D. has served as a member of our board of directors since June 2018 and as a member of our audit committee since September 2018. Dr. Dahiyat has served as President and Chief Executive Officer of Xencor, Inc., a biopharmaceutical company, since February 2005. Dr. Dahiyat co-founded Xencor in 1997, served as its Chief Executive Officer from 1997 to 2003 and served as its Chief Scientific Officer from 2003 to 2005. In 2005, Dr. Dahiyat was recognized as a technology pioneer by the World Economic Forum. Additionally, Dr. Dahiyat was named one of 2003’s Top 100 Young Innovators by MIT’s Technology Review magazine for his work on protein design and its development for therapeutic applications and has received awards from the American Chemical Society, the Controlled Release Society and the California Institute of Technology. Dr. Dahiyat currently serves on Xencor’s board of directors. Dr. Dahiyat holds a Ph.D. in Chemistry from the California Institute of Technology and B.S. and M.S.E. degrees in Biomedical Engineering from Johns Hopkins University. | Relevant Expertise We believe Dr. Dahiyat’s significant experience in the pharmaceutical industry and executive management experience qualify him to serve on our board of directors. Other Public Company Boards Xencor, Inc. |

  5. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | 6 | 2026 PROXY STATEMENT | |

  6. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Committees: • Audit | Taiyin Yang, Ph.D. | | | | Director Director since: 2019 Age: 72 | | | | Biography Taiyin Yang, Ph.D. has served as a member of our board of directors and a member of our audit committee since December 2019. Dr. Yang is the former Executive Vice President of Pharmaceutical Development and Manufacturing at Gilead Sciences, Inc., a role she held from 2015 to 2022. She directed operations of chemical and biologics process development, device and formulation development, manufacturing, packaging, analytical operations, laboratory information systems, data science, quality assurance, CMC regulatory affairs, program management, supply chain management and site operations for all the company’s small molecules, biologics and antibody-drug conjugates of investigational compounds and marketed products. Under her leadership, Gilead developed the world’s first HIV single tablet regimen and advanced more than 25 compounds from early-stage development to market, reaching millions of people around the world. Prior to joining Gilead in 1993, Dr. Yang worked at Syntex Corporation from 1980 where she contributed to the development and commercialization of more than 10 medicines. Dr. Yang currently serves on the board of directors of Brii Biosciences since 2022 and served on the board of directors of Kronos Bio, Inc. from 2021 to 2025. Dr. Yang was a member of the Expert Scientific Advisory Committee of Medicines for Malaria Venture from 2020 to 2023, and is a member of the scientific advisory board of Sionna Therapeutics since 2022. Dr. Yang received her bachelor’s degree in Chemistry from National Taiwan University and her Ph.D. in Organic Chemistry from the University of Southern California. Dr. Yang was inducted as a fellow of the American Institute for Medical and Biological Engineering in 2021 and elected a member of the National Academy of Engineering in 2022. | Relevant Expertise We believe Dr. Yang’s extensive management experience and internationally recognized scientific expertise in the pharmaceutical industry qualify her to serve on our board of directors. Other Public Company Boards Brii Biosciences Limited |

  7. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | The Board of Directors recommends a vote “FOR” each of the director nominees named above. |

  8. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT | 7 |

  9. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Committees: • Compensation (Chair) • Nominating and Governance | Felix J. Baker, Ph.D. | | | | Director Director since: 2015 Age: 57 | | | | Biography Felix J. Baker, Ph.D. has served as one of our directors since September 2015 and as chair of our compensation committee and a member of our nominating and governance committee since September 2018. Dr. Baker is a Managing Member of Baker Bros. Advisors LP a biotechnology-focused investment adviser to fund partnerships whose investors are primarily endowments and foundations, which Dr. Baker founded, together with his brother Julian Baker, in 2000. Dr. Baker holds a B.S. and a Ph.D. in Immunology from Stanford University, where he also completed two years of medical school. He also serves on the boards of Kiniksa Pharmaceuticals International, plc., Kymera Therapeutics, Inc., and Bicycle Therapeutics plc. | Relevant Expertise We believe Dr. Baker’s experience as a board member and investor in many successful biotechnology companies qualify him to serve on our board of directors. Other Public Company Boards Kiniksa Pharmaceuticals International, plc. Kymera Therapeutics, Inc. Bicycle Therapeutics plc |

  10. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | 8 | 2026 PROXY STATEMENT | |

  11. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Committees: • None | Victor Perlroth, M.D. | | | | Chairman and Chief Executive Officer Director since: 2009 Age: 53 | | | | Biography Victor Perlroth, M.D. is the co-founder of Kodiak Sciences Inc. and has been the company’s Chairman and Chief Executive Officer since the company’s inception in 2009. Under Dr. Perlroth’s leadership, Kodiak is building a pipeline of potentially life-transforming ophthalmology medicines for a broad set of retinal diseases including: wet AMD, diabetic retinopathy, retinal vein occlusion, macular edema secondary to inflammation, and new pipeline programs in glaucoma and geographic atrophy. Kodiak has also developed VETi, its visual engagement technology and imager, a mixed-reality headset applying ocular coherence tomography (OCT) and microelectromechanical systems light detection and ranging (MEMS LiDAR) based technologies to directly engage and image the eye to enable powerful artificial intelligence and machine learning algorithms to improve human health. Previously, Dr. Perlroth co-founded Avidia Inc, a biopharmaceuticals drug discovery and development company where he served in key corporate and research and development roles through the acquisition of the company by Amgen for $450 million. Previously, Dr. Perlroth served as the chief operating officer at Guzik Technical Enterprises, the industry-leading provider of test equipment to the hard disk drive industry. Dr. Perlroth also worked at Nortel Networks, where he received an extraordinary contribution award for his work applying path-oriented routing systems to optical networks. Dr. Perlroth earned his M.D. and M.B.A. degrees from Stanford University. Dr. Perlroth also received his A.B. in molecular biology summa cum laude from Princeton University. | Relevant Expertise We believe the perspective and experience Dr. Perlroth brings to Kodiak as a founder, our largest individual stockholder and as our Chief Executive Officer allow him to provide unique contribution to the Board and qualify him to serve as a member of the Board. Other Public Company Boards None |

  12. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT | 9 |

  13. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Committees: • Nominating and Governance | Richard S. Levy, M.D. | | | | Director Director since: 2018 Age: 68 | | | | Biography Richard S. Levy, M.D has served as a member of our board of directors since June 2018 and a member of our nominating and corporate governance committee since September 2018. From December 2016 to May 2019, Dr. Levy served as a senior advisor of Baker Bros. Advisors LP, a registered investment advisor focused on long-term investments in life sciences companies on behalf of major university endowments and foundations. From January 2009 to April 2016, Dr. Levy served as Executive Vice President and Chief Drug Development Officer of Incyte Corporation, a pharmaceutical company, where he previously served as Senior Vice President of Drug Development from August 2003 to January 2009. Prior to joining Incyte, Dr. Levy served as Vice President, Biologic Therapies, at Celgene Corporation, a biopharmaceutical company, from 2002 to 2003. From 1997 to 2002, Dr. Levy served in various executive positions with DuPont Pharmaceuticals Company, first as Vice President, Regulatory Affairs and Pharmacovigilance, and thereafter as Vice President, Medical and Commercial Strategy. Dr. Levy served at Sandoz, a predecessor company of Novartis, from 1991 to 1997 in positions of increasing responsibility in clinical research and regulatory affairs. Prior to joining the pharmaceutical industry, Dr. Levy served as an Assistant Professor of Medicine at the UCLA School of Medicine. Dr. Levy currently serves on the boards of directors of Kiniksa Pharmaceuticals, Ltd., Madrigal Pharmaceuticals Inc., and ProTara Therapeutics Inc. From April 2020 to June 2021, Dr. Levy served on the board of directors of Constellation Pharmaceuticals, a publicly traded biopharmaceutical company which was acquired by MorphoSys AG. Dr. Levy is board certified in Internal Medicine and Gastroenterology and received his A.B. in Biology from Brown University, his M.D. from the University of Pennsylvania School of Medicine and completed his training in Internal Medicine at the Hospital of the University of Pennsylvania and a fellowship in Gastroenterology and Hepatology at UCLA. | Relevant Expertise We believe Dr. Levy’s significant management experience in the pharmaceutical industry and medical training qualify him to serve on our board of directors. Other Public Company Boards Kiniksa Pharmaceuticals, Ltd. Madrigal Pharmaceuticals Inc. ProTara Therapeutics Inc. |

  14. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | 10 | 2026 PROXY STATEMENT | |

  15. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Committees: • Compensation • Nominating and Governance (Chair) | Robert A. Profusek, J.D. | | | | Director Director since: 2018 Age: 76 | | | | Biography Robert A. Profusek, J.D. has served as one of our directors since June 2018, as chair of our nominating and corporate governance committee and a member of our compensation committee since September 2018 and as our lead independent director since August 2018. Mr. Profusek is a partner of the Jones Day law firm where he is the global chair of the firm’s mergers and acquisitions practice. His law practice focuses on mergers, acquisitions, takeovers, restructurings and corporate governance matters. Mr. Profusek also serves as the Lead Independent Director of CTS Corporation, a publicly traded designer and manufacturer of sensors, actuators and electronic components. Mr. Profusek has served as a director of three other publicly traded companies and was recognized in the Wall Street Journal's inaugural list of "Top 250 U.S. Directors" last year. Mr. Profusek holds a B.A. from Cornell University and a J.D. from New York University. | Relevant Expertise We believe Mr. Profusek is qualified to serve as a board member because of his expertise in legal matters, including corporate governance, capital markets expertise attained through his extensive experience in mergers and acquisitions and financing activities; managerial experience attained through his leadership roles with Jones Day and the knowledge and experience he has attained through his service as a director of four other public companies. Other Public Company Boards CTS Corporation |

  16. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the nominating and corporate governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that the nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity of backgrounds and experience, gender, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our company’s business and other commitments. Other than the foregoing, there are no stated minimum criteria for director nominees.

  17. Considerations in Evaluating Director Nominees

    | | 2026 PROXY STATEMENT | 13 |

  18. Considerations in Evaluating Director Nominees

    In making determinations regarding nominations of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints. The nominating and corporate governance committee also considers these and other factors as it oversees the annual board of directors and committee evaluations.

  19. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table provides information regarding compensation paid by us to our non-employee directors during 2025. Directors who are also our employees receive no additional compensation for their service as a director. During 2025 one director, Dr. Perlroth, our Chief Executive Officer and Chairman, was an employee. Dr. Perlroth’s compensation is discussed under the caption “Executive Compensation.”

  20. Non-Employee Director Compensation

    | Name | Fees Earned or paid in Cash(1) | Option Awards(2) | Total | | Felix J. Baker, Ph.D.(3) | $— | $92,800 | $92,800 | | Charles A. Bancroft(4) | 77,500 | 92,800 | 170,300 | | Bassil I. Dahiyat, Ph.D.(5) | 55,000 | 92,800 | 147,800 | | Richard S. Levy, M.D.(6) | 50,000 | 92,800 | 142,800 | | Robert A. Profusek, J.D.(7) | 86,500 | 92,800 | 179,300 | | Taiyin Yang, Ph.D.(8) | 55,000 | 92,800 | 147,800 |

  21. Non-Employee Director Compensation

    (1) Represents fees earned during 2025. (2) Represents the aggregate grant date fair value of stock option awards granted in 2025. These amounts have been computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, without regard to estimated forfeitures. For a discussion of valuation assumptions, see Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. (3) Dr. Baker, who beneficially owns approximately 32% of the shares of our common stock outstanding as of March 31, 2026, does not accept cash compensation for service as a director. As of December 31, 2025, Dr. Baker held options for the purchase of 188,356 shares of common stock, 148,356 of which were vested as of such date. (4) As of December 31, 2025, Mr. Bancroft held options for the purchase of 168,765 shares of common stock, 128,765 of which were vested as of such date. (5) As of December 31, 2025, Dr. Dahiyat held options for the purchase of 213,356 shares of common stock, 173,356 of which were vested as of such date. (6) As of December 31, 2025, Dr. Levy held options for the purchase of 238,356 shares of common stock, 198,356 of which were vested as of such date. (7) As of December 31, 2025, Mr. Profusek held options for the purchase of 238,356 shares of common stock, 198,356 of which were vested as of such date. (8) As of December 31, 2025, Dr. Yang held options for the purchase of 166,640 shares of common stock, 126,640 of which were vested as of such date.

  22. Outside Director Compensation Policy

    Outside Director Compensation Policy Our board of directors has approved a compensation policy for our non-employee directors (the “Outside Director Compensation Policy”), effective August 5, 2024. For purposes of the Outside Director Compensation Policy, our board of directors has classified each director into one of the two following categories: (1) an “employee director,” is a director who is employed by us and (2) a “non-employee director,” is a director who is not an employee director. Only non-employee directors receive compensation under the Outside Director Compensation Policy. Non-employee directors receive compensation in the form of equity and cash under the Outside Director Compensation Policy, as described below. We believe our Outside Director Compensation Policy provides reasonable compensation to our non-employee directors that is appropriately aligned with our peers and is commensurate with the services and contributions of our non-employee directors. All directors will be reimbursed for expenses in their capacities as directors in accordance with our standard expense reimbursement policy. Director compensation is typically reviewed on an annual basis.

  23. Outside Director Compensation Policy

    | | 2026 PROXY STATEMENT | 15 |

  24. Overview

    The important features of our executive compensation program include the following: • A substantial portion of our executive compensation is delivered through variable incentives that are “at risk”. We structure a significant portion of our named executive officers’ compensation to be variable, at risk and tied directly to our measurable performance. For 2025, approximately 68% and 65% of the total reported compensation was at risk for each of our Chief Executive Officer and our Chief Financial Officer, respectively, consisting of annual performance-based cash bonuses and long-term incentive compensation granted in the form of stock options to purchase shares of our common stock, as reported in the “2025 Summary Compensation Table.”

  25. Overview

    Our executive bonuses are entirely dependent on meeting corporate objectives. Our named executive officers’ annual bonus opportunities are entirely dependent upon our achievement of annual corporate objectives established each year. For 2025, our named executive officers received annual bonuses equal to 150% of their target annual bonus opportunity based on our performance as measured against the pre-established corporate goals for 2025. • We emphasize long-term equity incentives. Equity awards are an integral part of our executive compensation program and comprise the largest “at-risk” portion of each named executive officer’s compensation package. We have historically granted equity awards primarily in the form of stock options. These awards strongly align our named executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our named executive officers to remain in our long-term employ. Stock options are also the predominant vehicle among biopharmaceutical companies at our stage of development, and the most prevalent type of equity award used by our peer companies. The Company also grants restricted stock unit ("RSU") awards as part of the equity award mix from time to time, which we believe improves the balance and risk profile of our executive compensation program, in addition to further incentivizing retention and aligning our named executive officers’ interest with those of our stockholders. • Change in control benefits are limited to double-trigger payments which require both a change in control of the Company and a qualifying termination of employment (either without cause or for good reason) to trigger payment. • We do not provide our named executive officers with any excise tax reimbursement (including “gross up”) payments in connection with any payments or benefits received upon a change in control of the Company. • We do not provide our named executive officers with any special health or welfare benefits. Our named executive officers participate in broad-based Company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. • Our compensation committee has retained an independent third-party compensation consultant for guidance in analyzing our executive compensation program and making compensation decisions, including market practices, so that our compensation committee can regularly assess our individual compensation packages and total compensation programs against our peer companies, the competitive marketplace and other relevant industry data points. • The equity awards granted to our named executive officers have multiple-year vesting requirements, consistent with our retention objectives.

  26. Objectives, Philosophy and Elements of Compensation

    | Elements of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and the overall performance of our Company) and by reference to market data provided by the compensation committee’s compensation consultant. | | Annual Bonus (“at-risk” cash) | Motivates and rewards our named executive officers for attaining rigorous annual corporate performance goals that relate to our key business objectives. | Bonus opportunities are entirely dependent upon achievement of specific corporate performance objectives, generally determined by the compensation committee and our board of directors and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, based on achievement of the pre-established corporate performance objectives. | | Long-Term Incentive: Long-Term Performance Incentive Plan (“LTPIP”) stock options (“at-risk” equity) | Motivates our named executive officers and eligible employees to create significant stockholder value through a combination of stock price triggers and operational milestones. | Named executive officers and eligible employees were provided a one-time opportunity to ‘buy-in’ to the 2021 LTPIP via an election and agreement to forgo up to 75% of their annual equity incentive awards for seven years from FY 2021-2028. In return, participants received a one-time grant of performance-based stock options that could potentially provide up to three times more value than the forgone annual equity incentive awards as of 2021. The 2021 LTPIP performance-based stock options vest based on the achievement of certain stock price targets and operational milestones, subject to the recipient’s continued employment, during a seven-year performance period. | | Long-Term Incentive: Performance stock options (“at-risk” equity) | Motivates our named executive officers to achieve our corporate objectives by tying compensation to the performance of our common stock over the long term and/or the achievement of business, clinical development and regulatory goals over the long term; motivates our named executive officers to remain with the Company by mitigating swings in incentive values during periods when market volatility weighs on our stock price. | Earned portions of the awards begin vesting once the performance milestone is achieved and then vest through the remainder of the seven-year period in equal monthly increments, ensuring a true long-term incentive program. | | Long-Term Incentive: Service-based stock options (“at-risk” equity) | Motivates our named executive officers to achieve our business objectives by tying incentives to the appreciation of our common stock over the long term. | Stock options have an exercise price equal to or greater than the fair market value of our common stock on the date of grant. The ultimate value realized, if any, depends on the appreciation of our common stock price and if our stock price does not appreciate, there is no value realized by our executive officers. Stock options may vest based on continued service over a specified period of time and/or achievement of pre-established performance goals. | | Long-Term Incentive: RSU awards (“at-risk” equity) | Motivates our named executive officers to achieve our corporate objectives by tying compensation to the performance of our common stock over the long term and/or the achievement of business, clinical development and regulatory goals over the long term; motivates our named executive officers to remain with the Company by mitigating swings in incentive values during periods when market volatility weighs on our stock price. | RSU awards may vest based on continued service over a specified period of time and/or achievement of pre-established performance goals; the ultimate value realized varies with our common stock price. |

  27. Objectives, Philosophy and Elements of Compensation

    In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both the performance and skills of each of our named executive officers, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. In determining the aggregate size of equity grants in any given year, the compensation committee (or our board of directors in the case of our Chief Executive Officer) generally considers the same factors described above under “Base Salary” with respect to performance during the prior fiscal year, as well as the criticality of the executive officer to the long-term achievement of corporate goals. The compensation committee also considers the impact of dilution by reviewing overall share utilization and usage. We do not have any formal policies for allocating compensation among base salary, annual bonus awards and equity awards, short-term and long-term compensation or among cash and non-cash compensation. Instead, the compensation committee uses its judgment to establish a total compensation package for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, a significant portion of the named executive officers’ target total direct compensation is comprised of target bonus opportunities and long-term equity awards, in order to align the named executive officers’ incentives with the interests of our stockholders and our corporate objectives. In making executive compensation decisions, the compensation committee generally considers each named executive officer’s target total direct compensation, which consists of base salary, target bonus opportunity, which together with base salary we refer to as target total cash compensation and long-term equity awards (valued based on an approximation of grant date fair value).

  28. Role of Our Compensation Consultant

    Role of Our Compensation Consultant The compensation committee has the authority to retain compensation consultants to assist it in fulfilling its responsibilities. For purposes of evaluating 2025 compensation for each of our named executive officers and making 2025 compensation decisions, the compensation committee retained Compensia, Inc., a national compensation consulting firm, to assist the compensation committee in reviewing our executive compensation program and to ensure that our compensation programs remain competitive in attracting and retaining talented executives. During 2025, Compensia assisted the compensation committee in developing a group of peer companies to use as a reference in making compensation decisions, developing the compensation committee’s executive pay philosophy, evaluating current pay practices and considering different compensation programs and compensation and corporate governance best practices. As described further below, Compensia also prepared an analysis of our compensation practices with respect to base salaries,

  29. Role of Our Compensation Consultant

    | 22 | 2026 PROXY STATEMENT | |

  30. Role of Our Compensation Consultant

    annual bonuses and equity awards against competitive market practices. Compensia reports directly to the compensation committee, which maintains the authority to direct Compensia’s work and engagement, and advises the compensation committee and our human resources department from time to time. Compensia interacts with management to gain access to Company information that is required to perform its services and to understand the culture and policies of our organization. The compensation committee and Compensia meet in executive session with no members of management present as needed to address various compensation matters, including deliberations regarding our Chief Executive Officer’s compensation. Our compensation committee has assessed the independence of Compensia pursuant to the applicable Nasdaq listing standards and SEC rules, and concluded that Compensia is independent and that the work of Compensia has raised no conflict of interest that would prevent Compensia from independently representing the compensation committee.

  31. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data We aim to attract and retain the most highly qualified executive officers in an extremely competitive market. Accordingly, the compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the compensation committee reviews market data for each named executive officer’s position, compiled by Compensia as described below, including information relating to the compensation for executive officers in the biopharmaceutical industry. In developing a proposed list of our peer group companies to be used in connection with making compensation decisions for 2025, Compensia examined our compensation philosophy and selected companies that would be appropriate peers based on geography, industry focus, stage of development and market capitalization. Specifically, companies were selected with the following parameters: • Geography: We focused on biopharmaceutical companies listed on a U.S. national securities exchange with a preference for companies with U.S. headquarters. • Industry Focus: We focused on biopharmaceutical companies employing platform technologies to develop high complexity drugs and / or treating complex or high prevalence diseases. • Stage of development: We focused on companies that were in the late stages of clinical development or early stages of commercialization. This included companies conducting at least one registrational (Phase 3 or other pivotal) clinical trial, as well as companies with recently approved products generating less than $500 million in annual revenue. • Market Capitalization: We focused on companies with market capitalization representing approximately 0.2 to five times our market capitalization at the time of evaluation. Based on these criteria, for 2025, Compensia recommended, and our compensation committee approved, the following peer group for use in analyzing 2025 compensation:

  32. Use of Competitive Market Compensation Data

    | • 4D Molecular Therapeutics | • Mersana Therapeutics | | • AbCellera Biologics | • Nektar Therapeutics | | • Allogene Therapeutics | • Ocugen | | • Annexon | • Ocular Therapeutix | | • Coherus BioSciences | • Prelude Therapeutics | | • EyePoint Pharmaceuticals | • RAPT Therapeutics | | • Fate Therapeutics | • REGENXBIO | | • Heron Therapeutics | • Viridian Therapeutics | | • MeiraGTx Holdings plc | |

  33. Use of Competitive Market Compensation Data

    Using the peer companies listed above, Compensia prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25th, 50th, 60th and 75th percentiles of the market data) with respect to base salary, annual bonuses, equity awards (valued based on an approximation of grant date fair value and as an ownership percentage), target total cash compensation (including base salary and the target annual bonus) and target total direct compensation (total target cash compensation and equity compensation). The compensation committee reviews these market data reference points and structures each component of compensation (including target total direct compensation) to be competitive with the market. However, the market data is only one of the factors that the compensation committee considers in making compensation decisions, and therefore, individual named executive officer compensation may fall above or below these general guidelines.

  34. Use of Competitive Market Compensation Data

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  35. Annual Bonuses

    Annual Bonuses In early 2026, our compensation committee approved our 2025 annual bonus program. The 2025 annual bonus each named executive officer was eligible to receive was based on the individual’s target bonus, calculated as a percentage of base salary, or target bonus percentage, and the extent to which we achieved the corporate objectives that our board of directors established for the year. There is no specified minimum or maximum bonus percentage or amount established for the named executive officers. Specifically, the compensation committee determined that the 2025 target bonus percentage should remain at 65% for Dr. Perlroth and 45% for Mr. Borgeson. The compensation committee’s decision regarding 2025 target bonus percentages for our NEOs was based on a review of a competitive market analysis prepared by Compensia, as well as an assessment of target bonus percentages appropriate to align us competitively with our 2025 compensation peer group. In connection with establishing the 2025 annual bonus program, the compensation committee approved the corporate goals identified in the table below. In selecting these goals, the compensation committee believed that they were appropriate drivers for our business, as they supported tarcocimab clinical development and advanced our research and discovery pipeline, all while maintaining a solid financial position, which together, would enhance stockholder value. At the time the 2025

  36. Annual Bonuses

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  37. Annual Bonuses

    corporate goals were set, the compensation committee and management believed that such goals were challenging and achieving them would require not only continued strong research and product development success as well as prudent fiscal and legal management, but also a high level of effort and execution on the part of our named executive officers. The compensation committee also applied a performance weighting to each goal relative to the overall performance of the Company to reflect the prioritization of key business objectives in the table below. No specific individual objectives were established for any of our named executive officers for 2025, so our named executive officers’ 2025 annual bonuses were entirely dependent on the achievement of our 2025 corporate goals. During 2025, management reported regularly to the compensation committee on the status of our performance against these goals and in January 2026, the compensation committee evaluated our performance in relation to the 2025 goals. After consideration of such performance, the compensation committee concluded that 2025 was a year of important advancements during which the Company achieved or exceeded all of our pre-established corporate goals, as further described in the table below. The table below describes each corporate goal as well as the achievements related to each goal.

  38. Annual Bonuses

    | Corporate Goal | 2025 Achievements | Weighting | | Complete enrollment for GLOW2 and DAYBREAK Advance regulatory package across non-clinical, clinical and CMC towards BLA readiness | Enrollment completed for GLOW2 and DAYBREAK during 2025 - positive topline data for GLOW2 released 1Q 2026; DAYBREAK topline data planned for 3Q 2026 We intend to file a BLA in DR, RVO and wet AMD in 2026 Rating: Exceeded goal | 25% | | Complete enrollment for APEX Parts 2 (DME) and 3 (MESI) in 1H25 Activate Phase 2b/3 Pivotal studies in 1H25 Complete KSI-101 commercial opportunity assessment | APEX enrollment completed with data readouts disclosed at Week 12 and Week 20 in 2025 PEAK and PINNACLE trials activated in 2Q 2025 KSI-101 planning and commercial opportunity communicated at July 2025 R&D Day Rating: Exceeded goal | 15% | | Successful manufacturing and release of three tarcocimab drug substance product performance qualification (PPQ) batches Scale-up and manufacturing process development of tarcocimab drug product Progress toward release of a clinical drug product manufacturing batch using a pre-filled syringe Draft manufacturing BLA sections for tarcocimab to meet planned BLA timeline Transfer manufacturing process and plan manufacturing of an additional antibody batch for KSI-101 | Three PPQ batches successfully manufactured in Kodiak’s URSUS facility Drug product package progressing towards BLA planned timeline in 2026 Pre-filled syringe strategy progressing with objective to dose patients in the DAYBREAK study as well as a human factors study prior to BLA submission Drug substance BLA sections nearly complete and drug product BLA section on track to meet BLA planned timeline Process transfer completed and commercial scale batch scheduled for 2026 Rating: Exceeded goal | 20% |

  39. Annual Bonuses

    | | 2026 PROXY STATEMENT | 25 |

  40. Annual Bonuses

    | Corporate Goal | 2025 Achievements | Weighting | | Complete tarcocimab non-clinical BLA readiness gap analysis Tarcocimab non-clinical BLA readiness to meet planned BLA timeline Conduct KSI-501 phase appropriate work to support KSI-501 clinical development and BLA Conduct KSI-101 phase appropriate work to support KSI-101 clinical development and BLA | Tarcocimab non-clinical program is mature to support BLA in DR, RVO and wet AMD indications Non-clinical activities are on target to meet tarcocimab planned BLA filing timeline Current data packages for KSI-501 non-clinical program progressed to support phase 3 clinical development, as well as towards BLA readiness Current data for KSI-101 and KSI-501 non-clinical programs progressed to support KSI-101 phase 3 clinical development and BLA in adult MESI Rating: Achieved goal | 5% | | Advance pipeline programs using Kodiak’s proprietary high DAR biopolymer platform into in vivo studies while developing manufacturing readiness Progress retina pipeline, including bispecific antibody programs KSI-102 and KSI-103 for retinal inflammatory diseases, toward GMP manufacturing and IND-enabling studies | Conducted systemic in vivo studies and developed framework for scalable manufacturing process Significant progress in cell line construction for KSI-102 and KSI-103 Rating: Achieved goal | 10% | | Advance design of our VETi to enable manufacturing stage, including integrating Scanning Laser Ophthalmoscopy (SLO) and 3D Optical Coherence Tomography (OCT) Advanced image Processing & AI – Enhance image processing and machine learning algorithms for multidimensional data analysis Miniaturization – Advance the next phase of development by reducing size and weight while preserving performance, ensuring a more ergonomic and commercially viable design | Strong progress, deferred design lock to allow for additional hardware features Strong progress including best corrected visual acuity ("BCVA") application functioning, neural network-based pupillometry functioning and early cognitive applications being developed Strong progress, including new and upgraded components Rating: Achieved goal | 5% | | Evaluate financing opportunities and complete raise of additional capital to support operations through DAYBREAK topline data readout Maintain team capabilities in accordance with company priorities | Completed public offering of common stock at a price of $23 per share for gross proceeds of $184 million Retained key team members and supplemented team with new hires for next stage of growth Rating: Achieved goal | 20% |

  41. Annual Bonuses

    As shown in the table below, based on our performance relative to the 2025 corporate goals, the compensation committee awarded each of our named executive officers an annual bonus equal to 150% of his target bonus opportunity for 2025.

  42. Annual Bonuses

    | | 2025 Target | 2025 Actual | | Named Executive Officer | Bonus (1) | Bonus | | Victor Perlroth, M.D. | $515,216 | $772,824 | | John A. Borgeson | $248,881 | $373,321 |

  43. Annual Bonuses

    These amounts are based on actual base salaries paid during 2025, which reflect the mid-year adjustments to the named executive officers’ respective base salaries.

  44. Annual Bonuses

    | 26 | 2026 PROXY STATEMENT | |

  45. Long-Term Incentive Compensation

    Long-Term Incentive Compensation In June 2025, our compensation committee granted an annual service-based equity award to each of our NEOs in the form of an option to purchase common stock. In determining the form of the annual equity awards for our NEOs, the compensation committee took into consideration both the practices of the companies in our compensation peer group and competitive market data provided by its compensation consultant. The compensation committee determined that the 2025 equity awards would be in the form of service-based stock options. To determine the value of these equity awards, the compensation committee considered a competitive market analysis of long-term incentive compensation prepared by Compensia using the 60th percentile of the competitive market data as the starting point and then adjusting the value of the annual equity awards as it deemed appropriate in its discretion. In addition, the size of the option award ultimately awarded to each NEO in 2025 was reduced to reflect the elections our NEOs made in connection with the 2021 LTPIP. In October 2021, our NEOs received stock options under the 2021 LTPIP, which vest subject to the achievement of certain stock price goals and operational milestones (and subject to their continued employment) during a seven-year performance period. In connection with receiving these awards, each NEO agreed to forgo a corresponding percentage of the annual equity incentive awards they would otherwise have received for the seven-year period from 2021 to 2028. As a result, Dr. Perlroth’s 2025 annual option award was reduced by 75% and Mr. Borgeson’s 2025 annual option award was reduced by 50%. These stock options vest monthly over a four-year period, subject to the NEO’s continued service with us through the applicable vesting date. In March 2026, in recognition of his leadership in guiding the Company’s strategy during the years 2023, 2024 and 2025, our compensation committee granted a performance-based stock option award to Dr. Perlroth to acquire up to 175,000 shares of our common stock at an exercise price of $25 per share. Shares subject to the performance-based option will vest as follows based on the 30-day average stock price as measured on June 30, 2027, the Performance Criteria Achievement Date (the "PCAD"). In the event the average stock price on the PCAD is (i) less than $25.00, then zero shares will vest, (ii) greater than or equal to $25.00, then one-third of the shares subject to the option will vest, (iii) greater than $30.00, then two-thirds of the shares subject to the option will vest; or (iv) greater than $35.00, then all the shares subject to the option will vest, subject to Dr. Perlroth’s continued service with us through the PCAD. The table below shows the 2025 annual service-based equity awards approved by the compensation committee for each of our named executive officers and the final awards, after giving effect to each individual’s 2021 LTPIP election to forego a portion of the awards as described above.

  46. Long-Term Incentive Compensation

    | | 2025 Stock Option | | | Grant | | Named Executive Officer | (# of shares) | | Victor Perlroth, M.D. | 340,000 | | John A. Borgeson | 250,000 |

  47. Timing of Equity Awards

    Timing of Equity Awards Annual grants of equity awards to our named executive officers are generally determined and approved at compensation committee meetings, with such meeting date typically serving as the grant date. However, the compensation committee may sometimes approve the grant of equity awards to our named executive officers and other employees in advance of its next scheduled meeting, either at a special meeting or by unanimous written consent, in connection with certain new hires, promotions and other circumstances where the compensation committee deems it appropriate to grant such awards. The grant dates for these equity awards are typically the same date that a newly hired executive officer begins employment or the effective date of an executive officer’s promotion, as applicable. In addition, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and on June 30th of each year (or the preceding trading day, if June 30th is not a trading day), respectively, pursuant to our Outside Director Compensation Policy, as further described under the heading, “Non-Employee Director Compensation—Outside Director Compensation Policy.” All stock options are granted with an exercise price that is not less than the closing price of our common stock on the grant date. We have no plan or practice to time option grants in coordination with the release of material non-public information, and we do not time the release of material non-public information to affect the value of executive compensation.

  48. Timing of Equity Awards

    | | 2026 PROXY STATEMENT | 27 |

  49. Employment Agreements with Our Named Executive Officers

    Employment Agreements with Our Named Executive Officers We entered into employment agreements with each of our named executive officers upon their initial commencement of employment with us. Each of our named executive officers is employed “at will” and may be terminated at any time for any reason. All of our named executive officers are eligible for severance and change in control payments and benefits pursuant to the terms of their respective employment agreements, the terms of which are described below under “Severance and Change in Control Payments and Benefits” and “Executive Employment Contracts and Change in Control Arrangements.”

  50. Severance and Change in Control Payments and Benefits

    Severance and Change in Control Payments and Benefits The employment agreements with our named executive officers provide for certain severance payments and benefits (cash payments, payments for benefits continuation and equity acceleration) upon a termination of employment without cause or resignation for good reason, with additional benefits if the termination occurs within the three months prior to or 24 months following a corporate transaction. We do not provide any excise or other tax reimbursement (including “gross up”) payments in connection with severance or change in control transactions. Our compensation committee periodically reviews the severance payments and benefits that we provide, including by reference to market data, to ensure that the payments and benefits remain appropriately structured and at reasonable levels. The compensation committee believes that severance protection payments and benefits are necessary to provide stability among our named executive officers, serve to focus our named executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. A more detailed description of the severance payments and benefits for each of our named executive officers is provided below under “Executive Employment Contracts and Change in Control Arrangements.” Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during his term of service, including base salary earned and accrued paid time-off.

  51. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding the compensation of our named executive officers during 2025 and 2024.

  52. 2025 Summary Compensation Table

    | | | | | | Non-Equity | | | | Name and | | | Stock | Option | Incentive Plan | All Other | | | Principal Position | Year | Salary | Awards | Awards(1) | Compensation(2) | Compensation(3) | Total | | Victor Perlroth, M.D | 2025 | $792,497 | $— | $923,032(4) | $772,824 | $10,868 | $2,499,221 | | Chief Executive Officer | 2024 | 756,604 | — | 679,603(4) | 541,044 | 10,844 | 1,988,095 | | and Chairman of the Board | | | | | | | | | John A. Borgeson | 2025 | 552,968 | — | 678,700(4) | 373,321 | 10,868 | 1,615,857 | | Executive Vice President, Chief | 2024 | 525,025 | — | 559,920(4) | 259,930 | 10,844 | 1,355,719 | | Financial Officer and Secretary | | | | | | | |

  53. 2025 Summary Compensation Table

    (1) The dollar amounts in this column represent the aggregate grant date fair value of stock option awards granted under the 2018 Plan. These amounts have been computed in accordance with ASC 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2) Amounts for 2025 represent cash bonuses earned in that year and paid in the subsequent year based on achievement of performance goals and other factors deemed relevant by our Board and compensation committee. For additional details regarding our 2025 annual bonus program, see discussion above under “Executive Compensation—2025 Executive Compensation Program—Annual Bonuses.” (3) “All Other Compensation” for the named executive officers includes matching of contributions made under the Company’s Section 401(k) plan as well as term life insurance premiums paid by us on behalf of the named executive officers. All of these benefits are provided to the named executive officers on the same terms as provided to all of our regular full-time employees. In order to participate in the LTPIP, each NEO had to “opt-in” and agree to forgo a corresponding percentage of annual equity incentive awards for years 2021-2028. As reflected, Dr. Perlroth’s 2025 annual incentive awards were reduced by 75%, and Mr. Borgeson’s 2025 annual incentive awards were reduced by 50%.

  54. 2025 Summary Compensation Table

    | | 2026 PROXY STATEMENT | 29 |

  55. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table The following table presents information concerning equity awards held by our named executive officers as of December 31, 2025.

  56. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards(5) | | | | | | | | Number of Securities | | | | | | | | Underlying Option (#) | | | | | | | | | | Equity | | | | | | | | Incentive | | | | | | | | Plan Awards: | | | | | | | | Number of | | | | | | | | Securities | | | | | | | | Underlying | | | | | Vesting | | | Unexercised | Option | Option | | | Commencement | Exercisable | Unexercisable | Unearned | Exercise | Expiration | | Name | Date | (#) | (#) | Options | Price ($) | Date | | Victor | 7/1/2025 | 35,416 | 304,584(1)(2) | — | $3.95 | 7/3/2035 | | Perlroth, M.D. | 7/1/2024 | 143,791 | 262,209(1)(2) | — | 2.49 | 8/4/2034 | | | 7/1/2023 | 202,395 | 132,605(1)(2) | — | 7.24 | 6/23/2033 | | | 7/1/2022 | 277,604 | 47,396(1)(2) | — | 8.15 | 7/5/2032 | | | 2/16/2022 | 60,000 | —(3) | — | 131.44 | 2/21/2031 | | | 10/13/2021 | — | — | 2,177,334(2)(4) | 88.21 | 10/13/2031 | | | 6/30/2021 | 60,250 | —(3) | — | 88.21 | 8/11/2031 | | | 6/11/2021 | 111,850 | —(3) | — | 73.51 | 12/30/2029 | | | 6/30/2020 | 247,498 | —(3) | — | 54.12 | 6/29/2030 | | | 12/30/2019 | 241,500 | —(3) | — | 73.51 | 12/29/2029 | | | 7/16/2019 | 241,500 | —(3) | — | 14.23 | 7/15/2029 | | | 10/3/2018 | 540,791 | —(3) | — | 10.00 | 9/30/2028 | | | 3/1/2018 | 600,000 | —(3) | — | 5.38 | 4/2/2028 | | | 9/8/2015 | 300,000 | —(3) | — | 1.04 | 6/22/2026 | | John A. | 7/1/2025 | 26,041 | 223,959(1) | — | 3.95 | 7/3/2035 | | Borgeson | 7/1/2024 | 118,468 | 216,032(1) | — | 2.49 | 8/4/2034 | | | 7/1/2023 | 125,364 | 82,136(1) | — | 7.24 | 6/23/2033 | | | 7/1/2022 | 121,718 | 20,782(1) | — | 8.15 | 7/5/2032 | | | 2/16/2022 | 15,000 | —(3) | — | 131.44 | 2/21/2031 | | | 10/13/2021 | — | — | 500,000(4) | 88.21 | 10/13/2031 | | | 6/30/2021 | 25,000 | —(3) | — | 88.21 | 8/11/2031 | | | 6/11/2021 | 19,250 | —(3) | — | 73.51 | 12/30/2029 | | | 6/30/2020 | 46,163 | —(3) | — | 54.12 | 6/29/2030 | | | 12/30/2019 | 67,500 | —(3) | — | 73.51 | 12/29/2029 | | | 7/16/2019 | 67,500 | —(3) | — | 14.23 | 7/15/2029 | | | 10/3/2018 | 161,662 | —(3) | — | 10.00 | 9/30/2028 | | | 3/1/2018 | 200,000 | —(3) | — | 5.38 | 4/2/2028 | | | 1/1/2016 | 88,614 | —(3) | — | 1.04 | 6/22/2026 |

  57. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    (1) Vests over four years in equal monthly installments, subject to continued service on the applicable vesting date. (2) Subject to an early exercise right and may be exercised in full prior to vesting of the shares underlying such option. (3) Fully vested as of December 31, 2025. (4) Vesting conditions applicable to the 2021 LTPIP awards. (5) There were no unvested stock awards outstanding as of December 31, 2025.

  58. 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, we are providing the following information regarding the relationship between “compensation actually paid” ("CAP") to our named executive officers and certain financial performance of the Company for the past three fiscal years.

  59. Pay Versus Performance

    | | | | | | Value of Initial | | | | | | Average | Average | Fixed $100 Investment | | | | Summary | | Summary | Compensation | Based on: | | | | Compensation | Compensation | Compensation | Actually Paid to | Total | | | | Table Total for | Actually Paid to | Table Total for | Non-PEO | Shareholder | Net | | Year(1) | PEO(2)(3) | PEO(4) | Non-PEO NEOs(3) | NEOs(4) | Return(5) | (Loss)(6) | | 2025 | $2,499,221 | $24,351,780 | $1,615,857 | $13,861,768 | $390.50 | $(229,966,426) | | 2024 | 1,988,095 | 11,276,569 | 1,355,719 | 5,783,132 | 11.74 | (176,207,000) | | 2023 | 2,725,068 | (830,470) | 1,539,795 | (316,524) | 3.59 | (260,491,000) |

  60. Pay Versus Performance

    (1) We are a smaller reporting company pursuant to Rule 405 of the Securities Act, and as such, are only required to include information for the past three fiscal years in this table. (2) Victor Perlroth, M.D. served as the principal executive officer (“PEO”) of the Company during 2025, 2024 and 2023. The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the Company’s other named executive officers (excluding Dr. Perlroth) as a group (“Non-PEO NEOs”) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – 2025 Summary Compensation Table” of this Proxy Statement and the Company’s proxy statements for fiscal years 2024 and 2023. The name of the Non-PEO NEO included in the amounts in 2025 is John A. Borgeson. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each of 2024 and 2023 are John A. Borgeson and Jason Ehrlich (whose employment with the Company terminated in August 2023).

  61. Pay Versus Performance

    | 32 | 2026 PROXY STATEMENT | |

  62. Pay Versus Performance

    The dollar amounts reported as “compensation actually paid” to the Company’s PEO and the average amount reported as “compensation actually paid” to the Non-PEO NEOs, are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to such PEO and Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total reported compensation for 2025 to determine the compensation actually paid to the PEO and the average compensation actually paid to the Non-PEO NEOs:

  63. Pay Versus Performance

    | Year | Position | Reported Summary Compensation Table Total for PEO | (Less): Reported Value of Equity Awards(A) | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(B) | Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(B) | Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(B) | Equals: Compensation Actually Paid to PEO | | 2025 | PEO | $2,499,221 | $(923,032) | $7,729,536 | $14,598,849 | $447,206 | $24,351,780 |

  64. Pay Versus Performance

    | Year | Position | Reported Summary Compensation Table Total for Non-PEO NEO | (Less): Reported Value of Equity Awards(A) | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(B) | Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(B) | Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(B) | Equals: Compensation Actually Paid to Non-PEO NEO | | 2025 | Non-PEO NEO | $1,615,857 | $(678,700) | $5,683,487 | $6,912,298 | $328,826 | $13,861,768 |

  65. Pay Versus Performance

    (A) The grant date fair value of equity awards represents for the PEO and the Non-PEO NEO, the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for 2025. (B) The equity award adjustments for 2025 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2025 that are outstanding and unvested as of the end of 2025; (ii) the change in fair value during 2025 of any equity awards granted in a prior year that are outstanding and unvested as of the end of 2025; (iii) for awards that are granted and vest in the same year, the fair value as of the vesting date; and (iv) for awards granted in prior years that vest in 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair value did not materially differ from those disclosed as of the grant date of the equity awards. (5) Cumulative total shareholder return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends on our common stock for the measurement period (if any), assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. (6) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.

  66. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

  67. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR We believe the compensation paid to our executives demonstrates our commitment to aligning long-term equity incentives with the interests of our stockholders. The substantial drop in Kodiak’s share price in 2022 following our Phase 2b/3 study in wet AMD topline data release significantly impacted compensation actually received by our executives in 2022 and 2023. For example, in October 2021, our NEOs received stock options under the 2021 LTPIP, which vest subject to the achievement of certain stock price goals and operational milestones (and subject to their continued employment) during a seven-year performance period. All of the LTPIP options granted to our NEOs have an exercise price of $88.21 per share and will provide no realizable value to our NEOs unless and until our stock price exceeds $88.21 per share. The following graph sets forth the relationship between the CAP to our PEO and our Non-PEO NEO, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  68. Compensation Actually Paid and Cumulative TSR

    | | 2026 PROXY STATEMENT | 33 |

  69. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between compensation actually paid to our PEO and our Non-PEO NEO, and the Company’s net income (loss) over the three most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  70. Compensation Actually Paid and Net Income (Loss)

    | 34 | 2026 PROXY STATEMENT | |

  71. Compensation Actually Paid and Net Income (Loss)

    RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The audit committee of the board of directors has appointed PricewaterhouseCoopers LLP, independent registered public accountants, to audit our financial statements for the year ending December 31, 2026. During the year ended December 31, 2025, PricewaterhouseCoopers served as our independent registered public accounting firm. Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of Kodiak and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the year ending December 31, 2026. Our audit committee is submitting the selection of PricewaterhouseCoopers to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PricewaterhouseCoopers will be present via webcast at the Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders. If the stockholders do not ratify the appointment of PricewaterhouseCoopers, the audit committee would reconsider the appointment.