DEF 14A of Sana Biotechnology, Inc.
Filed Apr 24, 2026 · FY20250001193125-26-174883
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our Board currently consists of nine directors. Our amended and restated certificate of incorporation (our certificate of incorporation) provides for a classified Board divided into three classes of directors, with each class serving a staggered three-year term. Each class currently consists of three directors. At each annual meeting of stockholders, the successors to directors whose terms then expire are elected to serve from the time of election and qualification until the third annual meeting following their election. Vacancies on our Board may be filled only by an affirmative vote of a majority of the directors then in office. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, serves for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board has nominated the three individuals listed in the table below for election as Class II directors at the Annual Meeting. Each of the nominees listed below is currently a Class II director. If our stockholders elect the nominees listed below, they will hold office until the 2029 annual meeting of stockholders or until their respective successors have been duly elected and qualified. All nominees have consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for any nominees other than those named below. If any nominee is unable or does not qualify to serve, you or your proxy may vote for another nominee proposed by our Board. If for any reason any of these nominees proves unable or unwilling to stand for election or ceases to qualify to serve as a director, our Board will nominate an alternate or reduce the size of our Board to eliminate any resulting vacancies. Our Board has no reason to believe that any of the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee. We seek directors with a broad range of qualifications, skills, and experience that would enhance Board effectiveness and strengthen our Board’s ability to carry out its oversight role on behalf of stockholders. As further described below, though we do not have a specific policy with respect to Board diversity, we consider diversity broadly as one of many relevant factors when evaluating potential directors, and may also consider factors such as a candidate’s relevant academic expertise and business or career experience, including experience in corporate management or as a board member or executive officer of another publicly traded company, to be relevant. In addition, we seek directors who have a high level of personal and professional integrity, strong ethics and values, and the ability to make mature, independent business judgments.
Information About Our Nominees For Election
Information About Our Nominees For Election Set forth below are the names, ages, and lengths of service of our nominees for election to our Board as of April 24, 2026.
Information About Our Nominees For Election
| Nominees | Age | Term Expires | Position(s) Held | Director Since | | Hans E. Bishop | 62 | 2026 | Chairman of the Board | 2018 | | Robert Nelsen | 62 | 2026 | Director | 2018 | | Alise S. Reicin, M.D. | 65 | 2026 | Director | 2020 |
Information About Our Nominees For Election
Biographical information for each nominee for election to our Board, including each such individual’s principal occupation, business experience, and education, and an explanation of the qualifications, skills, and experience that we believe are relevant to such individual’s service on our Board, is set forth below. Hans E. Bishop has served as Chairman and a member of our Board since October 2018. Mr. Bishop has more than 30 years of experience in the biotechnology industry. Mr. Bishop is a founder and has served as President and co-chair of the board of directors of Altos Labs, Inc. (Altos Labs), a privately held biotechnology company, since January 2022. Prior to Altos Labs, Mr. Bishop served as the Chief Executive Officer of GRAIL, Inc., a healthcare company, from June 2019 to October 2021, following its acquisition by Illumina, Inc. (Illumina), a public biotechnology company. Mr. Bishop founded Juno Therapeutics, Inc. (Juno) in July 2013 and served as its President and Chief Executive Officer until its acquisition by Celgene Corporation (Celgene) in March 2018. Prior to Juno, Mr. Bishop served as Executive in Residence at Warburg Pincus, a multinational private equity firm. Earlier in his career, Mr. Bishop served as Executive Vice President and Chief Operating Officer of Dendreon Corporation (Dendreon), which was a public biopharmaceutical company during his tenure. Prior to Dendreon, Mr. Bishop served as President of Specialty Medicine at Bayer Healthcare, a multinational pharmaceutical and life sciences company, and before that served as Senior Vice President of Global Commercial Operations and Vice President and General Manager of European Biopharmaceuticals at Chiron Corporation, which was a public multinational biotechnology company during his tenure. Mr. Bishop previously served on the boards of directors of Agilent Technologies, Inc., a public instrumentation manufacturing company, Celgene, which was a public biopharmaceutical company during his service as a director, JW (Cayman) Therapeutics Co. Ltd (JW Therapeutics), a public cell therapy company in China, and Lyell Immunopharma, Inc. (Lyell Immunopharma), a public cellular therapy company. Mr. Bishop received his B.A. in Chemistry from Brunel University in London. We believe Mr. Bishop is qualified to serve on our Board because of his extensive management experience within the pharmaceutical and biotechnology industries and his academic experience. Robert Nelsen has served as a member of our Board since October 2018. Mr. Nelsen is a co-founder and has served as Managing Director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies, since 1994, and has played a significant role in the early sourcing, financing, and development of more than 150 biopharmaceutical companies. Mr. Nelsen currently serves on the boards of directors of Hua Medicine, a public biotechnology company, where he serves as Chairman, and Prime Medicine, Inc., a public biotechnology company. Mr. Nelsen previously served on the boards of directors of several public biotechnology and biopharmaceutical companies, including Adolor Corporation, Agios Pharmaceuticals, Inc., Beam Therapeutics Inc. (Beam), Bellerophon Therapeutics, Inc., Brii Biosciences Limited, Denali Therapeutics, Inc., Fate Therapeutics, Inc., Gossamer Bio, Inc. (Gossamer Bio), Illumina, Juno, Karuna Therapeutics, Inc., KYTHERA Biopharmaceuticals, Inc., Lyell Immunopharma, NeurogesX, Inc., Revolution Healthcare Acquisition Corp., Sage Therapeutics, Inc., Sienna Biopharmaceuticals, Inc., Syros Pharmaceuticals, Inc., Unity Biotechnology, Inc., and Vir Biotechnology, Inc. He also previously served as a Trustee of the Fred Hutchinson Cancer Center and the Institute for Systems Biology, and as a director of the National Venture Capital Association. Mr. Nelsen received his M.B.A. from the University of Chicago Booth School of Business and his B.S. in Economics and Biology from the University of Puget Sound. We believe Mr. Nelsen is qualified to serve on our Board because of his venture capital and industry experience, his extensive experience serving on boards of directors of public biotechnology companies, and his significant academic experience. Alise S. Reicin, M.D. has served as a member of our Board since December 2020. Dr. Reicin has served as President and Chief Executive Officer of Tectonic Therapeutic, Inc. (Tectonic), a public biotechnology company, since August 2020. Prior to Tectonic, she served as President, Global Clinical Development at Celgene, which was a public biopharmaceutical company, from November 2018 to December 2019. Prior to Celgene, she served as Head of Global Clinical Development at EMD Serono Inc. (EMD Serono), a privately held pharmaceutical company, from May 2015 to October 2018. Prior to EMD Serono, Dr. Reicin served as Vice President, Program and Pipeline Leadership, Oncology at Merck. Prior to Merck, she was a faculty member at Columbia Medical School and a physician and researcher at Columbia Presbyterian Hospital. Dr. Reicin currently serves on the boards of directors of Immatics N.V., a public biopharmaceutical company based in Germany, and Tectonic. Dr. Reicin previously served on the board of directors of Homology Medicines, Inc., which was a public biopharmaceutical company during Dr. Reicin’s service as a director. Dr. Reicin received her M.D. from Harvard Medical School and her B.A. in Biochemistry from Barnard College of Columbia University. We believe Dr. Reicin is qualified to serve on our Board because of her extensive clinical expertise and leadership experience at biopharmaceutical companies.
Information About Our Board of Directors
Information About Our Board of Directors Our nominees for election as directors at our Annual Meeting are all currently serving as members of our Board. Information about each such nominee is set forth in the section above titled “Information About Our Nominees for Election” and is incorporated into this section by reference. Set forth below are the names, ages, and lengths of service of the remaining members of our Board whose terms continue beyond the Annual Meeting as of April 24, 2026.
Information About Our Board of Directors
| Directors | Age | Term Expires | Position(s) Held | Director Since | | Joshua H. Bilenker, M.D. | 54 | 2027 | Director | 2020 | | Steven D. Harr, M.D.(1) | 55 | 2027 | President, Chief Executive Officer, and Director | 2018 | | Richard Mulligan, Ph.D. | 71 | 2027 | Vice-Chairman | 2018 | | Robert L. Rosiello | 68 | 2028 | Director | 2025 | | Michelle Seitz, CFA | 60 | 2028 | Director | 2020 | | Patrick Y. Yang, Ph.D. | 78 | 2028 | Director | 2018 |
Information About Our Board of Directors
| (1) In April 2026, Dr. Harr was reclassified from Class I of the Board to Class III of the Board. As a result, Dr. Harr’s term will expire at the 2027 annual meeting of stockholders. |
Information About Our Board of Directors
Biographical information for each such director, including each such individual’s principal occupation, business experience, and education, and an explanation of the qualifications, skills, and experience that we believe are relevant to such individual’s service on our Board, is set forth below. Joshua H. Bilenker, M.D. has served as a member of our Board since November 2020. Dr. Bilenker is a co-founder of Treeline Biosciences, Inc. (Treeline), a privately held biopharmaceutical company, and has served as its Chief Executive Officer since April 2021. Prior to Treeline, he served as Chief Executive Officer of Loxo Oncology at Lilly, a research and development group of Eli Lilly and Company (Eli Lilly), from December 2019 to January 2021, and served as founding Chief Executive Officer of Loxo Oncology, Inc. (Loxo), which was a public biopharmaceutical company, from June 2013 until its acquisition by Eli Lilly in February 2019. Dr. Bilenker joined Aisling Capital LLC in April 2006 and served there in various capacities, including as an Operating Partner from November 2013 to December 2019. Previously, Dr. Bilenker served as a medical officer in the Office of Oncology Drug Products at the United States Food and Drug Administration from August 2004 to April 2006. Dr. Bilenker previously served on the boards of directors of several public companies, including Gossamer Bio, Loxo, ViewRay, Inc., a public medical technology and device company, T2 Biosystems, Inc., a public medical diagnostics company, and Roka Bioscience, Inc., a molecular diagnostics company that was public during Dr. Bilenker’s service as a director. Dr. Bilenker also formerly served on the board of directors of the National Comprehensive Cancer Network Foundation and BioEnterprise. Dr. Bilenker trained at the University of Pennsylvania in internal medicine and medical oncology and earned board certification in these specialties. Dr. Bilenker received his M.D. from the Johns Hopkins School of Medicine and his A.B. in English from Princeton University. We believe Dr. Bilenker is qualified to serve on our Board because of his extensive experience and service as a director or officer of, and as an investor in, public biopharmaceutical and life sciences companies. Steven D. Harr, M.D. is a co-founder of Sana and has served as our President and Chief Executive Officer since September 2018 and as a member of our Board since October 2018. Prior to Sana, Dr. Harr served as Chief Financial Officer and Head of Corporate Development at Juno, which was a public biopharmaceutical company during his tenure, from April 2014 until its acquisition by Celgene in March 2018. At Juno, Dr. Harr was responsible for the overall financial and operational strategy of the company. Prior to Juno, Dr. Harr was Managing Director and Head of Biotechnology Investment Banking at Morgan Stanley, a public multinational investment bank and financial services company, and prior to his investment banking role was the Lead Biotech Research Analyst and Co-head of Global Healthcare Research at Morgan Stanley. Dr. Harr previously served as a member of the boards of directors of Loxo, which was a public biopharmaceutical company during Dr. Harr’s service as a director, until its acquisition by Eli Lilly in early 2019, and JW Therapeutics, which he co-founded. Dr. Harr was a resident in internal medicine at the University of California, San Francisco. Dr. Harr received his M.D. from the Johns Hopkins University School of Medicine and his B.A. in Economics from the College of the Holy Cross. We believe Dr. Harr is qualified to serve on our Board because of his extensive management and leadership experience with biopharmaceutical and life sciences companies. Richard Mulligan, Ph.D. has served as a member of our Board since November 2018 and as Vice-Chairman of our Board since April 2020. Dr. Mulligan served as a consultant to Sana from November 2018 until joining Sana as an employee in April 2020, where he served in various roles, most recently as Head of Sana Innovation Research, until March 2024. Dr. Mulligan is currently the Mallinckrodt Professor of Genetics, Emeritus, at Harvard Medical School (Harvard), and served as Visiting Scientist at the Koch Institute for Integrative Cancer Research at the Massachusetts Institute of Technology (MIT) from March 2017 to February 2021. From March 2017 to October 2018, Dr. Mulligan served as Portfolio Manager at Icahn Capital LP, an investment management firm, and from May 2013 to December 2016, he served as Founding Partner and Senior Managing Director of Sarissa Capital Management LP, a registered investment advisor. From 1996 to 2013, Dr. Mulligan served as the Mallinckrodt Professor of Genetics at Harvard and Director of the Harvard Gene Therapy Initiative. Prior to that, he served as Professor of Molecular Biology at MIT and a member of the Whitehead Institute for Biomedical Research. Dr. Mulligan currently serves on the boards of directors of Bausch Health Companies Inc., a public pharmaceutical company, and International Flavors and Fragrances Inc., a public specialty chemicals company. Dr. Mulligan previously served on the board of directors of Biogen Inc., a public biotechnology company. Dr. Mulligan’s honors include the MacArthur Foundation Genius Prize, the Rhodes Memorial Award of the American Association for Cancer Research, the ASMB-Amgen Award, and the Nagai Foundation International Prize. Dr. Mulligan received his Ph.D. in Biochemistry from the Stanford University School of Medicine and his B.S. from MIT. We believe Dr. Mulligan is qualified to serve on our Board because of his extensive experience in the biotechnology and life sciences industries and his significant academic experience. Robert L. Rosiello has served as an Executive Partner at Flagship Pioneering (Flagship), which conceives, creates, resources, and develops first-in-category bioplatform companies, since 2018, where he focuses on building capability to help originate, manage, and grow Flagship’s portfolio companies. Prior to Flagship, Mr. Rosiello held various positions at McKinsey & Company (McKinsey), a privately held management consulting firm, from 1984 to 2015, most recently serving as a Senior Partner, where he advised chief executive officers and boards of directors of leading healthcare, technology, and consumer companies and served as a member of McKinsey’s Senior Partner Review Committee and Compensation Committee. From July 2015 to August 2016, Mr. Rosiello served as Executive Vice President and Chief Financial Officer at Valeant Pharmaceuticals International, Inc., where he led the finance, human resources, and information technology functions. Mr. Rosiello currently serves on the board of directors of Seres Therapeutics, Inc., a public biotechnology company. He also serves on the board of trustees of the Marine Biological Laboratory in Woods Hole and the New England Conservatory of Music. He previously served on the boards of directors of Axcella Health Inc., Evelo Biosciences, Inc., and Omega Therapeutics, Inc., each of which was a public biotechnology company during his service as a director, the Pew Research Center, a non-profit, privately held fact tank, and Inari Agriculture, Inc, a privately held agricultural biotechnology company, and on the board of trustees and Executive Committee of Catholic Charities of New York. Mr. Rosiello received his B.A. in Economics from the University of North Carolina, where he was a Morehead Scholar and graduated Phi Beta Kappa, his M.Sc. in Economics from the London School of Economics, and his M.B.A. from Harvard Business School. We believe Mr. Rosiello is qualified to serve on our Board because of his extensive business and financial experience and his experience serving on various boards of directors.
Information About Our Board of Directors
Michelle Seitz, CFA has served as a member of our Board since November 2020. Ms. Seitz founded MeydenVest Partners, a private investment and strategic advisory firm, and has served as its Chief Executive Officer since September 2022. Ms. Seitz served at Russell Investments, a privately held global investment solutions provider, as Chief Executive Officer from September 2017 to October 2022, and as Chairman of the Board from January 2018 to September 2022. Prior to Russell Investments, Ms. Seitz held various positions at William Blair, a global investment banking and wealth management firm, from February 1996 to August 2017, most recently serving as the Chief Executive Officer of William Blair Investment Management, Chair and President of William Blair Funds, and as a member of the board of directors from June 2001 to August 2017. Ms. Seitz currently serves on the boards of directors of MetLife, Inc., a public global provider of insurance, annuities, and employee benefit programs, MSCI, Inc., a public financial services company, and the Fred Hutchinson Cancer Center, and on the Dean’s Council at the Indiana University Kelley School of Business. Ms. Seitz previously served as a director of the Financial Accounting Foundation, which provides oversight of Financial Accounting Standards Board (FASB) and Governmental Accounting Standards Board, and as Co-Chair of Challenge Seattle, an alliance of chief executive officers of multinational companies within the Seattle region. Ms. Seitz received her B.S. in Accounting from the Indiana University Kelley School of Business and her Chartered Financial Analyst designation. We believe Ms. Seitz is qualified to serve on our Board because of her extensive finance and industry experience and her experience serving on various boards of directors. Patrick Y. Yang, Ph.D. has served as a member of our Board since October 2018. Dr. Yang is a co-founder of and advisor to Acepodia, Inc. (Acepodia), a public clinical-stage biotechnology company based in Taiwan, and the Chairman of Taiwan Bio-Manufacturing Corporation (TBMC), a privately held biopharmaceutical manufacturing company. Since 2013, Dr. Yang has served as a biotechnology and biopharmaceutical industry consultant. From June 2020 to June 2025, Dr. Yang served as co-founder and Vice Chairman of National Resilience, Inc. (National Resilience), a privately held biomanufacturing technology company. Prior to National Resilience, Dr. Yang served as Executive Vice President at Juno from September 2017 to January 2019. From January 2010 to March 2013, Dr. Yang served as Executive Vice President and Global Head of Technical Operations at F. Hoffmann-La Roche Ltd. (Roche), a healthcare company, where he was responsible for the company’s pharmaceutical process development, engineering, quality, technical regulatory, supply chain, and manufacturing plants. Before joining Roche, Dr. Yang served in roles of increasing responsibility at each of Genentech, Inc., a biotechnology company, Merck & Co., Inc. (Merck), a public pharmaceutical company, General Electric Company, a public industrial company, and Life Systems, Inc., a life science research and development company, during which time he developed significant experience with pharmaceuticals and biotechnology manufacturing, engineering, technology, and supply chain management. Dr. Yang currently serves on the board of directors of TBMC. Dr. Yang previously served on the boards of directors of Acepodia, Amyris, Inc., a public biotechnology company, Andeavor, Inc. (formerly Tesoro Corporation), a public independent petroleum refining and marketing company, Codexis, Inc., a public biotechnology company, PharmaEssentia Corp., a public biopharmaceutical company based in Taiwan, and Polaris Group, a public biotechnology company based in Taiwan. Dr. Yang received his Ph.D. in Engineering from The Ohio State University, his M.Sc. in Electrical Engineering from the University of Cincinnati, and his B.S. in Engineering from the National Chiaotung University in Taiwan. We believe Dr. Yang is qualified to serve on our Board because of his extensive background and expertise in the biotechnology industry and his previous and current experience serving on various public company boards of directors.
Board of Directors
Board of Directors Our Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, our Board does not involve itself in our day-to-day operations. Our executive officers and management are responsible for the conduct and oversight of our day-to-day operations. Our directors fulfill their duties and responsibilities by preparing for, attending, and actively participating in meetings of our Board and the respective committees of our Board on which they serve, including by reviewing relevant materials provided in advance of each meeting and making themselves available to management between Board and committee meetings as needed. Our independent directors meet in executive sessions without management or any non-independent directors at least quarterly to consider such matters as they deem appropriate. The Chairman of the Board may call additional executive sessions of the independent directors at any time, and the Chairman of the Board must call an executive session at the request of a majority of the independent directors. The purpose of these executive sessions is to promote open and candid discussion among our independent directors. During the year ended December 31, 2025, our Board held six meetings, our audit committee held six meetings, our compensation and talent committee (compensation committee) held six meetings, and our nominating and corporate governance committee held two meetings. In 2025, each incumbent director attended at least 75% of the total meetings of our Board and the committee(s) on which that particular director served. We encourage our directors to attend each annual meeting of stockholders. Four of our then-current directors attended our 2025 annual meeting of stockholders.
Board of Directors Independence
Board of Directors Independence Rule 5605 of The Nasdaq Stock Market LLC (Nasdaq) Rules (Nasdaq Listing Rules) requires that independent directors comprise a majority of a listed company’s board of directors. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent, that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, and that compensation committee members also satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq Listing Rule 5605(d)(2). Under Nasdaq Listing Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of a listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of such audit committee, the board of directors, or any other board committee, (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the company or any of its subsidiaries or (ii) be an affiliated person of the company or any of its subsidiaries. Pursuant to Rule 10C-1 under the Exchange Act and Nasdaq Listing Rule 5605(d)(2), in affirmatively determining the independence of a member of a compensation committee of a listed company, the board of directors must consider all factors specifically relevant to determining whether that member has a relationship with the company that is material to that member’s ability to be independent from management in connection with the duties of a compensation committee member, including (a) the source of compensation of such member, including any consulting, advisory, or other compensatory fee paid by the company to such member, and (b) whether such member is affiliated with the company, a subsidiary of the company, or an affiliate of a subsidiary of the company. Our Board reviewed the composition of our Board and its committees and the independence of each current director. In reviewing the independence of such directors, our Board considered the relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our stock by each such director. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family and other relationships, including those relationships described under the section of this proxy statement titled “Transactions with Related Persons,” our Board affirmatively determined that all of our current directors, with the exception of Drs. Harr and Mulligan, satisfy the general independence requirements under the Nasdaq Listing Rules. In making this determination, our Board found that none of our current directors, other than Drs. Harr and Mulligan, had a material or other disqualifying relationship that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director, and that each director, other than Drs. Harr and Mulligan, is “independent” as that term is defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. Dr. Harr, our President and Chief Executive Officer, is not an independent director by virtue of his employment with us, and Dr. Mulligan, our Vice-Chairman and former Head of Sana Innovation Research, is not an independent director because he was employed by us within the last three years. Our Board also determined that Douglas Cole, M.D., and Mary Agnes (Maggie) Wilderotter, who served on our Board during 2025, satisfied general independence requirements under the Nasdaq Listing Rules during the periods in which they served as directors. Our Board also determined that each member of our audit, compensation, and nominating and corporate governance committees satisfied the independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable, during the periods in which they served on such committees.
Committees of the Board of Directors
Committees of the Board of Directors Our Board has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. The following table provides membership and meeting information for the year ended December 31, 2025 for each committee.
Committees of the Board of Directors
| Name | Audit Committee | Compensation and Talent Committee | Nominating and Corporate Governance Committee | | Joshua H. Bilenker, M.D.† | | | X* | | Hans E. Bishop†† | X | X* | | | Douglas Cole, M.D.§ | | X | | | Alise S. Reicin, M.D. | | X | | | Robert L. Rosiello§§ | X | X | | | Michelle Seitz, CFA** | X* | | | | Mary Agnes (Maggie) Wilderotterº | X | | X | | Patrick Y. Yang, Ph.D. | | | X | | Total committee meetings in 2025 | 6 | 6 | 2 |
Committees of the Board of Directors
| * Current committee chairperson |
Committees of the Board of Directors
| ** Financial Expert |
Committees of the Board of Directors
| † Dr. Bilenker was appointed as the chairperson of the nominating and corporate governance committee effective August 29, 2025. |
Committees of the Board of Directors
| †† Mr. Bishop served on the audit committee until June 5, 2025, and was re-appointed to the audit committee effective August 29, 2025. |
Committees of the Board of Directors
| § Dr. Cole’s service on our Board and on the compensation committee ended effective June 5, 2025. |
Committees of the Board of Directors
| §§ Mr. Rosiello commenced his service on our Board and on the audit and compensation committees effective June 5, 2025. |
Committees of the Board of Directors
| º | Ms. Wilderotter resigned from our Board and her positions as a member of the audit committee and the chairperson of the nominating and corporate governance committee effective August 29, 2025. |
Committees of the Board of Directors
Below is a description of each committee of our Board.
Compensation Committee
| • | reviewing, and making recommendations to our Board regarding, the compensation of our non-employee directors; |
Summary Compensation Table
Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for the fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Steven D. Harr, M.D. | | | | | | | | | President, Chief Executive Officer, and Director | 2025 | 696,140 | 425,001 | 1,327,500 | 450,369 | 4,000 | 2,903,010 | | | 2024 | 680,994 | 1,916,000 | 5,859,000 | 328,586 | 4,000 | 8,788,580 | | Bernard J. Cassidy(4) | | | | | | | | | Former Executive Vice President, General Counsel, and Corporate Secretary | 2025 | 404,034 | 135,999 | 424,800 | — | 51,280(5) | 1,016,113 | | | 2024 | 472,594 | 423,120 | 1,293,863 | 152,021 | 4,000 | 2,345,597 |
Summary Compensation Table
Note: Certain amounts may not sum due to rounding.
Summary Compensation Table
| (1) Amounts reflect the grant date fair value of equity awards determined in accordance with FASB Accounting Standard Codification Topic 718 (ASC 718). For information regarding assumptions underlying the value of equity awards, see Note 13 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical accounting policies and significant judgements and estimates – Stock-based compensation” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not correspond to the actual value that our named executive officers will recognize. |
Summary Compensation Table
| (2) Amounts reflect annual bonuses earned by each named executive officer under our Company Bonus Plan (Bonus Plan) based on the achievement of company goals as well as, with respect to Mr. Cassidy, individual performance. These bonuses were paid in cash in (i) 2026 with respect to Dr. Harr’s performance in 2025, and (ii) 2025 with respect to each named executive officer’s performance in 2024. For additional information, see the section of this proxy statement titled “Narrative Disclosure to Summary Compensation Table – Annual Performance-Based Cash Compensation.” |
Summary Compensation Table
| (3) Amounts include $4,000 received as a company match under our 401(k) plan. |
Summary Compensation Table
| (4) Mr. Cassidy voluntarily resigned from his position as Executive Vice President, General Counsel, and Corporate Secretary and all other positions with us effective October 19, 2025 (the Resignation Date). |
Summary Compensation Table
| (5) Amount includes $47,280 received for accrued paid time off in connection with Mr. Cassidy’s resignation. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by our named executive officers that were outstanding as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Vesting Commencement Date(3) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | 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 ($)(4) | | Steven D. Harr, M.D. | 2/14/2020 | 590,000 | — | 1.48 | 1/29/2030 | — | — | | | 2/15/2021(5) | 1,118,723 | — | 7.80 | 11/9/2030 | — | — | | | 3/3/2022 | 712,500 | 47,500 | 5.70 | 3/2/2032 | — | — | | | 3/2/2023 | 446,875 | 203,125 | 3.76 | 3/1/2033 | — | — | | | 3/7/2024 | 393,750 | 506,250 | 9.58 | 3/6/2034 | — | — | | | 3/7/2024 | — | — | — | — | 150,000 | 610,500 | | | 3/6/2025 | — | 750,000 | 2.55 | 3/5/2035 | — | — | | | 3/6/2025 | — | — | — | — | 166,667 | 678,335 | | Bernard J. Cassidy(6) | 9/15/2022 | 650,000 | 150,000 | 7.13 | 9/14/2032 | — | — | | | 3/2/2023 | 96,250 | 43,750 | 3.76 | 3/1/2033 | — | — | | | 3/7/2024 | 86,953 | 111,797 | 9.58 | 3/6/2034 | — | — | | | 3/7/2024 | — | — | — | — | 33,126 | 134,823 | | | 3/6/2025 | — | 240,000 | 2.55 | 3/5/2035 | — | — | | | 3/6/2025 | — | — | — | — | 53,333 | 217,065 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Except as otherwise noted, each option award vests as to 25% of the shares initially underlying the award on the first anniversary of the vesting commencement date and as to 1/48 of the shares initially underlying the award each month thereafter until fully vested on the fourth anniversary of the vesting commencement date, subject to the applicable executive officer’s continued service to the company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Each RSU award vests as to 25% of the shares initially underlying the award on each of the first, second, third, and fourth anniversaries of the vesting commencement date, subject to the applicable executive officer’s continued service to the company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) For information on vesting acceleration of the equity awards described in this table upon each named executive officer’s termination of employment, see the section of this proxy statement titled “Executive Compensation – Narrative Disclosure to Summary Compensation Table – Severance and Change in Control Benefits” and the descriptions of the named executive officers’ offer letter agreements in the section of this proxy statement titled “Executive Compensation – Narrative Disclosure to Summary Compensation Table – Employment Arrangements.” |
Outstanding Equity Awards at Fiscal Year-End
| (4) The market value of RSU awards is based on the closing market price of our common stock of $4.07 per share on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (5) This stock option award vested over four years in accordance with the following schedule: (a) with respect to 50% of the shares initially underlying the award, 25% of these shares vested on February 15, 2022, and the remaining shares vested on a monthly basis thereafter in equal installments, and (b) with respect to the remaining 50% of the shares initially underlying the award, 25% of these shares vested on the satisfaction of certain performance conditions, and the remaining shares vested on a monthly basis following February 15, 2022 in equal installments. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Mr. Cassidy voluntarily resigned from all positions with us effective as of the Resignation Date. His outstanding equity awards continue to vest pursuant to their terms pursuant to the terms of the Consulting Agreement. For additional information regarding the vesting of equity awards following Mr. Cassidy’s |
Outstanding Equity Awards at Fiscal Year-End
| resignation, see the section of this proxy statement titled “Executive Compensation – Narrative Disclosure to Summary Compensation Table – Employment Arrangements – Mr. Cassidy’s Consulting Agreement.” |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation
Director Compensation The following table sets forth information concerning compensation accrued or paid to our current and former non-employee directors for their service on our Board during the year ended December 31, 2025. As Dr. Harr is an executive officer of the company, he did not receive any compensation for his service as a director during 2025, and his compensation is not set forth in the table below. Information regarding Dr. Harr’s compensation for 2025 is set forth in the Summary Compensation Table above.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1)(2)(3) ($) | Total ($) | | Joshua H. Bilenker, M.D. | 46,729 | 122,787 | 169,517 | | Hans E. Bishop | 97,727(4) | 122,787 | 220,515 | | Douglas Cole, M.D. | 20,488 | — | 20,488 | | Richard Mulligan, Ph.D.(5) | 40,000 | 122,787 | 162,787 | | Robert Nelsen | 40,000 | 122,787 | 162,787 | | Alise S. Reicin, M.D. | 47,500 | 122,787 | 170,287 | | Robert L. Rosiello(6) | 30,119 | 200,577 | 230,696 | | Michelle Seitz, CFA | 60,000 | 122,787 | 182,787 | | Mary Agnes (Maggie) Wilderotter | 39,783 | 122,787 | 162,570 | | Patrick Y. Yang, Ph.D. | 45,000 | 122,787 | 167,787 |
Director Compensation
Note: Certain amounts may not sum due to rounding.
Director Compensation
| (1) Amounts reflect the grant date fair value of stock option awards determined in accordance with ASC 718. For information regarding assumptions underlying the value of equity awards, see Note 13 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical accounting policies and significant judgements and estimates – Stock-based compensation” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not correspond to the actual value that the directors will recognize. |
Director Compensation
| (2) On June 5, 2025, pursuant to our Director Compensation Program, each of our continuing non-employee directors, other than Mr. Rosiello, was granted an option to purchase 80,000 shares of our common stock. The shares underlying these options will vest and become exercisable on the earlier of (i) June 5, 2026 or (ii) immediately prior to the Annual Meeting, subject to the applicable director’s continued service to the company through such vesting date or time. |
Director Compensation
| (3) The following table provides the total number of option shares outstanding for each non-employee director as of December 31, 2025. For information regarding Dr. Harr’s option shares outstanding as of December 31, 2025, see the table above titled “Outstanding Equity Awards at Fiscal Year-End.” |
Director Compensation
| Name | Options Outstanding (#) | | Joshua H. Bilenker, M.D. | 380,545 | | Hans E. Bishop | 298,591 | | Douglas Cole, M.D.(7) | 218,591 | | Richard Mulligan, Ph.D. | 907,500 | | Robert Nelsen | 298,591 | | Alise S. Reicin, M.D. | 380,545 | | Robert L. Rosiello | 115,000 | | Michelle Seitz, CFA | 380,545 | | Mary Agnes (Maggie) Wilderotter(7) | 288,750 | | Patrick Y. Yang, Ph.D. | 298,591 |
Director Compensation
| (4) The full amount reported for Mr. Bishop reflects the value of 35,966 RSUs granted to Mr. Bishop pursuant to his RSU Election under our Director Compensation Program. Mr. Bishop elected to receive 100% of his annual cash retainer payments for 2025 in the form of RSUs. Mr. Bishop elected to defer delivery of the shares underlying the fully-vested RSUs granted to him under our Director Compensation Program until the earlier of April 6, 2028; Mr. Bishop’s separation from service (within the meaning of Section 409A); a change in control (as defined in the 2021 Plan) that constitutes a “change in control event” (within the meaning of Section 409A); or his death. |
Director Compensation
| (5) Dr. Mulligan resigned from his employment as our Head of Sana Innovation Research effective March 8, 2024 and has since continued serving on our Board. Dr. Mulligan commenced earning fees for his services as a director immediately following such resignation. The amounts reflected in this table exclude $52,726 of garden leave payments received by Dr. Mulligan in 2025 pursuant to the terms and conditions of his employment as our former Head of Sana Innovation Research. |
Director Compensation
| (6) On June 5, 2025, pursuant to our Director Compensation Program, Mr. Rosiello was granted an option to purchase 115,000 shares of our common stock. The shares underlying this option vest and become exercisable as to 1/36 of the shares underlying the option on each monthly anniversary of the grant date, subject to Mr. Rosiello’s continued service to the company through each such vesting date. |
Director Compensation
| (7) In connection with the conclusion of each of Dr. Cole’s and Ms. Wilderotter’s service on our Board in 2025 (the Former Directors), in recognition of each Former Director’s valuable contributions and service to the company, our Board approved an extension of the post-termination option exercise period (the Exercise Period) for all vested and outstanding options held by each Former Director as of the date of such Former Director’s conclusion of service on our Board. The Exercise Period for such vested and outstanding options was extended to, with respect to Dr. Cole, December 31, 2026, and with respect to Ms. Wilderotter, March 31, 2027. |