DEF 14A of BridgeBio Oncology Therapeutics, Inc.
Filed Apr 28, 2026 · FY20250001193125-26-186944
PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of nine members. In accordance with the terms of our Certificate of Incorporation, and our Bylaws, our board of directors is divided into three staggered classes of directors, Class I, Class II and Class III, and each director is assigned to one of the three classes, with members of each class serving staggered three-year terms. The members of the classes are currently divided as follows:
PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS
| • | the Class I directors are Frank McCormick, Michelle Doig and Peter Lebowitz, and their terms expire at the Annual Meeting; |
PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS
| • | the Class II directors are Neil Kumar, Bihua Chen and Raymond Kelleher, and their terms expire at the annual meeting of stockholders to be held in 2027; and |
PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS
| • | the Class III directors are Pedro J. Beltran, Praveen Tipirneni and Jake Bauer, and their terms expire at the annual meeting of stockholders to be held in 2028. |
PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Each of our current Class I directors except for Michelle Doig is being nominated for re-election at the Annual Meeting. Our board of directors has nominated Frank McCormick and Peter Lebowitz for election as the Class I directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. Based in part upon the recommendation by the Nominating and Corporate Governance Committee and as approved by our board of directors, Michelle Doig will not be nominated for re-election as a director at the Annual Meeting. As a result, Ms. Doig’s service as a director will end on the date of the Annual Meeting. This decision was made in consultation with Ms. Doig and was not due to any performance issues or any disagreement relating to our operations, policies, or practices. We would like to thank Ms. Doig for her service on our board of directors. Effective April 20, 2026, Eli Wallace, Ph.D. resigned from his position as a member of our board of directors and as a Class III director, and our board of directors appointed Pedro J. Beltran, Ph.D. as a Class III director to fill the vacancy created by Dr. Wallace’s resignation. Our Certificate of Incorporation and Bylaws provide that the number of directors that constitutes our board of directors shall be fixed from time to time by a resolution of our board of directors. If the number of directors is thereafter changed, any increase or decrease in directorships will be apportioned among the classes by our board of directors so as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting our board of directors will shorten the term of any incumbent director. The division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control. Immediately prior to the opening of the polls at the Annual Meeting, our board of directors has elected to reduce the size of the board of directors from nine (9) to eight (8) directors.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors The following table and narrative information identify our nominees for Class I directors and set forth their principal occupation and business experience during the last five years and their ages as of April 21, 2026.
Nominees for Election as Class I Directors
| Name | Positions and Offices Held with BBOT | Director Since | Age | | Frank P. McCormick, Ph.D., F.R.S., D. Sc. | Director | 2024 | 75 | | Peter Lebowitz, M.D., Ph.D. | Director | 2026 | 57 |
Nominees for Election as Class I Directors
Frank P. McCormick, Ph.D., F.R.S., D.Sc. has served as a member of our board of directors since April 2024, and was previously a member of our board of directors from August 2016 to November 2016 and served as Chairman of our board of directors from May 2024 to December 2025. Since February 2023, Dr. McCormick has been a member of the board of directors of BridgeBio Pharma, Inc. (Nasdaq: BBIO) (“BridgeBio Pharma”) and has served as Chairman of Oncology at BridgeBio Pharma since April 2019. He is a Professor at the University of California, San Francisco (UCSF) Helen Diller Family Comprehensive Cancer Center, where he has been a faculty member since 1997. Dr. McCormick was the Director of the UCSF Helen Diller Family Comprehensive Cancer Center and Associate Dean of the UCSF School of Medicine from 1997 to 2014. Before joining UCSF, he worked with several biotechnology firms, including Cetus Corporation and Chiron Corporation. In 1992, he founded Onyx Pharmaceuticals and served as its Chief Scientific Officer until 1996. Dr. McCormick is a Fellow of the Royal Society since 1996 and a member of the National Academy of Sciences since 2014. He led the National Cancer Institute’s Ras Initiative at the Frederick National Laboratories for Cancer Research since 2013. Dr. McCormick has also served on the boards of Olema Pharmaceuticals, Inc. (Nasdaq: OLMA) and Aduro Biotech, Inc. (Nasdaq: KDNY). He received his B.Sc. in Biochemistry from the University of Birmingham and his Ph.D. in Biochemistry from the University of Cambridge, with postdoctoral fellowships at the State University of New York at Stony Brook and Imperial Cancer Research Fund in London. We believe that Dr. McCormick is qualified to serve on our board of directors based on his extensive scientific background, particularly in oncology. Peter Lebowitz, M.D., Ph.D. has served as a member of our board of directors since March 2026. He has served as Chief Executive Officer and Chief Medical Officer of Third Arc Bio, since 2024, and previously served as Senior Vice President, Global Head of Oncology R&D and Johnson & Johnson from 2011 to 2024. He has led teams to bring fifteen drugs to market over the past twenty years and managed large drug development organizations in all stages of drug development. At Johnson & Johnson, he led an end-to-end team from discovery through full development, and launched thirteen new drugs with twelve breakthrough therapy designations and 38 New England Journal of Medicine publications. We believe that Dr. Lebowitz is qualified to serve on our board of directors based on his extensive experience as a biopharmaceutical company executive and leader of various drug development organizations, including in the field of oncology. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as directors, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The board of directors recommends voting “FOR” the election of Frank McCormick and Peter Lebowitz as the Class I directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029. Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors.
Class I Director Not Standing for Re-Election at the Annual Meeting
Michelle Doig has served as a member of our board of directors since April 2024. She has served as a director of Artios Pharma Ltd, since July 2021 and previously, she served on the boards of directors of Nuvation Bio Inc. (NYSE: NUVB) from July 2019 to June 2021 and Omega Alpha SPAC (Nasdaq: OMEG) from November 2020 to January 2023. Since December 2016, Ms. Doig has been a Partner and the Head of Corporate Development at Omega Funds. Prior to that, she was Director of Corporate Finance at Third Rock Ventures from December 2013 to December 2016. From 2004 to 2013, she was a Principal at Abingworth. Ms. Doig has also worked as a life sciences investment banker with Lehman Brothers International (London), J.P. Morgan (New York), and Morgan Stanley Canada (Toronto). She received a degree in Business Administration from the Richard Ivey School of Business at the University of Western Ontario. We believe that Ms. Doig is qualified to serve on our board of directors because of her significant industry experience, including as an investor in the biopharmaceutical industry.
Directors Continuing in Office
Directors Continuing in Office The following table and narrative information identify our directors continuing in office, and sets forth their principal occupation and business experience during the last five years and their ages as of April 21, 2026.
Directors Continuing in Office
| Name | Positions and Offices Held with BBOT | Director Since | Class and Year in Which Term Will Expire | Age | | Neil Kumar, Ph.D. | Executive Chairman of the Board and Director | 2016 | Class II - 2027 | 47 | | Bihua Chen, M.B.A. | Director | 2025 | Class II - 2027 | 57 | | Raymond Kelleher, M.D., Ph.D. | Director | 2024 | Class II - 2027 | 60 | | Pedro J. Beltran, Ph.D. | Chief Executive Officer and Director | 2026 | Class III - 2028 | 55 | | Praveen Tipirneni, M.D., M.B.A. | Director | 2024 | Class III - 2028 | 57 | | Jake Bauer | Chairman of the Board and Director | 2025 | Class III - 2028 | 47 |
Class II Directors (Term Expires at 2027 Annual Meeting)
Class II Directors (Term Expires at 2027 Annual Meeting) Neil Kumar, Ph.D. has served as a member of our board of directors since August 2016 and as Executive Chairman of our board of directors since April 2026. Dr. Kumar also served as Chief Executive Officer and President of TheRas from August 2016 to April 2024. He is a co-founder and has been the Chief Executive Officer and a member of the board of directors of BridgeBio Pharma, Inc. (Nasdaq: BBIO) since April 2015. Dr. Kumar has also served as the Chief Executive Officer of BridgeBio Pharma’s subsidiary, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX), and a member of its board of directors since March 2016. Prior to co-founding BridgeBio Pharma, he was the interim Vice President of Business Development at MyoKardia, Inc. (formerly Nasdaq: MYOK, acquired by Bristol Myers Squibb), from 2012 to 2014. He was a principal at Third Rock Ventures from 2011 to 2014 and an associate principal at McKinsey & Company from 2007 to 2011. Dr. Kumar has served on the board of directors of LianBio (formerly Nasdaq: LIAN) since October 2019. He received his B.S. and M.S. degrees in Chemical Engineering from Stanford University and his Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology. We believe that Dr. Kumar is qualified to serve on our board of directors based on his extensive experience as an executive officer of biotechnology companies. Bihua Chen, M.B.A. was the Chairperson and Chief Executive Officer of Helix from June 2021 to August 2025 and continues to serve as a member of our board of directors. Ms. Chen is the founder and managing member of Cormorant Asset Management, LP (“Cormorant”), an investment firm focused on innovative biotechnology, medical technology and life science companies, and has served in this capacity since 2013. Ms. Chen was the Chief Executive Officer and Chairwoman of Helix Acquisition Corp. (“Helix I”), a publicly traded biotechnology special purpose acquisition company, from its inception until April 2022, when Helix I completed its business combination with MoonLake Immunotherapeutics AG (Nasdaq: MLTX). From 2020 to July 2025, Ms. Chen served as a director of Biomea Fusion, Inc. (Nasdaq: BMEA). Prior to founding Cormorant in 2013, Ms. Chen managed a separately managed account focused on the healthcare sector as a sub-adviser to a large, multi-strategy hedge fund based in New York. Prior to that, Ms. Chen was a healthcare analyst and sector portfolio manager for American Express Asset Management, Boston. Ms. Chen has also served as a portfolio manager for the Asterion Life Science Fund from 2001 through 2002, an equity analyst and portfolio manager for Bellevue Research from 2000 through 2001 and an equity analyst for Putnam Investments from 1998 through 2001. Ms. Chen obtained a Master of Business Administration degree from the Wharton School of Business in 1998 and graduated with a Master of Science degree in Molecular Biology from the Graduate School of Biomedical Science at Cornell Medical College in 1994. Ms. Chen also holds a Bachelor of Science degree in Genetics and Genetic Engineering from Fudan University, Shanghai, China, which she received in 1990. We believe that Ms. Chen is qualified to serve on our board of directors due to her demonstrated leadership in her field, her experience as a board member of biotechnology and pharmaceutical companies and her experience as an investor in life sciences companies. Raymond Kelleher, M.D., Ph.D. has served as a member of our board of directors (including our predecessor, TheRas) since April 2024. He has been Managing Director at Cormorant Asset Management, LP since July 2020. From August 2023 to June 2024, Dr. Kelleher was a member of the board of directors of Rapport Therapeutics, Inc. (Nasdaq: RAPP). Dr. Kelleher has maintained an active clinical neurology practice at Massachusetts General Hospital specializing in neurodegenerative disorders, particularly Alzheimer’s disease and related dementias, since 1994. He was an Assistant Professor of Neurology at Harvard Medical School from July 2005 to October 2023. Dr. Kelleher received his B.S. from the Massachusetts Institute of Technology, his Ph.D. from Stanford University, and his M.D. from Stanford University School of Medicine. We believe that Dr. Kelleher is qualified to serve on our board of directors due to his extensive expertise in neurology and background in healthcare investing.
Class III Directors (Term Expires at 2028 Annual Meeting)
Class III Directors (Term Expires at 2028 Annual Meeting) Pedro J. Beltran, Ph.D. has served as our Chief Scientific Officer (including our predecessor, TheRas) since April 2024 until his appointment as President and Chief Executive Officer in April 2026, and as a member of our board of directors since April 2026. Previously, Dr. Beltran served as Chief Scientific Officer of BridgeBio Pharma, Inc. (Nasdaq: BBIO) from July 2023 to April 2024, and as Senior Vice President of Biology from July 2020 to July 2023. From November 2017 to July 2020, Dr. Beltran was Senior Vice President, Head of Biology at UNITY Biotechnology and from 2003 to 2017 held various roles at Amgen, Inc., including Executive Director of Oncology Research. He has led multiple Investigational New Drug application submissions, authored more than 50 peer-reviewed articles, presented at numerous national and international scientific conferences, and holds diverse patents for the treatment of malignant diseases. Dr. Beltran completed postdoctoral work in Molecular and Cellular Pharmacology at the University of Miami, holds a Ph.D. in Cancer Biology from the University of Texas, MD Anderson Cancer Center, and a B.S. in Molecular Biology from Florida Institute of Technology. We believe that Dr. Beltran is qualified to serve on our board of directors based on his extensive experience in the pharmaceutical industry, including experience in oncology drug development and academic publications, and his knowledge of BBOT from his role as BBOT’s Chief Executive Officer. Praveen Tipirneni, M.D., M.B.A. has served as a member of our board of directors (including our predecessor, TheRas) since November 2024. Dr. Tipirneni is currently the Chief Executive Officer of Caldera Therapeutics, Inc., a clinical stage biotechnology company developing antibody for inflammatory bowel disease and other immunologic and inflammatory diseases. Since June 2024, he has been a member of the board of directors of Tectonic Therapeutic Inc. (Nasdaq: TECX) (formerly known as AVROBIO, Inc.). Dr. Tipirneni previously served on the legacy Tectonic Therapeutic board of directors since February 2020. Most recently, he was Chief Executive Officer and a member of the board of directors of Morphic Holding, Inc. (formerly Nasdaq: MORF), from July 2015 to July 2024, until its acquisition by Eli Lilly & Co. (NYSE: LLY). Prior to founding Morphic, Dr. Tipirneni served as Senior Vice President of Corporate Development and Global Strategy at Cubist Pharmaceuticals Inc. (formerly, Nasdaq: CBST) from 2006 until Cubist’s acquisition by Merck in 2015. Earlier in his career, he was a member of the clinical team supporting the NDA and sNDA submissions for Cubicin, contributing to its growth into $1.2 billion peak sales. Prior to joining Cubist, he worked at Sun Microsystems, Inc. and Covad Communications Inc. in corporate strategy, and at Deltagen in business development. Dr. Tipirneni 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 at the University of Pennsylvania. We believe that Dr. Tipirneni is qualified to serve on our board of directors because of his experience with biotechnology companies, including working with and serving in various executive positions in life sciences companies. Jake Bauer has served as a member of our board of directors (including our predecessor, TheRas) since April 2025 and as Chairman of our board of directors since December 2025. Mr. Bauer has served as a Venture Partner at ARCH Venture Partners and SR One Capital Management since September 2021 and has been an independent consultant working with companies in the life sciences industry since November 2020. Prior to the acquisition of MyoKardia, Inc. (formerly Nasdaq: MYOK) by Bristol Myers Squibb in November 2020, Mr. Bauer served as the Chief Business Officer of MyoKardia, Inc. beginning in April 2018 as well 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 currently serves on the board of directors of several private biotechnology companies and public companies, including Enliven Therapeutics, Inc. (Nasdaq: ELVN) since February 2023 and Immunovant, Inc. (Nasdaq: IMVT) since April 2025. Mr. Bauer previously served on the board of directors of ARYA Sciences Acquisition Corp V, from April 2021 to July 2023, and ARYA Sciences Acquisition Corp II from May 2020 to October 2020. Mr. Bauer holds a B.S. degree in Biology and a B.A. degree in Economics from Duke University and an M.B.A. from Harvard Business School. We believe that Mr. Bauer is qualified to serve on our board of directors based on his extensive experience as an executive in the life sciences industry. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2025 Director Compensation Table
2025 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director of our board during 2025. Dr. Wallace, our former Chief Executive Officer and member of our board of directors through April 20, 2026, did not receive any additional compensation from us for his services as a member of our board of directors in 2025. The compensation received by Dr. Wallace as an NEO in 2025 is set forth below in “Executive Compensation—2025 Summary Compensation Table.”
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Jake Bauer (3) | 37,500 | 896,873 | 934,374 | | Bihua Chen, M.B.A.(4) | 20,000 | — | 20,000 | | Michelle Doig(5) | 23,750 | — | 23,750 | | Raymond Kelleher, M.D., Ph.D.(6) | 22,500 | — | 22,500 | | Neil Kumar, Ph.D.(7) | 20,000 | — | 20,000 | | Frank P. McCormick, Ph.D., F.R.S., D. Sc.(8) | 65,000 | 635,353 | 700,353 | | Praveen Tipirneni, M.D., M.B.A.(9) | 43,750 | 364,520 | 408,270 |
2025 Director Compensation Table
| (1) The amounts reported represents the fees each director received for their services as a member of our board of directors (including any fees for their services on the board of directors of TheRas, Inc. prior to the closing of the Business Combination) during the fiscal year ended December 31, 2025. |
2025 Director Compensation Table
| (2) The amounts reported represent the aggregate grant date fair value of the option awards granted to our directors during the fiscal year ended December 31, 2025, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the option awards reported in this column are set forth in Note 10 of BBOT’s financial statements for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the accounting costs for these option awards and do not correspond to the actual economic value that may be received by BBOT’s directors upon the exercise of the option award or any sale of the underlying shares of common stock. |
2025 Director Compensation Table
| (3) As of December 31, 2025, Mr. Bauer held options to purchase an aggregate of 138,193 shares of our common stock. Upon the closing of the Business Combination, Mr. Bauer received his initial option grant as an independent non-employee director, which such value is reflected in the Option Awards column. |
2025 Director Compensation Table
| (4) All cash payments to Ms. Chen were made to Cormorant Global Healthcare Master Fund, LP. As of December 31, 2025, Ms. Chen did not hold any options to purchase shares of our common stock or any other equity awards. |
2025 Director Compensation Table
| (5) All cash payments to Ms. Doig were made to Omega Fund VII, L.P. As of December 31, 2025, Ms. Doig did not hold any options to purchase shares of our common stock or any other equity awards. |
2025 Director Compensation Table
| (6) All cash payments to Dr. Kelleher were made to Cormorant Global Healthcare Master Fund, LP. As of December 31, 2025, Dr. Kelleher did not hold any options to purchase shares of our common stock or any other equity awards. |
2025 Director Compensation Table
| (7) As of December 31, 2025, Dr. Kumar did not hold any options to purchase shares of our common stock or any other equity awards. |
2025 Director Compensation Table
| (8) As of December 31, 2025, Dr. McCormick held options to purchase an aggregate of 241,443 shares of our common stock. Dr. McCormick received an annual stock option award in April 2025 and a top up award of stock options upon the closing of the Business Combination, which such values are reflected in the Option Awards column. |
2025 Director Compensation Table
| (9) As of December 31, 2025, Dr. Tipirneni held options to purchase an aggregate of 138,193 shares of our common stock. Dr. Tipirneni received an annual stock option award in April 2025 and a top up award of stock options upon the closing of the Business Combination, which such values are reflected in the Option Awards column. |
Non-Employee Director Compensation Policy in Effect from August 11, 2025 to December 16, 2025
Non-Employee Director Compensation Policy in Effect from August 11, 2025 to December 16, 2025 In connection with the Business Combination, our board of directors adopted a non-employee director compensation policy, effective immediately following the closing on August 11, 2025 (the “Initial Director Compensation Policy”). The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the Initial Director Compensation Policy, the non-employee directors were eligible to receive cash retainers (payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below:
Non-Employee Director Compensation Policy in Effect from August 11, 2025 to December 16, 2025
| Annual Retainer for Board Membership: | | | Members: | $40,000 | | Additional Retainer for Non-Executive Chairperson or Lead Independent Director: | $30,000 | | Additional Annual Retainers for Committee Membership: | | | Audit Committee: | | | Members (other than Chair): | $7,500 | | Chair: | $15,000 | | Compensation Committee: | | | Members (other than Chair): | $5,000 | | Chair: | $10,000 | | Nominating and Corporate Governance Committee: | | | Members (other than Chair): | $4,250 | | Chair: | $8,500 |
Non-Employee Director Compensation Policy in Effect from August 11, 2025 to December 16, 2025
In addition, the Initial Director Compensation Policy provided that, upon initial election or appointment to the board of directors, each non-employee director would be granted a stock option to purchase 69,693 shares of common stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to our common stock (the “Initial Grant”), which would will vest in equal monthly installments over three years following the grant date, subject to continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders following the closing of the Business Combination, each non-employee director (other than a non-employee director receiving an Initial Grant) who continues as a non-employee director following such meeting would be granted a stock option to purchase 34,946 shares of common stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to our common stock (the “Annual Grant”), which would vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, subject to continued service through the applicable vesting date. If a non-employee director joins our board of directors on a date other than the date of the annual meeting of stockholders, then in lieu of the Annual Grant, such non-employee director would be granted a prorated portion of the Annual Grant corresponding to such partial year of service at the next annual meeting of stockholders. The Initial Grant and the Annual Grant (and any pro-rated portions thereof) are subject to full accelerated vesting upon the sale of the company. Under the Initial Director Compensation Policy, the aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for services provided as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. Our board of directors will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of the board of directors or any committee thereof.
Non-Employee Director Compensation Policy in Effect since December 16, 2025
Non-Employee Director Compensation Policy in Effect since December 16, 2025 On December 16, 2025, our board of directors, based on the recommendation of our compensation committee, approved an amended and restated non-employee director compensation policy (the “A&R Director Compensation Policy”), pursuant to which the non-employee directors are eligible to receive cash retainers (payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below.
Non-Employee Director Compensation Policy in Effect since December 16, 2025
| Annual Retainer for Board Membership: | | | Members: | $40,000 | | Additional Retainer for Non-Executive Chairperson or Lead Independent Director: | $30,000 | | Additional Annual Retainers for Committee Membership: | | | Audit Committee: | | | Members (other than Chair): | $7,500 | | Chair: | $15,000 | | Compensation Committee: | | | Members (other than Chair): | $6,000 | | Chair: | $12,000 | | Nominating and Corporate Governance Committee: | | | Members (other than Chair): | $5,000 | | Chair: | $10,000 |
Non-Employee Director Compensation Policy in Effect since December 16, 2025
In addition, the A&R Director Compensation Policy provides that, upon initial election or appointment to the board of directors, each non-employee director will be granted a stock option to purchase 63,350 shares of common stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to our common stock (the “A&R Initial Grant”), which would will vest in equal monthly installments over three years following the grant date, subject to continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director (other than a non-employee director receiving an A&R Initial Grant) who continues as a non-employee director following such meeting will be granted a stock option to purchase 31,675 shares of common stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to our common stock (the “A&R Annual Grant”), which will vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, subject to continued service through the applicable vesting date. If a non-employee director joins our board of directors on a date other than the date of the annual meeting of stockholders, then in lieu of the A&R Annual Grant, such non-employee director would be granted a prorated portion of the A&R Annual Grant corresponding to such partial year of service at the next annual meeting of stockholders. The A&R Initial Grant and the A&R Annual Grant (and any pro-rated portions thereof) are subject to full accelerated vesting upon the sale of the company. Under the A&R Director Compensation Policy, the aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for services provided as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. Our board of directors will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of the board of directors or any committee thereof.
Overview
Overview As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for its principal executive officer and its two other most highly compensated executive officers. Our named executive officers (the “NEOs”) for the fiscal year ended December 31, 2025 were:
Overview
| • | Eli Wallace, Ph.D.*, our former President and Chief Executive Officer; |
Overview
| • | Uneek Mehra, M.B.A.**, our former Chief Financial Officer; and |
Overview
| • | Yong Ben, M.D., M.B.A., our Chief Medical Officer and Development Officer. |
Overview
| * Dr. Wallace’s employment as our President and Chief Executive Officer ended effective as of April 20, 2026. |
Overview
| ** Mr. Mehra was appointed as our Chief Financial Officer, effective as of July 21, 2025. His role as our Chief Financial Officer ended effective as of April 21, 2026 and his employment with the Company will end effective as of April 30, 2026. |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our NEOs for services rendered to us in all capacities during the years listed below.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Eli Wallace, Ph.D. Former President and Chief Executive Officer | 2025 | 571,850 | 256,775 | 7,646,920 | 3,000,000(3) | 14,000(4) | 11,489,545 | | | 2024 | 544,154 | 237,600 | 1,703,271 | 2,000,000 | 21,661 | 4,463,320 | | Uneek Mehra, M.B.A. (5) Former Chief Financial Officer | 2025 | 233,188 | 179,030(6) | 4,130,876 | — | 12,531(4) | 4,555,625 | | Yong Ben, M.D., M.B.A. Chief Medical and Development Officer | 2025 | 525,300 | 231,655 | 2,456,409 | — | 14,000(4) | 3,227,364 | | | 2024 | 170,346 | 73,827 | 1,206,650 | — | 4,764 | 1,455,587 |
2025 Summary Compensation Table
| (1) The amounts reported in this column reflect discretionary bonuses earned based on the achievement of individual and corporate performance metrics for the 2025 fiscal year. |
2025 Summary Compensation Table
| (2) The amounts reported represent the aggregate grant date fair value of stock options awarded to our NEOs during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting. For a description of the assumptions used in determining these values, see Note 10 of BBOT’s financial statements for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by BBOT’s NEOs upon the exercise of the stock options or any sale of the underlying shares. |
2025 Summary Compensation Table
| (3) The amount reported represents a bonus earned during the 2025 fiscal year by Dr. Wallace upon the Company’s achievement of pre-determined milestones. The award was payable in cash to Dr. Wallace. |
2025 Summary Compensation Table
| (4) The amount reported represents 401(k) matching contributions made by BBOT. |
2025 Summary Compensation Table
| (5) Mr. Mehra commenced employment with BBOT on July 21, 2025. As such, he was not an NEO in 2024, and his base salary and bonus were prorated for the 2025 fiscal year. |
2025 Summary Compensation Table
| (6) The amount also includes a $75,000 signing bonus paid to Mr. Mehra in connection with his commencement of employment with BBOT. |
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025:
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | | Option awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Eli Wallace | 7/23/2024(1)(2) | 5/1/2024 | 245,670 | 374,948 | 4.17 | 7/22/2034 | | | 4/3/2025 (1)(2) | 4/4/2025 | 6,200 | 30,972 | 7.88 | 4/2/2035 | | | 8/26/25 (3)(4) | 8/11/2025 | 41,644 | 458,087 | 9.59 | 8/25/2035 | | | 10/02/2025 (3)(2) | 10/2/2025 | 20,833 | 479,167 | 12.44 | 10/2/2035 | | Uneek Mehra | 8/26/2025(3)(5) | 7/21/2025 | — | 633,570 | 9.59 | 8/25/2035 | | Yong Ben | 9/25/2024(1)(5) | 9/3/2024 | 138,537 | 304,761 | 4.17 | 9/24/2034 | | | 4/3/2025 (1)(2) | 4/4/2025 | 4,431 | 22,120 | 7.88 | 4/2/2035 | | | 8/26/2025 (3)(4) | 8/11/2025 | 29,764 | 327,413 | 9.59 | 8/25/2035 |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (1) This equity award is subject to the terms of BBOT’s 2016 Equity Incentive Plan, as amended from time to time (the “2016 Plan”). |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (2) The shares underlying this award vest over a four-year period as follows: 1/48th of the award vests in equal monthly installments starting on the vesting commencement date, subject to the NEO’s “continuous service” or continuous “service relationship” (as defined in the 2016 Plan and the 2025 Plan, respectively) with BBOT through each applicable vesting date; provided that, such equity award will be subject to accelerated vesting pursuant to the Executive Severance Plan, as described in more detail under “Employment Agreements with our Named Executive Officers—Executive Severance Plan” above. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (3) This equity award is subject to the terms of BBOT’s 2025 Stock Option and Incentive Plan, as amended from time to time (the “2025 Plan”). |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (4) The shares underlying this award vest over a four-year period as follows: in an amount equal to (x) the number of full months between the vesting commencement date and the date on which a registration statement on Form S-8 was filed and effective with the Securities and Exchange Commission (the “S-8 Filing Date”) divided by (y) 48, and 1/48th of the shares underlying such option shall vest each month thereafter on the day of the month corresponding to the vesting commencement date (and if there is no such corresponding day for a month, then the vesting date shall be the last day of the applicable month), in each |
Outstanding Equity Awards at Fiscal 2025 Year-End
| case, subject to the NEO’s continuous “service relationship” (as defined in the 2025 Plan); provided that, such equity award will be subject to accelerated vesting pursuant to the Executive Severance Plan, as described in more detail under “Employment Agreements with our Named Executive Officers—Executive Severance Plan” above. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (5) The shares underlying this award vest over a four-year period as follows: 25% vests on the first anniversary of the vesting commencement date and the remaining 75% vests in 36 equal monthly installments thereafter, subject to the NEO’s “continuous service” or continuous “service relationship” (as defined in the 2016 Plan and 2025 Plan, respectively) with BBOT through each applicable vesting date; provided that, such equity award will be subject to accelerated vesting pursuant to the Executive Severance Plan, as described in more detail under “Employment Agreements with our Named Executive Officers—Executive Severance Plan” above. |
REPORT OF THE AUDIT COMMITTEE
| * Ms. Doig served as a member of the Audit Committee, including for purposes of the review of the audited consolidated financial statements of BBOT for the fiscal year ended December 31, 2025 and the recommendations to the board of directors described above, until March 24, 2026. |