DEF 14A of Tectonic Therapeutic, Inc.
Filed Apr 24, 2026 · FY20250001193125-26-177467
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Under our Fourth Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at the Company’s 2028 annual meeting of stockholders, each Class II director has a term that expires at this Annual Meeting and each Class III director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. There are currently seven members of the Board. Effective as of Terrance McGuire’s resignation immediately prior to the Annual Meeting and upon Jessica Chutter’s appointment as of the date of the Annual Meeting, there will be seven members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the two incumbent directors listed below, all of whom have previously been elected by our stockholders, for election to the Board at the Annual Meeting. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. The Board unanimously recommends a vote “FOR” the election of each of the Class II director nominees.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Our Board of Directors
Our Board of Directors The biographies of each of our nominees for election to the Board as Class I directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Class II Director Nominees for Election at the Annual Meeting
Class II Director Nominees for Election at the Annual Meeting Timothy A. Springer, Ph.D., age 78, has served as a member of our Board since the completion of the Merger. He co-founded Legacy Tectonic in June 2019 and previously served as a scientific advisor to and director of Legacy Tectonic since June 2019, including as Chair from June 2019 to August 2020. Since 1989, he has served as the Latham Family Professor at Harvard Medical School. He has served as Senior Investigator at Boston Children’s Hospital since 2012 and as Professor of Biological Chemistry and Molecular Pharmacology at Harvard Medical School and Professor of Medicine at Boston Children’s Hospital since 2011. He founded Morphic Therapeutic and served as a scientific advisor and board member from June 2015 to August 2024 (when it was acquired by Eli Lilly). He has served as a scientific advisor to Selecta Biosciences Inc. (now Cartesian Therapeutic) since December 2008 and as a board member since June 2016, and is also a Founder and Board Member of Seismic Therapeutic. He is a member of the National Academy of Sciences and has received numerous honors. He earned a B.A. in Biochemistry from the University of California, Berkeley and a Ph.D. in Biochemistry and Molecular Biology from Harvard University. We believe that Dr. Springer is qualified to serve on our Board because of his extensive knowledge of therapeutically important cell surface molecules and his investment, business and board experience with biopharmaceutical companies. Stefan Vitorovic, M.S., M.B.A., age 41, has served as a member of our Board since the completion of the Merger and previously served on the Legacy Tectonic board since August 2021. He is a co-founder and Managing Director of Juvia Group (since January 2025) and was co-founder and Managing Director of Vida Ventures (January 2017 – December 2024). Prior roles include Third Rock Ventures (July 2014 – January 2017), where he was part of the founding team of Decibel Therapeutics (acquired by Regeneron Pharmaceuticals), TPG Capital (August 2012 – June 2014), and Credit Suisse healthcare investment banking (2004 – 2008). He previously served on the board of directors of Vigil Neuroscience, Inc. and previously served as a board director or observer for several other life sciences companies. He received a B.S. with Honors in Biological Sciences and an M.S. in Biology from Stanford University and an M.B.A. from Harvard Business School. We believe Mr. Vitorovic is qualified to serve on our Board because of his deep expertise in life sciences research and investing, as well as his extensive experience in new company formation and operations.
Class III Directors and Nominee Continuing in Office Until Our 2027 Annual Meeting
Class III Directors and Nominee Continuing in Office Until Our 2027 Annual Meeting Phillip B. Donenberg, age 65, has served as a member of our Board and Audit Committee Chairman since the completion of the Merger. Prior to the Merger, he served on Legacy Tectonic’s board of directors and as audit committee chairman since June 2018. He has served on the board of directors and as chairman of the audit committee of Taysha Gene Therapies since August 2020, and on the board of directors of Sensei Biotherapeutics since February 2026. He served as Senior Vice President and Chief Financial Officer of Jaguar Gene Therapy (February 2020 – March 2023), previously served as Chief Financial Officer and Senior Vice President of Assertio Therapeutics (July 2018 – November 2018), and as Senior Vice President and Chief Financial Officer of AveXis (August 2017 – June 2018) and Vice President, Corporate Controller (2016 – 2017). He earned a B.S. in accountancy from the University of Illinois, Champaign-Urbana and is a Certified Public Accountant. We believe that Mr. Donenberg is qualified to serve as a director of our Board based on his financial expertise and his experience as an audit chair, director and executive of companies in the biotechnology and pharmaceutical industries. François Nader, M.D., age 69, has served as a member of our Board since April 2026. Dr. Nader is a seasoned life sciences executive and board leader with more than three decades of experience in biotechnology and pharmaceuticals. He currently serves as an Independent Director of Moderna (since December 2019), where he chairs the Talent & Compensation Committee and the Nominating & Governance Committee, and is also Chair of GEn1E Lifesciences. Dr. Nader has served as Chairman, Executive Chairman, or Independent Director of numerous public and private biotechnology companies that have completed significant strategic transactions, including Acceleron Pharma (acquired by Merck), Alexion Pharmaceuticals (acquired by AstraZeneca), Prevail Therapeutics (acquired by Eli Lilly), Clementia Pharmaceuticals (acquired by Ipsen), Advanced Accelerator Applications (acquired by Novartis), Baxalta, Inc. (acquired by Shire), NPS Pharmaceuticals (acquired by Shire), and Noven Pharmaceuticals (acquired by Hisamitsu). He also served as Chairman of BenevolentAI (UK), Chairman of Talaris Therapeutics (merged with Tourmaline Bio), and Co-Founder and Executive Chairman of Neurvati Neurosciences, a Blackstone company. Previously, Dr. Nader served as President and Chief Executive Officer of NPS Pharmaceuticals, where he led the company’s transformation into a global leader in rare diseases, and earlier held senior leadership roles spanning medical, regulatory, and commercial functions at Aventis and its predecessor companies. Dr. Nader earned his French Doctorate in Medicine from St. Joseph University in Lebanon and a Physician Executive MBA from the University of Tennessee. We believe that Dr. Nader is qualified to serve as a director of our Board based on his financial expertise and his experience as chairman, director and executive of companies in the biotechnology and pharmaceutical industries. Jessica Chutter, age 65, has been appointed to serve as a member of our Board effective as of the Annual Meeting. Ms. Chutter has over 40 years’ experience in healthcare investment banking, all at Morgan Stanley & Co. LLC and its affiliates (“Morgan Stanley”), a leading global financial services firm. She was a Managing Director from 1998 to February 2026 and most recently served as Vice Chair of Healthcare Investment Banking from 2020 to February 2026 and Chair of Biotechnology Investment Banking from May 2010 to February 2026. From 1998 to May 2010, she was co-head of Biotechnology Investment Banking and from 1982 – 1984 and 1986 – 1997 served in various positions in healthcare investment banking. In her role, she helped build the biotechnology franchise at Morgan Stanley and advised biotechnology companies and pharmaceutical companies on strategic and capital markets considerations, including mergers and acquisitions, initial public offerings, and common stock and convertible financings and valuation analyses. She is a member of the Board of Trustees of The Hospital for Sick Children and a director of Toronto Innovation Acceleration Partners, a not-for-profit and commercializations hub that translates health science research from member institutions. Ms. Chutter was appointed to the board of PTC Therapeutics in March 2026. She earned an MBA from Harvard Business School and Bachelor of Arts in Commerce and Honors Economics from McGill University. We believe Ms. Chutter is qualified to serve as a director of our Board because of her extensive experience in and knowledge of the biotechnology industry and her leadership experience.
Class I Directors Continuing in Office Until Our 2028 Annual Meeting
Class I Directors Continuing in Office Until Our 2028 Annual Meeting Alise Reicin, M.D., age 65, has served as our President and Chief Executive Officer and as a member of our Board since August 2020. Prior to joining Tectonic, she served as President, Global Clinical Development at Celgene Corporation (November 2018 – December 2019) and was a member of its Executive Committee. Before that, she served as Head of Global Clinical Development at EMD Serono (May 2015 – October 2018) and as Vice President, Program and Pipeline Leadership, Oncology at Merck. Before Merck, she was a faculty member at Columbia Medical School and a physician and researcher at Columbia Presbyterian Hospital. At Merck, she led the team that brought Keytruda from Phase 1 through its initial approvals, and over her career played a leadership role in the development and approval of over 10 novel medicines. She previously served on the board of Homology Medicines and currently serves on the boards of Sana Biotechnology and Immatics. She earned a B.A. in Biochemistry from Barnard College of Columbia University and an M.D. from Harvard University. We believe that Dr. Reicin is qualified to serve on our Board due to her clinical expertise and leadership roles in the biotechnology and biopharmaceuticals industry. Praveen Tipirneni, M.D., M.B.A., age 56, has served as a member of our Board since completion of the Merger and previously served on the Legacy Tectonic board since February 2020. Dr. Tipirneni has served as the Chief Executive Officer of Caldera Therapeutics since April 2025 and currently serves on the board of directors of TheRas, Inc. d/b/a BridgeBio Oncology Therapeutics, and previously served as Chief Executive Officer and a board member of Morphic Holding until its acquisition by Eli Lilly in August 2024. He received a B.A. in Mechanical Engineering from the Massachusetts Institute of Technology, an M.D. from McGill University, and an M.B.A. from the Wharton School of Business of the University of Pennsylvania. We believe Dr. Tipirneni is qualified to serve on our Board because of his experience with biotechnology companies, including working with and serving in various executive positions in life sciences companies.
Fiscal Year 2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | Alise Reicin, M.D.(5) | 2025 | 640,833 | 1,946,853 | 4,373,617 | 372,500 | 17,775(6) | 7,351,578 | | President, CEO and Director | 2024 | 606,151 | 600,848 | 4,291,563 | 392,150 | 10,267(6) | 5,900,217 | | Daniel Lochner, M.B.A. | 2025 | 488,854 | 947,608 | 1,424,794 | 206,500 | 33,358(7) | 3,101,114 | | Chief Financial Officer | 2024 | 277,083 | — | 1,855,869 | 126,311 | 24,744(7) | 2,284,007 | | Marcella K. Ruddy, M.D. | 2025 | 501,050 | 937,219 | 1,409,161 | 211,700 | 10,500(8) | 3,069,630 | | Chief Medical Officer | 2024 | 476,165 | — | 1,140,034 | 223,951 | 742(8) | 1,840,150 | | Erik Ostrowski, M.B.A.(9) | 2024 | 254,125 | — | — | 829,250(10) | 9,883(11) | 1,093,258 | | Former President, Interim Chief Executive Officer, Chief Financial Officer and Treasurer | | | | | | | |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date(1) | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price per share ($)(2) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | | Alise Reicin, M.D. | 6/28/2021 | 3/31/2021 | 22,957 | —(3) | 2.38 | 06/27/31 | — | — | | | 12/1/2023 | 12/1/2023 | 10,020 | 13,360(4) | 5.38 | 11/30/33 | — | — | | | 6/20/2024 | 6/20/2024 | 108,600 | 181,000(3) | 16.80 | 06/19/34 | — | — | | | 12/4/2024 | 6/20/2024 | 2,250 | 3,750(3) | 51.28 | 12/03/34 | — | — | | | 12/4/2024 | 6/20/2024 | — | — | — | — | 8,787(5) | 183,297 | | | 2/4/2025 | 2/4/2025 | 21,240 | 80,713(4) | 48.01 | 02/03/35 | — | — | | | 2/4/2025 | 2/4/2025 | — | — | — | — | 36,047(6) | 751,940 | | | 9/25/2025 | 9/25/2025 | 1,669 | 25,041(4) | 14.71 | 09/24/35 | — | — | | | 9/25/2025 | 9/25/2025 | — | — | — | — | 14,700(6) | 306,642 | | Daniel Lochner, M.B.A. | 6/20/2024 | 5/31/2024 | 46,708 | 71,292(3) | 16.80 | 06/19/34 | — | — | | | 6/20/2024 | 5/31/2024 | — | 15,000(7) | 16.80 | 06/19/34 | — | — | | | 2/4/2025 | 2/4/2025 | 6,846 | 26,016(4) | 48.01 | 02/03/35 | — | — | | | 2/4/2025 | 2/4/2025 | — | — | — | — | 18,074(6) | 377,024 | | | 9/25/2025 | 9/25/2025 | 616 | 9,244(4) | 14.71 | 09/24/35 | — | — | | | 9/25/2025 | 9/25/2025 | — | — | — | — | 5,430(6) | 113,270 | | Marcella K. Ruddy, M.D. | 9/17/2021 | 7/19/2021 | 43,946 | —(3) | 2.38 | 09/16/31 | — | — | | | 12/1/2023 | 12/1/2023 | 9,352 | 9,352(4) | 5.38 | 11/30/33 | — | — | | | 6/20/2024 | 6/20/2024 | 30,638 | 51,062(3) | 16.80 | 06/19/34 | — | — | | | 2/4/2025 | 2/4/2025 | 6,771 | 25,731(4) | 48.01 | 02/03/35 | — | — | | | 2/4/2025 | 2/4/2025 | — | — | — | — | 17,876(6) | 372,893 | | | 9/25/2025 | 9/25/2025 | 609 | 9,141(4) | 14.71 | 09/24/35 | — | — | | | 9/25/2025 | 9/25/2025 | — | — | — | — | 5,370(6) | 112,018 |
Outstanding Equity Awards at Fiscal Year End
| (1) All of the equity awards were granted under our Legacy Tectonic’s 2019 Equity Incentive Plan (the “Tectonic 2019 Plan”) or our Tectonic Therapeutic, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). |
Outstanding Equity Awards at Fiscal Year End
| (2) All of the option awards listed in the table granted prior to the Merger have an exercise price per share that is no less than the fair market value of Legacy Tectonic common stock on the date of grant of such award, as determined in good faith by the Legacy Tectonic Board. All option awards listed in the table granted subsequent to the Merger have an exercise price based on the closing price per share of common stock as reported on the Nasdaq Select Market on the date of grant. |
Outstanding Equity Awards at Fiscal Year End
| (3) The shares subject to this option grant vested or will vest 1/4 on the first anniversary of the vesting commencement date, and thereafter the remaining 3/4 of the shares will vest in equal monthly installments over the following three years, in each case subject to the officer’s continuous service through the applicable vesting dates, such that the options are vested in full on the four-year anniversary of the vesting commencement date. |
Outstanding Equity Awards at Fiscal Year End
| (4) The shares subject to this option vest in equal monthly installments beginning one month following the vesting commencement date over the following four years, in each case subject to the officer’s continuous service through the applicable vesting dates, such that the options are vested in full on the four-year anniversary of the vesting commencement date. |
Outstanding Equity Awards at Fiscal Year End
| (5) The shares will vest in four equal installments beginning on June 20, 2025, in each case subject to the officer’s continuous service through the applicable vesting dates, such that the shares are vested in full on the four-year anniversary of the vesting commencement date. |
Outstanding Equity Awards at Fiscal Year End
| (6) The shares will vest in three equal installments beginning on the first anniversary of the vesting commencement date, in each case subject to the officer’s continuous service through the applicable vesting dates, such that the shares are vested in full on the three-year anniversary of the vesting commencement date. |
Outstanding Equity Awards at Fiscal Year End
| (7) The shares subject to this option grant will vest 1/2 on June 1, 2026 if we raise $100 million by June 1, 2026 and have a minimum of a two year cash runway as of June 1, 2026 (i.e. until June 1, 2029), and 1/2 on June 1, 2029 if we have a minimum of a two year cash runway as of June 1, 2029 (i.e. until June 1, 2030), in each case, as determined by our Board (or the Compensation Committee) in its sole discretion, and in each case subject to the officer’s continued service through the applicable vesting dates. |
Potential Payments and Benefits upon a Termination or Change in Control
Potential Payments and Benefits upon a Termination or Change in Control In connection with the completion of the Merger, our Board adopted the Severance Plan pursuant to which certain employees are eligible to participate, including the Named Executive Officers (each a “Participant” and collectively, the “Participants”). Pursuant to the Severance Plan, the Participants are eligible to receive the severance and change in control benefits described below, contingent upon the respective Participant’s execution of a participation agreement and a general release of claims as further described in the Severance Plan. The benefits provided pursuant to the Severance Plan supersede and replace any severance and/or change in control benefits to which the Participants were previously entitled, including pursuant to their employment agreements and offer letters. If a Participant’s employment with the Company is terminated by us without Cause or due to the Participant’s resignation for Good Reason (each as defined in the Severance Plan) during the period commencing three months prior to, and ending 12 months following, the effective date of a Change in Control (as defined in the Severance Plan) (the “Change in Control Period”), the Participant will be entitled to (i) a cash payment in an amount equal to 12 months (or 18 months for Dr. Reicin) of the Participant’s base salary; (ii) a cash payment of an amount equal to 100% (or 150% for Dr. Reicin) of the Participant’s annual target bonus for the year in which the change in control termination occurs; (iii) a cash payment of an amount equal to the Participant’s annual target bonus for the year in which the change in control termination occurs, pro-rated for the portion of the year elapsed in such year; (iv) 12 months (or 18 months for Dr. Reicin) of COBRA premiums; and (v) accelerated vesting of 100% of the Participant’s then-outstanding time-vesting equity awards. If a Participant’s employment with the Company is terminated by us without Cause or due to the Participant’s resignation for Good Reason at a time that is not during the Change in Control Period, the Participant will be entitled to (i) 9 months (or 12 months for Dr. Reicin) of the Participant’s base salary; (ii) a cash payment of an amount equal to the Participant’s annual target bonus for the year in which the termination occurs, pro-rated for the portion of the year elapsed in such year; and (iii) 9 months (or 12 months for Dr. Reicin) of COBRA premiums. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan.
Pay Versus Performance
Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and Named Executive Officer pay.
Required Tabular Disclosure of Pay Versus Performance
Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Named Executive Officers” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals.
Required Tabular Disclosure of Pay Versus Performance
| Year | Summary Compensation Table Total for First PEO (1)(2) ($) | Summary Compensation Table Total for Second PEO (1)(2) | Compensation Actually Paid to First PEO (1)(3) ($) | Compensation Actually Paid to Second PEO (1)(3) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1)(2) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (1)(3) ($) | | Value of Initial Fixed $100 Investment: Total Shareholder Return (4) ($) | Net Income (millions) (5) ($) | | | 2025 | n/a | $7,351,578 | n/a | ($ | 4,409,638) | $3,085,372 | ($ | 1,128,512) | $243.84 | ($ | 74,151) | | 2024 | $1,093,258 | $5,900,979 | $956,456 | | $16,248,199 | $2,062,450 | | 5,785,002 | $539.70 | ($ | 57,982) | | 2023 | $1,590,892 | n/a | $1,905,484 | | n/a | $1,111,951 | | 1,405,801 | $190.77 | ($ | 42,823) |
Required Tabular Disclosure of Pay Versus Performance
| (1) The following individuals are our PEO and other non-PEO Named Executive Officers for each fiscal year: |
Required Tabular Disclosure of Pay Versus Performance
| Year | First PEO | Second PEO | Non-PEO Named Executive Officers | | 2025 | — | Alise Reicin, M.D. | Daniel Lochner and Marcella K. Ruddy, M.D. | | 2024 | Erik Ostrowski (through June 20, 2024) | Alise Reicin, M.D. (starting June 20, 2024) | Daniel Lochner and Marcella K. Ruddy, M.D. | | 2023 | Erik Ostrowski | — | Geoff MacKay, Azadeh Golipour, Ph.D. and Essra Ridha, M.D., MRCP, FFPM |
Required Tabular Disclosure of Pay Versus Performance
| (2) Represents the amount of total compensation reported for our Principal Executive Officers (“PEO”) and the average total compensation for our non-PEO Named Executive Officers for each corresponding year in the |
Required Tabular Disclosure of Pay Versus Performance
| “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
Required Tabular Disclosure of Pay Versus Performance
| (3) Represents the amount of CAP to our PEOs and the average amount of CAP to our Non-PEO Named Executive Officers, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Named Executive Officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP: |
Required Tabular Disclosure of Pay Versus Performance
| Year | Named Executive Officers | Summary Compensation Table (“SCT”) Total Compensation | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY* | | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | | Add: Vesting Date Fair Value of Awards Granted during Applicable FY that Vested During Applicable FY* | Add: Change in Fair Value from the end of Prior FY to Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY* | | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY* | CAP | | | 2025 | Second PEO | $7,351,578 | ($ | 6,320,470) | $2,840,810 | ($ | 5,326,514) | $366,400 | ($ | 3,321,442) | $— | ($ | 4,409,638) | | | Average Non-PEO Named Executive Officers | $3,085,372 | ($ | 2,359,391) | $1,079,391 | ($ | 1,892,181) | $118,761 | ($ | 1,160,464) | $— | ($ | 1,128,512) |
Required Tabular Disclosure of Pay Versus Performance
| * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Required Tabular Disclosure of Pay Versus Performance
| (4) For the relevant fiscal year, represents the cumulative Total Shareholder Return (“TSR”) of our common stock at the end of each fiscal year, assuming an initial investment of $100 on December 31, 2022. |
Required Tabular Disclosure of Pay Versus Performance
| (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |
Director Compensation
Director Compensation The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of our non-employee directors and director nominee:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards (1)(2) ($) | Total ($) | | Phillip B. Donenberg | 55,000 | 198,764 | 253,764 | | Terrance McGuire, M.S., M.B.A. (3) | 82,118(4) | 198,764 | 280,882 | | Timothy A. Springer, Ph.D. | 49,237 | 198,764 | 248,001 | | Praveen Tipirneni, M.D., M.B.A. | 51,237 | 198,764 | 250,121 | | Stefan Vitorovic M.S., M.B.A. | 53,118 | 198,764 | 251,882 | | François Nader, M.D. (5) | — | — | — | | Jessica Chutter (6) | — | — | — |
Director Compensation
| (1) The amounts reported here do not reflect the actual economic value realized by our non-employee directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock options, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the stock options are set forth in “Note 2. Summary of Significant Accounting Policies and Basis of Presentation—Stock-Based Compensation” and “Note 8. Equity Incentive Plans” to our audited consolidated financial statements 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 economic value that may be received by our non-employee directors upon the exercise of the stock options or any sale of the underlying shares of common stock. |
Director Compensation
| (2) The following table provides information regarding the number of shares of common stock underlying options held by our non-employee directors and director nominee that were outstanding as of December 31, 2025: |
Director Compensation
| | Option Awards Outstanding at Year-End | | Phillip B. Donenberg | 21,960 | | Terrance McGuire, M.S., M.B.A. (3) | 21,960 | | Timothy A. Springer, Ph.D. | 21,960 | | Praveen Tipirneni, M.D., M.B.A. | 34,126 | | Stefan Vitorovic, M.S., M.B.A. | 21,960 | | François Nader, M.D. (5) | — | | Jessica Chutter (6) | — |
Director Compensation
| (3) Mr. McGuire will resign from the Board, effective as of immediately prior to the Annual Meeting. |
Director Compensation
| (4) All fees earned by Mr. McGuire were paid to Polaris Partners. |
Director Compensation
| (5) Mr. Nader joined our Board on April 1, 2026. |
Director Compensation
| (6) Ms. Chutter will join our Board on the date of the Annual Meeting. |
Director Compensation
Alise Reicin, our CEO, does not receive any additional compensation for her service on the Board. Dr. Reicin’s compensation as a Named Executive Officer is set forth above under “Executive Compensation-Summary Compensation Table”.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Under our Non-Employee Director Compensation Policy, which was established in connection with the Merger and amended and restated on May 19, 2025 (the “Amended and Restated Policy”), each of our non-employee directors is eligible to receive compensation for service on our board of directors and committees of our board of directors. For the year ended December 31, 2025, each non-employee director’s cash compensation reflects amounts earned under the policy prior to the Amended and Restated Policy for the period from January 1 through May 18, 2025, and under the Amended and Restated Policy for the period from May 19, 2025 through December 31, 2025, in each case pro-rated accordingly. For the year ended December 31, 2025, each non-employee director received the compensation described below. Cash Compensation The Non-Employee Director Compensation Policy currently in effect provided our non-employee directors with the following cash compensation for their services:
Non-Employee Director Compensation Policy
| • | $40,000 per year for each non-employee director; |
Non-Employee Director Compensation Policy
| • | $70,000 per year for the non-executive chairperson (if applicable) in lieu of the annual amount above; |
Non-Employee Director Compensation Policy
| • | $15,000 per year for chair of the audit committee or $7,500 per year for each other member of the audit committee; |
Non-Employee Director Compensation Policy
| • | $12,000 per year for chair of the compensation committee or $6,000 per year for each other member of the compensation committee ($10,000 per year for the chair of the compensation committee or $5,000 per year for each other member of the compensation committee under the original policy through May 19, 2025); and |
Non-Employee Director Compensation Policy
| • | $10,000 per year for chair of the nominating and corporate governance committee or $5,000 per year for each other member of the nominating and corporate governance committee ($8,000 per year for the chair of the nominating and corporate governance committee or $4,000 per year for each other member of the compensation committee under the original policy through May 19, 2025). |
Non-Employee Director Compensation Policy
The cash compensation above is payable to our eligible non-employee directors in equal quarterly installments in arrears, prorated for any partial quarter of service. Equity Compensation In addition to the cash compensation structure described above, the Non-Employee Director Compensation Policy currently in effect provided for the following equity incentive compensation program for non-employee directors for the year ended December 31, 2025. All such equity compensation will be granted under the 2024 Plan or any successor equity plan. Initial Grant. Each non-employee director who joins our Board will automatically, upon the date of his or her initial election or appointment to be a non-employee director (or, if such date is not a business day, on the first business day thereafter), be granted a one-time, initial equity award of options (the “initial grant”) to purchase 20,400 shares of common stock with a cash value not to exceed $800,000. One-third of the initial grant will vest on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments thereafter until the third anniversary of the date of grant, subject to continuous service through each applicable vesting date. Annual Grant. On the first business day following each annual meeting of our stockholders, each person who is then a non-employee director of ours will automatically be granted an option to purchase 10,200 shares of common stock with a cash value not to exceed $400,000 (the “annual grant”). Each annual grant will vest on the earlier of the one-year anniversary of the annual award’s grant date or the date of our next annual stockholder meeting following the annual award’s grant date, subject to continuous service through the vesting date. Each non-employee director’s then-outstanding equity awards granted under the policy (and any other then-outstanding equity awards held by the non-employee director that were outstanding and unvested immediately prior to the date of the execution of the underwriting agreement related to our initial public offering) will become fully vested upon a change in control (as defined in our 2024 Plan), subject to the non-employee director remaining in continuous service until immediately prior to the closing of the change in control.