DEF 14A of Enliven Therapeutics, Inc., Apr 27, 2026

DEF 14A of Enliven Therapeutics, Inc.

Filed Apr 27, 2026 · FY20250001193125-26-182045

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Richard Fair, M.B.A., has served as Enliven’s Chief Executive Officer and President since December 2025. He has more than 25 years of experience in product development and commercialization, including 20 years with large pharmaceutical companies. He most recently served as President and Chief Executive Officer of Bellicum Pharmaceuticals, a clinical-stage biopharmaceutical company researching novel, controllable cellular immunotherapies for cancers, from January 2017 until February 2024. Prior to leading Bellicum, Mr. Fair served over 10 years with Roche/Genentech in commercial leadership positions of increasing responsibility. Over his last four years at Roche/Genentech, he led the Global Product Strategy Oncology/Hematology group responsible for developing and implementing lifecycle plans for its late-stage and in-market portfolio. During this time, he oversaw the launch of five new therapies and numerous new indications across solid and hematologic tumors, and the commercialization plans for a $23 billion business. Prior to Roche/Genetech, Mr. Fair spent nearly 10 years with Johnson & Johnson where he served in leadership positions in market access and marketing. Mr. Fair holds a B.S. in Computer Science from the University of Michigan and an M.B.A. from Columbia University. Mr. Fair is qualified to serve on the Company’s board of directors because of his senior management experience at companies in the life sciences industry as well as deep experience in product development and commercialization. Lori Kunkel, M.D., has served as a member of the Company’s board of directors since April 2024. Since June 2016, Dr. Kunkel has been a principal and owner of LAK505-CA, LLC, a biotechnology consulting company. Dr. Kunkel has served as a member of the board of directors of ORIC Pharmaceuticals, Inc., a public biotechnology company, since June 2020. Dr. Kunkel previously served as a member of the board of directors of Nurix Therapeutics, Inc., a private biotechnology company, from August 2019 to September 2025 and as a member of the board of directors of K36 Therapeutics, Inc., a private biotechnology company, from June 2020 to August 2025. Dr. Kunkel previously served on the board of directors of Curis, Inc., a public biotechnology company, from November 2016 to September 2022, Maverick Therapeutics, Inc., a biotechnology company, from January 2017 to April 2021 and Tocagen Inc., a biotechnology company, from September 2015 to June 2020 (and as acting Chief Medical Officer from November 2018 to April 2019), Loxo Oncology, Inc., a public biotechnology company, from 2014 to 2019 (and as acting Chief Medical Officer from 2013 to 2014), and several private companies. Dr. Kunkel holds a B.A. from University of California, San Diego and an M.D. from University of Southern California. She is board certified in internal medicine and held board certifications in hematology and oncology. Dr. Kunkel is qualified to serve on the Company’s board of directors due to her medical and scientific background, board experience and her experience in the biotechnology industry.

  2. Continuing Directors

    Continuing Directors Rahul D. Ballal, Ph.D., has served as a member of the Company’s board of directors since June 2018. Since February 2023, Dr. Ballal has served as Chief Executive Officer of Mediar Therapeutics. Prior to the Merger, until February 23, 2023, Dr. Ballal served as the Company’s President and Chief Executive Officer. Prior to joining the Company, Dr. Ballal served as Chief Business Officer of Northern Biologics Inc., a biotechnology company, from May 2016 to June 2018, and as an Entrepreneur-in-Residence at Versant Ventures Management LLC, a life sciences venture capital firm, from May 2016 to June 2018. Previously, Dr. Ballal was Vice President, Business Development at Flexion Therapeutics, Inc. (“Flexion”), a public biopharmaceutical company, from March 2011 to May 2016. Prior to Flexion, he held a venture fellowship position at Novartis Venture Funds, a venture capital fund, as part of the Kauffman Fellowship, from June 2010 to June 2012, and overlapped in business development at the Broad Institute of Massachusetts Institute of Technology, a biomedical and genomic research center, from September 2009 to March 2011. Dr. Ballal has served on the board of Agios Pharmaceuticals Inc., a biopharmaceutical company, since August 2022. He holds a Ph.D. in biochemistry and molecular biology from Georgetown University, an M.S. in biotechnology from Johns Hopkins University and a B.A. in biology from Brown University. Dr. Ballal is qualified to serve on the Company’s board of directors because of the perspective and experience he provides as the Company’s former President and Chief Executive Officer and as a member of its board of directors and his experience as an executive of companies in the life sciences industry. Jake Bauer, M.B.A., has served as a member of Enliven’s board of directors since the closing of the Merger on February 23, 2023 and was appointed in connection with the closing of the Merger. Prior to the Merger, Mr. Bauer served as a member of the board of directors of Former Enliven since June 2021. Mr. Bauer has served as a Venture Partner at ARCH Venture Partners and SR One Capital Management since September 2021 and an independent consultant working with companies in the life sciences industry since November 2020. Prior to MyoKardia, Inc.’s acquisition by Bristol Myers Squibb in November 2020, Mr. Bauer served as the Chief Business Officer of MyoKardia, Inc., a clinical stage biopharmaceutical company, beginning in April 2018. Mr. Bauer has also served as the Senior Vice President, Finance and Corporate Development and Principal Financial Officer of MyoKardia, Inc. from July 2016 to April 2018 and as Vice President, Business Development and Business Operations of MyoKardia, Inc. from July 2014 to July 2016. Mr. Bauer also serves on the board of directors of Attralus, Inc., a clinical stage biopharmaceutical company, Simcha Therapeutics, Inc., a clinical stage biotechnology company, Immunovant, Inc., a clinical stage immunology company, and BridgeBio Oncology Therapeutics, Inc., a biotechnology research company. He previously served on the board of directors of Phoenix Tissue Repair, Inc., a clinical stage biopharmaceutical company, from 2018 to 2022, ARYA Sciences Acquisition Corp V, from May 2021 to August 2023 and ARYA Sciences Acquisition Corp II from July 2020 to October 2020. He holds a B.Sc. in Biology and a B.A. in Economics from Duke University and an M.B.A. from Harvard Business School. Mr. Bauer is qualified to serve on the Company’s board of directors because of his experience as an executive of companies in the life sciences industry. Mika Derynck, M.D., has served as a member of Enliven’s board of directors since the closing of the Merger on February 23, 2023 and was appointed in connection with the closing of the Merger. Prior to the Merger, Dr. Derynck served as a member of the board of directors of Former Enliven since August 2021. Dr. Derynck currently heads oncology at Gilead Sciences, Inc., and has since September 2025. From September 2024 to September 2025, Dr. Derynck served as the Executive Vice President and Oncology Therapeutic Area Head at Vir Biotechnology, Inc., a biotechnology research company. Prior to this, she served as the Chief Medical Officer at Amunix Pharmaceuticals, Inc., an immuno-oncology company, from April 2019 to February 2022, when Amunix Pharmaceuticals was acquired by Sanofi SA. She joined Sanofi as the Global Head of Conditional Biologics for Amunix within Sanofi R&D until September 2024, when she joined Vir Biotechnology, Inc. From January 2004 to April 2019, she served as Senior Group Medical Director at Genentech, a biotechnology company and subsidiary of Roche Holding AG. Dr. Derynck holds a B.A. in Biology from Boston University and an M.D. from Boston University School of Medicine. She completed an Internal Medicine residency at Johns Hopkins Hospital and a fellowship in Medical Oncology at the University of California, San Francisco. Dr. Derynck is qualified to serve on the Company’s board of directors because of her technical expertise and experience as an executive of companies in the life sciences industry. Scott Garland, M.B.A. has served as a member of Enliven’s board of directors since January 2026 and has served as a consultant of Enliven since January 2024. Since September 2024, Mr. Garland has been a venture advisor at Vida Ventures and an advisor at Google Ventures. Mr. Garland was the Chief Executive Officer of PACT Pharma, Inc., an immuno-oncology company focused on developing neoantigen targeted T-cell therapies for solid tumors from March 2021 to February 2023. Prior to PACT Pharma, Inc., Mr. Garland served as President and Chief Executive Officer of Portola Pharmaceuticals, Inc. from October 2018 to September 2020, where he led the company through the commercial launch of Andexxa and acquisition by Alexion Pharmaceuticals, Inc. Before joining Portola Pharmaceuticals, Inc., Mr. Garland was at Relypsa Inc. from 2014 to 2018, where he served as Chief Commercial Officer, and then as President of the U.S. organization after Relypsa Inc.’s acquisition by Vifor Pharma AG. Prior to Relypsa Inc., Mr. Garland was Chief Commercial Officer at Exelixis, Inc. from 2011 to 2014. Mr. Garland has held numerous other commercial leadership roles at Genentech, Inc., Amgen Inc., and Merck & Co., Inc., including leading the commercial franchises for two multi-billion-dollar therapies-Avastin and Rituxan. He has also served as Chairman of the board of directors of LB Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, since February 2024, and as a board member for ALX Oncology Inc., a clinical-stage biopharmaceutical company, since November 2022, and Day One Biopharmaceuticals, Inc., a biopharmaceutical company, since August 2021, and Olema Pharmaceuticals, Inc., a biopharmaceutical company, since October 2023, and chair of the board of directors of LB Pharmaceuticals from February 2024. Mr. Garland served on the Board of Directors for Karyopharm Therapeutics Inc., a biotechnology company, from 2014 to 2020 and on the Board of Directors of Calithera Biosciences, Inc. from 2020 to 2023. Mr. Garland holds an M.B.A. from Duke University’s Fuqua School of Business and a B.A. from California Polytechnic University (San Luis Obispo). Mr. Garland is qualified to serve on the Company’s board of directors because of his senior management experience at companies in the life sciences industry as well as experience scaling organizations and leading commercial teams in the biopharmaceutical industry.

  3. Continuing Directors

    Rishi Gupta, J.D., has served as a member of Enliven’s board of directors since the closing of the Merger on February 23, 2023 and was appointed in connection with the closing of the Merger. Prior to the Merger, Mr. Gupta served as a member of the board of directors of Former Enliven since July 2019. Until December 31, 2025, Mr. Gupta was a Partner at OrbiMed Advisors LLC, an investment firm, where he served in various roles of increasing responsibility since 2003. Mr. Gupta currently serves on the board of directors of CHARM Therapeutics, Inc., a biotechnology company working to discover and develop next-generation small-molecule cancer therapies. Mr. Gupta also previously served on the board of directors of Turnstone Biologics Corporation from October 2016 to August 2025 and the board of directors of Verona Pharma PLC from July 2016 to January 2024. Prior to OrbiMed, Mr. Gupta was a healthcare investment banker at Raymond James & Associates, served as manager of corporate development at Veritas Medicine, and was a summer associate at Wachtell, Lipton, Rosen & Katz. Mr. Gupta received an A.B. in biochemical sciences from Harvard College and a J.D. from Yale Law School. Mr. Gupta is qualified to serve on the Company’s board of directors because of his experience in biotechnology investing and his experience serving on the boards of public and private companies.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The nominating and corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the nominating and corporate governance committee from other sources. In its evaluation of director candidates, including the members of our board of directors eligible for re-election, the nominating and corporate governance committee will consider such factors as 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, character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound judgement, tenure on the board of directors and skills that are complementary to the board of directors, an understanding of Enliven’s business, an understanding of the responsibilities that are required of a member of the board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age, geography and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. The nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors. The nominating and corporate governance committee may propose to our board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to our board of directors. Additionally, the nominating and corporate governance committee may retain and terminate any search firm to be used to identify director candidates and approve the search firm’s fees and other retention terms.

  5. Director Compensation

    Director Compensation In February 2023, our board of directors approved our outside director compensation policy (as amended, the “Director Compensation Policy”) for non-employee directors of the board of directors, in connection with and effective as of the closing of the Merger. Our board of directors most recently approved an amendment to the Director Compensation Policy in January 2026. Under the Director Compensation Policy, each non-employee director receives the cash and equity compensation for board services described below. The Company also reimburses non-employee directors for reasonable, customary, and documented travel expenses to board or committee meetings. The Director Compensation Policy includes a maximum annual limit of $750,000 of cash retainers or fees and the Value (as defined below) of equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the first year an individual becomes a non-employee director. Any cash compensation paid, or equity awards granted to a person for services as an employee or for services as a consultant (other than as a non-employee director), or prior to the effective date of the Director Compensation Policy, will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to the Company’s non-employee directors. Cash Compensation In 2025, non-employee directors were entitled to receive the following cash compensation for their services under the Director Compensation Policy:

  6. Director Compensation

    | • | $40,000 per year for service as a board member (increased to $45,000 in January 2026); |

  7. Director Compensation

    | • | $15,000 per year for service as chair of the audit committee (increased to $20,000 in January 2026); |

  8. Director Compensation

    | • | $7,500 per year for service as a member of the audit committee (increased to $10,000 in January 2026); |

  9. Director Compensation

    | • | $12,000 per year for service as chair of the compensation committee (increased to $15,000 in January 2026); |

  10. Director Compensation

    | • | $6,000 per year for service as a member of the compensation committee (increased to $7,500 in January 2026); |

  11. Director Compensation

    | • | $10,000 per year for service as chair of the nominating and corporate governance committee; and |

  12. Director Compensation

    | • | $5,000 per year for service as a member of the nominating and corporate governance committee. |

  13. Director Compensation

    Each non-employee director who serves as the chair of a committee will receive the annual fee for service as a member of the board of directors and only the additional annual cash fee as the chair of the committee, and not the annual fee as a member of the committee. All cash payments to outside directors are paid quarterly in arrears on a pro-rated basis. Equity Compensation Initial Award: Under our Director Compensation Policy, each individual who first becomes a non-employee director following the effective date of the Director Compensation Policy will receive, on the first trading date on or after the date on which the person first becomes a non-employee director (the “Initial Start Date”), an award (an “Initial Award”) of stock options to purchase a number of shares of common stock of the Company having a Value (as defined below) of $650,000, with any resulting fraction rounded down to the nearest whole share; provided that the number of shares subject to an Initial Award will not exceed 64,923 (increased to 72,258 shares in January 2026), with such limit subject to equitable adjustment by the board of directors in the event of certain capitalization adjustments. Each Initial Award will vest in equal monthly installments over a 36 month period, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. If the individual was a member of the board of directors and also an employee, becoming a non-employee director due to termination of employment will not entitle them to Initial Awards. Annual Award: Under our Director Compensation Policy, each non-employee director automatically will receive, on the date of the first meeting of the Company’s board of directors that occurs in the first fiscal quarter of each year, an annual award (an “Annual Award”) of stock options to purchase a number of shares of common stock of the Company having a Value (as defined below) of $325,000 (provided that an Annual Award granted to the Chair will have a Value of $365,000), with any resulting fraction rounded down to the nearest whole share; provided that the first Annual Award granted to an individual who first becomes a non-employee director following the effective date of the Director Compensation Policy will have a Value (as defined below) equal to the product of (A) $325,000 multiplied by (B) a fraction, (i) the numerator of which is the number of fully completed months between the applicable Initial Start Date and the date of the first annual meeting of the Company’s stockholders to occur after such individual first becomes a non-employee director, and (ii) the denominator of which is 12; and provided further that the number of shares subject to an Annual Award will not exceed 32,461 (increased to 36,129 shares in January 2026) (or, 40,576 with respect to the Chair), with such limit subject to equitable adjustment by the board of directors in the event of certain capitalization adjustments and automatic pro rata adjustment pursuant to the terms of the Director Compensation Policy with respect to the first Annual Award granted to an individual who first becomes a non-employee director following the effective date of the Director Compensation Policy. Each Annual Award will vest in full on the earlier of (x) the first anniversary of the annual meeting of the Company’s stockholders that occurs in the same calendar year as the date on which the Annual Award is granted or (y) the date of the annual meeting of the Company’s stockholders that occurs in the calendar year immediately following the calendar year containing the date on which the Annual Award is granted, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. For purposes of the Director Compensation Policy, “Value” means grant date fair value of the award as determined in accordance with U.S. generally accepted accounting principles, or such other methodology the board of directors or any designated committee of the board of directors, as applicable, may determine prior to the grant of the applicable equity award becoming effective. In the event of a “change in control” (as defined in the Director Compensation Policy), each non-employee director will fully vest in their outstanding Company equity awards issued under the Director Compensation Policy, including any Initial Award or Annual Award, immediately prior to the consummation of the change in control provided that the non-employee director continues to be a non-employee director through such date. In February 2026, our Board approved the grant of two stock options to purchase a total of 35,569 shares of our common stock to Mr. Gupta in consideration of Mr. Gupta continuing to serve on the Board following his decision to step down from OrbiMed at the end of 2025. While employed by OrbiMed, Mr. Gupta, per OrbiMed policy, transferred to OrbiMed the cash and any shares of our common stock issued under any equity awards (or the economic benefit thereof). The stock options were granted to Mr. Gupta in lieu of a 2026 annual award under our Director Compensation Policy, and are structured to be similar to the stock options Mr. Gupta would have received under our Director Compensation Policy had he been appointed as a new director on January 1, 2026. The first stock option granted to Mr. Gupta is substantially equivalent to an Initial Award granted under our Outside Director Compensation Policy, and covers 33,989 shares of our common stock that will vest in equal monthly installments over a 36-month period following January 2, 2026, subject to Mr. Gupta continuing to be a non-employee member of our board of directors through the applicable vesting date. The second stock option granted to Mr. Gupta is substantially equivalent to a pro-rated Annual Award granted under our Director Compensation Policy, and covers 1,580 shares of our common stock that will vest on the earlier of (x) the first anniversary of the annual meeting of the Company’s stockholders that occurs in calendar year 2026 or (y) the date of the annual meeting of the Company’s stockholders that occurs in calendar year 2027, subject to Mr. Gupta continuing to be a non-employee member of our board of directors through the applicable vesting date. The following table sets forth information for the year ended December 31, 2025 regarding the compensation awarded to or earned by certain of our non-employee directors. Mr. Fair, our current President and Chief Executive Officer, and Mr. Kintz, our former President and Chief Executive Officer and current Head of Pipeline, did not receive any additional compensation for their service as members of our board of directors. Please see the Summary Compensation Table in the section titled “Executive Compensation” for the compensation paid or awarded in 2024 to Mr. Kintz and in 2025 to Messrs. Fair and Kintz.

  14. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1)(2) | Total ($) | | Rahul Ballal, Ph.D. | $40,000 | $324,985 | $364,985 | | Jake Bauer, M.B.A. | $61,000 | $324,985 | $385,985 | | Mika Derynck, M.D. | $52,500 | $324,985 | $377,485 | | Rishi Gupta, J.D. | $52,000 | $324,985 | $376,985 | | Richard Heyman, Ph.D. | $46,000 | $365,000 | $411,000 | | Lori Kunkel, M.D. | $45,000 | $243,735 | $288,735 | | Andrew Phillips, Ph.D. | $57,500 | $324,985 | $382,485 |

  15. Director Compensation

    | (1) The amounts disclosed for all non-employee directors represent the aggregate grant date fair value of the stock options awarded in 2025 subject to time-based vesting conditions, computed in accordance with Financial |

  16. Director Compensation

    | Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of this amount are described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |

  17. Director Compensation

    | (2) The aggregate number of shares subject to option awards held by each director as of December 31, 2025, is set forth in the table below: |

  18. Director Compensation

    | Name | Number of Options | | Rahul Ballal, Ph.D. | 211,545 | | Jake Bauer, M.B.A. | 89,128 | | Mika Derynck, M.D. | 158,795 | | Rishi Gupta, J.D. | 71,422 | | Richard Heyman, Ph.D. | 107,334 | | Lori Kunkel, M.D. | 56,991 | | Andrew Phillips, Ph.D. | 71,422 |

  19. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is currently composed of eight (8) members. In accordance with our Restated Certificate, our board of directors is divided into three classes with staggered three-year terms. Effective at the Annual Meeting, the authorized number of directors will be decreased from eight (8) to seven (7) in light of Dr. Heyman’s term of office as a Class III director expiring at the Annual Meeting, and Dr. Heyman will not stand for re-election. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

  20. Summary Compensation Table

    Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for services performed during the years ended December 31, 2025 and 2024. Messrs. Fair and Hohl were not named executive officers for the year ended December 31, 2024.

  21. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Named Executive Officers | | | | | | | | Richard Fair, M.B.A. | | | | | | | | President and Chief Executive Officer | 2025 | 38,077 | 11,880,138 | — | 711(4) | 11,918,926 | | Sam Kintz, M.B.A. | 2025 | 624,154 | 7,952,553 | 316,800 | 15,140(5) | 8,908,647 | | Former President and Chief Executive Officer | 2024 | 600,000 | 4,487,860 | 360,000 | 13,800(4) | 5,461,660 | | Helen Collins, M.D. | 2025 | 523,000 | 2,775,279 | 188,280 | 15,140(6) | 3,501,699 | | Chief Medical Officer | 2024 | 495,000 | 2,025,010 | 237,600 | 13,800(4) | 2,771,410 | | Ben Hohl | | | | | | | | Chief Financial Officer | 2025 | 480,000 | 2,775,279 | 172,800 | 15,094(7) | 3,443,173 |

  22. Summary Compensation Table

    | (1) The amounts disclosed represent the dollar value of base salary earned by the named executive officer as of December 31, 2025 and 2024. |

  23. Summary Compensation Table

    | (2) The amounts disclosed represent the aggregate grant date fair value of the stock options awarded in 2024 or 2025, as applicable, subject to time-based vesting conditions, computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions used in the calculation of this amount are described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |

  24. Summary Compensation Table

    | (3) The amounts disclosed for 2025 represent annual bonuses earned by the named executive officer for achievement of 2025 performance metrics and paid in 2026 under the Company’s 2025 Bonus Plan. The amounts disclosed for 2024 represent annual bonuses earned by the named executive officer for achievement of 2024 performance metrics and paid in 2025 under the Company’s 2024 Bonus Plan. For additional details, please see the section below titled “Non-Equity Incentive Plan Compensation.” |

  25. Summary Compensation Table

    | (4) Consists of 401(k) matching contributions. |

  26. Summary Compensation Table

    | (5) Consists of (i) $14,000 in 401(k) matching contributions and (ii) $1,140 in life insurance premiums. |

  27. Summary Compensation Table

    | (6) Consists of (i) $14,000 in 401(k) matching contributions and (ii) $1,140 in life insurance premiums. |

  28. Summary Compensation Table

    | (7) Consists of (i) $14,000 in 401(k) matching contributions and (ii) $1,094 in life insurance premiums. |

  29. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025:

  30. Outstanding Equity Awards at Fiscal Year-End

    | | Option awards (1) | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Richard Fair, M.B.A. | —(2) | 875,000 | 18.77 | 12/11/2035 | | Sam Kintz, M.B.A. | 188,841(3) | — | 1.12 | 6/15/2030 | | | 404,363(3) | — | 2.48(4) | 3/24/2031 | | | 320,166(5)(6) | — | 22.75 | 4/4/2033 | | | 187,916(5)(7) | — | 14.85 | 2/13/2034 | | | 122,500(5)(8) | — | 22.47 | 2/6/2035 | | Helen Collins, M.D. | 266,268(2)(3) | — | 2.48(4) | 6/16/2031 | | | 145,916(6) | 60,084 | 22.75 | 4/4/2033 | | | 84,791(7) | 100,209 | 14.85 | 2/13/2034 | | | —(8) | 171,000 | 22.47 | 2/6/2035 | | Ben Hohl | 92,056(3) | — | 2.48(4) | 8/1/2031 | | | 145,916(6) | 60,084 | 22.75 | 4/4/2033 | | | 84,791(7) | 100,209 | 14.85 | 2/13/2034 | | | —(8) | 171,000 | 22.47 | 2/6/2035 |

  31. Outstanding Equity Awards at Fiscal Year-End

    | (1) The share values and option exercise price reflect shares subject to such assumed awards as measured on a post-Merger, post-Reverse Stock Split basis. |

  32. Outstanding Equity Awards at Fiscal Year-End

    | (2) 25% of the shares subject to the option will vest on December 11, 2026 and the remainder vest in 36 equal monthly installments thereafter, subject to such named executive officer’s continuous service with the Company. |

  33. Outstanding Equity Awards at Fiscal Year-End

    | (3) This outstanding equity award was granted pursuant to the Former Enliven 2019 Equity Incentive Plan (the “Former Enliven 2019 Plan”). In connection with the Merger, each stock option granted under the Former Enliven 2019 Plan that was outstanding immediately prior to the effective time of the Merger was assumed by the Company and became an option to acquire, on the same terms and conditions as were applicable to such Former Enliven stock option immediately prior to the effective time of the Merger, a number of shares of Company common stock equal to the number of shares of Former Enliven common stock subject to the unexercised portion of the Former Enliven stock option immediately prior to the effective time of the Merger, multiplied by the exchange ratio (rounded down to the nearest whole share number), with an exercise price per share for the options equal to the exercise price per share of such Former Enliven stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent). Such assumed options continue to be governed by the terms and conditions of the Former Enliven 2019 Plan. Upon the closing of the Merger, the Company assumed the Former Enliven 2019 Plan. The share values above reflect shares subject to such assumed awards as measured on a post-Merger, post-Reverse Stock Split basis. |

  34. Outstanding Equity Awards at Fiscal Year-End

    | (4) This stock option was originally granted with an exercise price of $4.68 per share. On August 9, 2022, the Former Enliven board of directors amended the exercise price of all outstanding and unexercised stock options with an exercise price per share greater than $2.48 to $2.48. No other terms or conditions of the option were changed in connection with the repricing. |

  35. Outstanding Equity Awards at Fiscal Year-End

    | (5) Pursuant to his transition agreement described above, Mr. Kintz received vesting acceleration as to a total of 140,457 shares subject to his then-outstanding Company options, followed by cancellation of any other stock options to the extent unvested and outstanding. |

  36. Outstanding Equity Awards at Fiscal Year-End

    | (6) 25% of the shares subject to the option vested on February 23, 2024 and the remainder vest or were scheduled to vest in 36 equal monthly installments thereafter, subject to such named executive officer’s continuous service with the Company. |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (7) 25% of the shares subject to the option vested on February 13, 2025 and the remainder vest or were scheduled to vest in 36 equal monthly installments thereafter, subject to such named executive officer’s continuous service with the Company. |

  38. Outstanding Equity Awards at Fiscal Year-End

    | (8) 25% of the shares subject to the option vested or were scheduled to vest on February 6, 2026 and the remainder vest or were scheduled to vest in 36 equal monthly installments thereafter, subject to such named executive officer’s continuous service with the Company. |

  39. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The board of directors has approved and we have entered into change in control and severance agreements with our named executive officers. Mr. Kintz ceased to be eligible to receive benefits under his change in control and severance agreement in connection with his transition to a consultant role, effective as of December 12, 2025. Pursuant to the change in control and severance agreements, if, within the 3 month period prior to or the 12 month period following a “change in control” (as defined in the applicable agreement), the Company terminates the employment of the applicable executive without “cause” (excluding death or disability) or such executive resigns for “good reason” (as defined in the applicable agreement) and within 60 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) a lump sum payment equal to the sum of 12 months (or 24 months with respect to Mr. Fair) of such executive’s then current annual base salary and 100% (or 150% with respect to Mr. Fair) of the executive’s annual target bonus, less applicable withholdings, (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive’s respective eligible dependents for up to 12 months (or 18 months with respect to Mr. Fair) and (iii) vesting acceleration as to 100% of the then-unvested shares subject to each of such executive’s then outstanding equity awards (and in the case of awards subject to performance-based vesting conditions, such performance-based vesting conditions will be deemed achieved at target, unless otherwise specified in the applicable award agreement governing such award). In addition, Mr. Fair would be eligible receive (i) if Mr. Fair’s termination date occurs after the end of a fiscal year but before the date the bonus for such fiscal year is paid, a single, lump sum payment equal to the amount of the bonus that would have been paid to Mr. Fair for such fiscal year had Mr. Fair remained employed through the date such bonus was paid (the “Prior Year Bonus”), and (ii) the extension of the post-termination exercise period of Mr. Fair’s vested and outstanding stock option grants until the earlier of, subject to the terms of the applicable equity plan, (x) the one-year anniversary of Mr. Fair’s termination date and (y) the maximum term of the applicable stock option grant (the “Option Extension”). Pursuant to the change in control and severance agreements, if, outside of the 3 month period prior to or the 12 month period following a “change in control” (as defined in the applicable agreement), the Company terminates the employment of the applicable executive without “cause” (excluding death or disability) or such executive resigns for “good reason” (as defined in the applicable agreement) and within 60 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) continuing payments of his or her then current annual base salary for a period of 9 months (or 12 months with respect to Mr. Fair), and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive’s respective eligible dependents for up to 9 months (or up to 12 months with respect to Mr. Fair). Additionally, Mr. Fair would be eligible to receive both the Prior Year Bonus and the Option Extension. Pursuant to the change in control and severance agreements, in the event any payment to the applicable executive would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended (the “Code”) (as a result of a payment being classified as a parachute payment under Section 280G of the Code), such executive will receive such payment as would entitle such executive to receive the greatest after-tax benefit, even if it means that the Company pays such executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

  40. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of SEC Regulation S-K, the following table, footnotes and discussion provide “Pay versus Performance” regarding the relationship between executive compensation actually paid (“CAP”), as calculated under the applicable SEC rules, for the last two (2) fiscal years. As required by SEC rules, as it applies to smaller reporting companies, the table presented below discloses CAP for (i) our principal executive officers (“PEOs”) and (ii) our NEOs other than the PEO (the “non-PEO NEOs”), on an average basis. The information provided below was not considered by our compensation committee in structuring or determining compensation for our NEOs.

  41. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO Richard Fair (1) $ | Summary Compensation Table Total for PEO Sam Kintz (1) $ | Compensation Actually Paid to PEO Richard Fair (1)(2)(3) $ | Compensation Actually Paid to PEO Sam Kintz (1)(2)(3) $ | Average Summary Compensation Table Total for Non-PEO NEOs (4) $ | Average Compensation Actually Paid to Non-PEO NEOs (2)(3)(4) $ | Year-end value of $100 invested in ELVN on 12/31/2023 (5) $ | Net Loss (Income) (in millions) (6) $ | | 2025 | 11,918,926 | 8,908,647 | 8,472,613 | (3,925,401) | 3,472,436 | 512,077 | 111.27 | (103.7) | | 2024 | N/A | 5,461,660 | N/A | 11,752,602 | 2,752,910 | 5,899,252 | 162.57 | (89.0) |

  42. Pay Versus Performance

    | (1) Sam Kintz became our PEO in February 2023, in connection with the Merger, and ceased to be our PEO effective as of December 11, 2025. Richard Fair has been our PEO from December 11, 2025, to present. |

  43. Pay Versus Performance

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |

  44. Pay Versus Performance

    | | 2025 | | | 2024 | | | | Richard Fair | Sam Kintz | Average Non-CEO NEOs | Sam Kintz | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $11,918,926 | $8,908,647 | $3,472,436 | $5,461,660 | $2,752,910 | | Total Adjustments for Pension | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(11,880,138) | $(7,952,553) | $(2,775,279) | $(4,487,860) | $(2,025,010) | | Year-end fair value of unvested awards granted in the current year | $8,433,825 | $— | $1,435,678 | $6,602,309 | $2,979,100 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $— | $— | $(1,135,434) | $1,656,224 | $1,054,846 | | Fair values at vest date for awards granted and vested in current year | $— | $1,273,615 | $— | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $— | $(649,087) | $(485,324) | $2,520,269 | $1,137,406 | | Forfeitures during current year equal to prior year-end fair value | $— | $(5,506,023) | $— | $— | $— | | Total Adjustments for Equity Awards | $(3,446,313) | $(12,834,048) | $(2,960,359) | $6,290,942 | $3,146,342 | | Compensation Actually Paid (as calculated) | $8,472,613 | $(3,925,401) | $512,077 | $11,752,602 | $5,899,252 |

  45. Pay Versus Performance

    | (3) Equity values are calculated in accordance with FASB ASC Topic 718. The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: |

  46. Pay Versus Performance

    | • | Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/fiscal year end date. |

  47. Pay Versus Performance

    | • | Strike price is based on each grant date closing price and asset price is based on each vest/fiscal year end closing price. |

  48. Pay Versus Performance

    | • | Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/fiscal year end date. |

  49. Pay Versus Performance

    | • | Historical volatility is based on daily price history for each expected life (years) prior to each vest/fiscal year end date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. |

  50. Pay Versus Performance

    | • | Represents annual dividend yield on each vest/fiscal year end date. |

  51. Pay Versus Performance

    | (4) The individuals comprising the Non-PEO NEOs for each year presented are the following executives: |

  52. Pay Versus Performance

    | • | 2025: Benjamin Hohl and Helen Collins |

  53. Pay Versus Performance

    | • | 2024: Helen Collins and Joseph P. Lyssikatos |

  54. Pay Versus Performance

    | (5) The Company total shareholder return (“TSR”) assumes $100 was invested in the Company for the period starting December 31, 2023, through the end of the listed year. Cumulative TSR is calculated by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between (1) the Company’s share price at the end of the measurement period and (2) the Company’s share price at the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance. |

  55. Pay Versus Performance

    | (6) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |

  56. Pay Versus Performance

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years. Relationship Between PEO and NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income (Loss) during the two most recently completed fiscal years.