DEF 14A of Candel Therapeutics, Inc., Apr 29, 2026

DEF 14A of Candel Therapeutics, Inc.

Filed Apr 29, 2026 · FY20250001193125-26-191506

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of ten members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the Class I directors are Renee Gaeta, Gary J. Nabel, M.D., Ph.D., and Joseph C. Papa, R.Ph., M.B.A., and their terms will expire at the annual meeting of stockholders to be held in 2028; • the Class II directors are Edward J. Benz, Jr., M.D., Paul B. Manning, Maha Radhakrishnan, M.D., and Paul Peter Tak, M.D., Ph.D., FMedSci, and their terms will expire at the Annual Meeting; and • the Class III directors are Nicoletta Loggia, Ph.D., R.Ph., Christopher Martell, and Diem Nguyen, Ph.D., M.B.A., and their terms will expire at the annual meeting of stockholders to be held in 2027. 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. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds (2/3) or more of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Dr. Benz, Mr. Manning, Dr. Radhakrishnan, and Dr. Tak for election as Class II 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 substitute nominees selected by our board of directors. Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that in evaluating director candidates, the nominating and corporate governance committee will consider factors such as a candidate’s character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business and industry and absence of conflicts of interest. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards.

  2. Nominees for Election as Class II Director

    Nominees for Election as Class II Director The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of April 29, 2026.

  3. Nominees for Election as Class II Director

    | Name | Positions and Offices Held with Candel Therapeutics, Inc. | Director Since | Age | | Edward J. Benz, Jr., M.D. | Director | 2017 | 79 | | Paul B. Manning | Director | 2018 | 70 | | Maha Radhakrishnan, M.D. | Director | 2025 | 56 | | Paul Peter Tak, M.D., Ph.D., FMedSci | Director | 2020 | 66 |

  4. Nominees for Election as Class II Director

    Edward J. Benz, Jr., M.D., has served as a member of Candel’s board of directors since September 2017. Dr. Benz is the President and CEO Emeritus of the Dana-Farber Cancer Institute and a member of the Dana-Farber Cancer Institute Board of Directors. He is the Richard and Susan Smith Distinguished Professor of Medicine, Professor of Pediatrics and Professor of Genetics at Harvard Medical School, and Executive Director of the Cure Sickle Cell Initiative at National Institutes of Health, or NIH. Dr. Benz is an expert in blood disorders and is board certified in both hematology and internal medicine. He is an active clinical hematologist and a NIH funded researcher with a focus on the molecular basis and genetics around inherited blood disorders. From October 2000 until his retirement in October 2016, Dr. Benz served as President and CEO of Dana-Faber Cancer Institute. Prior to his role at Dana-Farber Cancer Institute, Dr. Benz served as chairman for the Department of Medicine and Sir William Osler Professor of Medicine at Johns Hopkins University School of Medicine, as well as physician in chief at Johns Hopkins Hospital. Dr. Benz has also served as President of the American Society of Hematology, the Association of American Cancer Institutes, the American Society for Clinical Investigation, the American Clinical and Climatological Society, and the Friends of the National Institute of Nursing Research. Over the course of his career, Dr. Benz has authored more than 300 articles, books, reviews and abstracts and has received numerous awards. Dr. Benz serves on the board of directors of CoRegen, Inc. and he serves on our Research Advisory Board. Dr. Benz previously served on the board of directors of Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH) from September 2016 to June 2024, F Star Therapeutics, Inc. (formerly Nasdaq: FSTX) from January 2020 to January 2023, and Renovacor (formerly NYSE: RCOR) from July 2019 to September 2022. He serves on the Scientific Advisory Boards of Autoimmunity Biological Solutions, MYKA Labs, Inc. and Kernal Biologics, Inc., all privately held. We believe Dr. Benz’s experience in the field of hematology and blood disorders provides him with the appropriate set of skills to serve as a member of our board of directors. Paul B. Manning has served as a member of Candel’s board of directors since November 2018. Mr. Manning currently serves as the Chief Executive Officer of PBM Capital Group, LLC, or PBM Capital, a private equity investment firm in the business of investing in healthcare and life-science related companies, which he founded in 2010. Mr. Manning is a member of the board of directors of Liquidia Corporation (Nasdaq: LQDA) and Taysha Gene Therapies, Inc. (Nasdaq: TSHA), and he currently serves as Chairman of the board of directors of Verrica Pharmaceuticals Inc. (Nasdaq: VRCA). Mr. Manning received a B.S. in microbiology from the University of Massachusetts. We believe Mr. Manning’s 30 years of managerial and operational experience in the healthcare industry and as an investor in healthcare related companies provides him with the appropriate set of skills to serve as a member of our board of directors. Maha Radhakrishnan, M.D. has served as a member of Candel’s board of directors since June 2025. Since August 2024, Dr. Radhakrishnan has served as Executive Partner at Sofinnova Investments, a biopharmaceutical investment firm. Dr. Radhakrishnan has served as a director of Entrada Therapeutics, Inc. (Nasdaq: TRDA) since June 2025. From March 2024 to May 2025, Dr. Radhakrishnan served as a director of Alto Neuroscience, Inc. (NYSE: ANRO). From January 2020 to March 2024, Dr. Radhakrishnan served as Group Senior Vice President and Chief Medical Officer of Biogen, Inc. (Nasdaq: BIIB), a global biotechnology company. Previously, Dr. Radhakrishnan served as Senior Vice President and Global Head of Medical, Primary Care Business Unit at Sanofi S.A. (Nasdaq: SNY), a global biopharmaceutical company focused on human health, from October 2018 to January 2020. Dr. Radhakrishnan served as the Senior Vice President, Head of Worldwide Medical at Bioverativ Inc. from November 2016 to September 2018. She served as a member of the board of directors of Minovia Therapeutics from January 2023 to April 2025. Dr. Radhakrishnan received an M.D. and a Masters in the Russian language from the People’s Friendship University (Russia). We believe Dr. Radhakrishnan’s technical expertise and leadership experience at various biopharmaceutical companies provides her with the appropriate set of skills to serve as a member of our board of directors. Paul Peter Tak, M.D., Ph.D., FMedSci, has served as President and Chief Executive Officer and as a member of the board of directors of Candel since September 2020. He received his medical degree cum laude from the Free University in Amsterdam and was trained as an internist, rheumatologist and immunologist at Leiden University Medical Center, where he also received his Ph.D. He has been Clinical Associate Professor of Medicine at the University of California San Diego. Next, he served as Professor of Medicine and founding Chair of the Department of Clinical Immunology and Rheumatology at the Academic Medical Centre/University Medical Center Amsterdam. During this time, he founded Arthrogen b.v., a biotech company focused on gene therapy. He has published over 600 papers in peer-reviewed journals and received numerous awards. He has been elected Honorary Senior Visiting Fellow at the University of Cambridge and Fellow of the Academy of Medical Sciences (U.K.). At GSK plc, formerly known as GlaxoSmithKline, or GSK (NYSE: GSK), he served as Senior Vice President, Chief Immunology Officer, and Global Development Leader from 2011 to 2018. In his role as Global Head of a cluster of Therapy Area Units at GSK (Dermatology, ImmunoInflammation, Infectious Disease, and Oncology), he oversaw the creation of a portfolio of new medicines, including belimumab sc (approved in 2017 [Benlysta® sc]), mafodotin (approved in 2020 [Blenrep®]), cabotegravir/rilpivirine (approved in 2021 [Cabenuva®]), and tapinarof (acquired by Dermavant Sciences; approved in 2022 [VTAMAR®]), and gepotidacin (approved in 2025 [Blujepa®]). He was the Chair of the Scientific Review Board, the governing body accountable for the scientific assessment of GSK’s R&D portfolio. He was also the President and CEO of Tempero Pharmaceuticals, which was integrated into GSK in 2015. From 2018 to 2020, Dr. Tak served as venture partner at Flagship Pioneering and also as President and CEO of Kintai Therapeutics (merged with Senda Biosciences). In addition, he has served as board director of Galvani Bioelectronics, ViiV Healthcare Ltd., and Omega Therapeutics. Currently, he is also on the board of Sitryx Therapeutics (co-founder), Levicept, and Citryll (Chair). He is also on the Board of Trustees of the Lorna & Yuti Chernajovsky Biomedical Research Foundation and the Kennedy Trust for Rheumatology Research, and Visiting Professor at the University of Lisbon. He is a 2021 PharmaVOICE100 honoree (100 most inspiring people in life sciences) and was included in the 2023 and 2024 Medicine Maker Power List. We believe Dr. Tak’s scientific expertise, extensive managerial and operational experience in the biotechnology industry, and familiarity with Candel as our Chief Executive Officer provide him with the appropriate set of skills to serve as a member of our board of directors. 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 a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies 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 29, 2026.

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with Candel Therapeutics, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | Renee Gaeta | Director | 2022 | Class I—2028 | 45 | | Gary J. Nabel, M.D., Ph.D. | Director | 2022 | Class I—2028 | 72 | | Joseph C. Papa, R.Ph., M.B.A. | Director | 2022 | Class I—2028 | 70 | | Nicoletta Loggia, Ph.D., R.Ph. | Director | 2023 | Class III—2027 | 58 | | Christopher Martell | Director | 2018 | Class III—2027 | 47 | | Diem Nguyen, Ph.D. | Director | 2021 | Class III—2027 | 54 |

  7. Class I Directors (Term Expires at 2028 Annual Meeting)

    Class I Directors (Term Expires at 2028 Annual Meeting) Renee Gaeta has served as a member of Candel’s board of directors since August 2022. Ms. Gaeta has served as the Chief Financial Officer of Outset Medical, Inc. (Nasdaq: OM) since June 2025. Prior to that, Ms. Gaeta served as the Chief Financial Officer of Shockwave Medical (Nasdaq: SWAV), from February 2024 until June 2024, when it was acquired by Johnson & Johnson (NYSE: JNJ). Prior to that, from July 2021 to February 2024, Ms. Gaeta served as Chief Financial Officer of Eko Devices, Inc., a private company focused on cardiopulmonary digital health solutions. Prior to that, from July 2017 to July 2021, Ms. Gaeta was Chief Financial Officer at Establishment Labs Holdings, Inc., a publicly traded global medical device company focused on aesthetic technologies. From August 2014 to June 2017, Ms. Gaeta was Vice President and Corporate Controller at Sientra, Inc., a publicly traded global medical aesthetics company, where she was a member of the executive team and headed the finance department. From 2004 to 2014, Ms. Gaeta worked at KPMG, LLP, or KPMG. Ms. Gaeta held various positions at KPMG, most recently as an Advisory Director in the Transactions and Restructuring Group. Ms. Gaeta also served as a director of SeaSpine Holdings Corp (Nasdaq: SPNE) from February 2019 until January 2023, when it was acquired by Orthofix Medical Inc. (Nasdaq: OFIX). Ms. Gaeta received her B.S., cum laude, in Accounting from Loyola Marymount University and is a Certified Public Accountant in the State of California. We believe Ms. Gaeta’s extensive experience and expertise in financial operations, particularly in the medical device industry, provide her with the appropriate set of skills to serve as a member of our board of directors. Gary J. Nabel, M.D., Ph.D., has served as a member of Candel’s board of directors since August 2022. Dr. Nabel, a renowned virologist and immunologist, has served as Chief Innovation Officer of OPKO Health, Inc., or OPKO Health (Nasdaq: OPK), and as a member of its board of directors since May 2022. Dr. Nabel also serves as President and Chief Executive Officer of ModeX Therapeutics, Inc., or ModeX, a wholly-owned subsidiary of OPKO Health, since November 2020 when he co-founded ModeX prior to its merger with OPKO Health. Dr. Nabel previously served as Chief Scientific Officer and Senior Vice President of Sanofi, S.A. from 2012 to November 2020, where he directed the breakthrough laboratory that developed tri-specific products now in early clinical development. He was the founding director of the National Institute of Health’s Vaccine Research Center, working on vaccines and broadly neutralizing antibodies against HIV, influenza, SARS, Ebola, Chikungunya and Epstein-Barr virus. He was previously an investigator at the Howard Hughes Medical Institute at the University of Michigan from 1987 to 1999. In recognition of his expertise at the forefront of virology, immunology, gene therapy and molecular biology, Dr. Nabel was elected to the National Academy of Medicine, is a fellow of the American Association of Physicians and the American Academy of Arts Sciences, and was awarded the Geoffrey Beene Builders of Science Award from Research!America. He has served on the board of Siga Technologies, Inc. (Nasdaq: SIGA) since 2021. Dr. Nabel graduated magna cum laude from Harvard College in 1975 and completed his Ph.D. in 1980 and his M.D. two years later, each from Harvard, followed by a post-doctoral fellowship at the Whitehead Institute. We believe Dr. Nabel’s broad experience in leadership roles and expertise in the pharmaceutical and biotechnology industries provide him with the appropriate set of skills to serve as a member of our board of directors. Joseph C. Papa, R.Ph., M.B.A. has served as a member of Candel’s board of directors since August 2022. Mr. Papa serves as the Chief Executive Officer of Emergent BioSolutions (NYSE: EBS), a position he has held since February 2024. Mr. Papa previously served as the interim Chief Executive Officer of Bausch + Lomb Corporation (NYSE: BLCO) from July 2022 to March 2023, and he previously served as chairman of the board of directors and Chief Executive Officer of Bausch + Lomb Corporation from May 2022 to July 2022. Mr. Papa also served as chairman of the board of directors and Chief Executive Officer of Bausch Health Companies Inc. (NYSE: BHC) from May 2016 to May 2022. Mr. Papa has more than 35 years of experience in the pharmaceutical, healthcare and specialty pharmaceutical industries, including 20 years of branded prescription drug experience. He served as the Chief Executive Officer of Perrigo Company plc, or Perrigo, from 2006 to April 2016, where he also served as chairman of the board of directors from 2007 to April 2016. Prior to joining Perrigo, Mr. Papa served from 2004 to 2006 as chairman and Chief Executive Officer of the Pharmaceutical and Technologies Services segment of Cardinal Health, Inc. From 2001 to 2004, he served as President and Chief Operating Officer of Watson Pharmaceuticals, Inc., or Watson. Prior to joining Watson, Mr. Papa held management positions at DuPont Pharmaceuticals, Pharmacia/Searle and Novartis AG. Mr. Papa joined the board of directors of Prometheus Biosciences, Inc. (Nasdaq: RXDX), a publicly traded biopharmaceutical company, in August 2020, and previously served as a director of Smith & Nephew plc (NYSE: SNN), a publicly traded medical device company, from 2008 to April 2018. Mr. Papa holds a B.S. in pharmacy from the University of Connecticut and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management. We believe Mr. Papa’s substantial leadership experience in the pharmaceutical industry provides him with the appropriate set of skills to serve as a member of our board of directors.

  8. Class III Directors (Term Expires at 2027 Annual Meeting)

    Class III Directors (Term Expires at 2027 Annual Meeting) Nicoletta Loggia, Ph.D., R.Ph., has served as a member of Candel’s board of directors since June 2023. Dr. Loggia also serves as chief technical officer of Orchard Therapeutics plc (Nasdaq: ORTX), a position she has held since September 2021. Prior to that, from 2004 to August 2021, Dr. Loggia served in various positions at Novartis AG (NYSE: NVS), most recently as Global Head of Cell and Gene Therapies from April 2020 to August 2021, as Global Head of Technical Development Biologics and Cell Gene Therapies from January 2019 to April 2020, and as Global Head of Technical Development of Novel Biologic Entities and Early Phase Project Management from 2015 until December 2018. Earlier in her career, Dr. Loggia served as a Formulation Senior and Principal Scientist at Pfizer (NYSE: PFE). Dr. Loggia is also an advisory board member of Sarcura GmbH, a position she has held since May 2022. Dr. Loggia received her master’s degree in Chemistry and Pharmaceutical Technologies, and her Ph.D. in Pharmaceutical Technologies, from the University of Pavia. Dr. Loggia also received her accreditation from the Startup Board Member Academy of the École polytechnique fédérale de Lausanne. We believe Dr. Loggia’s experience and expertise in biopharmaceutical manufacturing and technical operations provides her with the appropriate set of skills to serve as a member of our board of directors. Christopher Martell has served as a member of Candel’s board of directors since November 2018. Mr. Martell is the manager of GTAM1 2012 ADV LLC and an investor at Martell Capital. Previously, Mr. Martell was a Partner at PBM Capital in 2018. Prior to joining PBM Capital, Mr. Martell had an 18-year career at J.P. Morgan where he was a managing director in the Healthcare Investment Banking and Mergers and Acquisitions groups. He led the execution of a wide range of transactions including mergers and acquisitions, spin-offs and corporate separations, initial public offerings and equity and debt financings for medical device, life science tool and diagnostic, pharmaceutical and biotechnology companies. Mr. Martell graduated from Yale University with a B.A. in Ethics, Politics and Economics. We believe Mr. Martell’s broad financial and investment banking experience, financial and transactional expertise and acumen in mergers and acquisitions and complex financial transactions provides him with the appropriate set of skills to serve as a member of our board of directors. Diem Nguyen, Ph.D., M.B.A., has served as a member of Candel’s board of directors since July 2021. Dr. Nguyen serves as the Chief Executive Officer of SIGA Technologies, Inc. (Nasdaq: SIGA), a position she has held since January 2024. Prior to that, from October 2020 to January 2024, Dr. Nguyen served as the Chief Executive Officer and member of the board of directors of Xalud Therapeutics, Inc., a private biotechnology company, which is majority-owned by PBM Capital. Previously, Dr. Nguyen was the Executive Vice President of PPD, Inc. a leading global clinical research organization providing drug development services, a position she held from April 2018 to April 2020. Beginning in 2008, Dr. Nguyen held various leadership roles at Pfizer Inc. (NYSE: PFE), last serving as Global President, Americas of Pfizer Essential Health from January 2017 to March 2018. Dr. Nguyen is a director at Verrica Pharmaceuticals Inc. (Nasdaq: VRCA), Vitara Biomedical, Inc. and Children’s Hospital of Philadelphia. She received a B.A. in Chemistry with Specialization in Biochemistry and a Ph.D. in Biochemistry and Molecular Genetics from the University of Virginia, and an M.B.A. in General Management from the University of Virginia’s Darden Graduate School of Business Administration. We believe that Dr. Nguyen’s managerial, commercial and medical experience in the pharmaceutical industry provides her with the appropriate set of skills to serve as a member of our board of directors. 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. PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS CANDEL THERAPEUTICS, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 Candel’s stockholders are being asked to ratify the appointment by the audit committee of the board of directors of KPMG LLP as Candel’s independent registered public accounting firm for the fiscal year ending December 31, 2026. KPMG LLP has served as Candel’s independent registered public accounting firm since 2019. The audit committee is solely responsible for selecting Candel’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder approval is not required to appoint KPMG LLP as Candel’s independent registered public accounting firm. However, the board of directors believes that submitting the appointment of KPMG LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain KPMG LLP. If the selection of KPMG LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Candel and its stockholders. A representative of KPMG LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders. Candel incurred the following fees from KPMG LLP for the audit of the financial statements provided during the years ended December 31, 2025 and 2024.

  9. Class III Directors (Term Expires at 2027 Annual Meeting)

    | | 2025 | 2024 | | Audit fees (1) | $869,500 | $714,000 | | Audit-Related Fees | $— | $— | | Tax Fees | $— | $— | | All other fees | $— | $— | | Total fees | $869,500 | $714,000 |

  10. Class III Directors (Term Expires at 2027 Annual Meeting)

    (1) Audit fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included in quarterly reports, services rendered in connection with SEC registration statements, costs associated with securities offerings and services that are normally provided by KPMG LLP, such as comfort letters, in connection with statutory and regulatory filings or engagements. During our 2025 and 2024 fiscal years, no services other than those described above were provided by KPMG LLP.

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025. Dr. Tak, our President and Chief Executive Officer, did not receive any additional compensation for his service as a member of our board of directors. Dr. Tak’s compensation for service as an employee for the year ended December 31, 2025 is presented in “Executive Compensation-Summary Compensation Table.” We reimburse non-employee members of our board of directors for reasonable travel and out-of-pocket expenses incurred in connection with attending board of directors and committee meetings.

  12. 2025 Director Compensation Table

    2025 Director Compensation Table

  13. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2) | Total ($) | | Paul B. Manning | 70,000 | — | 60,546 | 130,546 | | Edward J. Benz, Jr., M.D. | 43,000 | — | 60,546 | 103,546 | | Renee Gaeta | 42,500 | — | 60,546 | 103,046 | | Nicoletta Loggia, Ph.D., R.Ph. | 46,473 | — | 60,546 | 107,019 | | Christopher Martell | 54,000 | — | 60,546 | 114,546 | | Gary J. Nabel, M.D., Ph.D. | 39,000 | — | 60,546 | 99,546 | | Diem Nguyen, Ph.D. M.B.A. | 43,764 | — | 60,546 | 104,310 | | Joseph C. Papa, R.Ph., M.B.A. | 41,264 | — | 60,546 | 101,810 | | Maha Radhakrishnan, M.D. | 20,096 | — | 138,250 | 158,346 |

  14. 2025 Director Compensation Table

    (1) Represents stock options granted in 2025. In accordance with SEC rules, these columns reflect the aggregate grant date fair value of the option awards granted during 2025 computed in accordance with Financial Accounting Standard Board ASC Topic 718 for stock-based compensation transactions. See Note 11 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards. (2) The following table provides information regarding the number of shares of common stock underlying stock options held by our non-employee directors that were outstanding as of December 31, 2025:

  15. 2025 Director Compensation Table

    | Name | Number of Unexercised Stock Options Outstanding as of December 31, 2025 (#) | | Paul B. Manning | 56,960 | | Edward J. Benz, Jr., M.D. | 126,124 | | Renee Gaeta | 71,200 | | Nicoletta Loggia, Ph.D., R.Ph. | 56,960 | | Christopher Martell | 89,508 | | Gary J. Nabel, M.D., Ph.D. | 71,200 | | Diem Nguyen, Ph.D. M.B.A. | 85,440 | | Joseph C. Papa, R.Ph., M.B.A. | 71,200 | | Maha Radhakrishnan, M.D. | 28,480 |

  16. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy, which was most recently amended and restated on December 24, 2025, that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. The fees paid to independent non-employee directors for service on our board of directors and for service on each committee of our board of directors on which the director is a member are set forth below:

  17. Non-Employee Director Compensation Policy

    | | Annual Retainer (January-December 23, 2025) | Annual Retainer (Effective December 24, 2025) | | Board of Directors: | | | | All non-employee members | $35,000 | $40,000 | | Additional compensation for service as non-executive chair of the board of directors | $30,000 | $30,000 | | Audit Committee: | | | | Chair | $15,000 | $18,000 | | Members | $7,500 | $9,000 | | Compensation Committee: | | | | Chair | $10,000 | $12,000 | | Members | $5,000 | $6,000 | | Nominating and Corporate Governance Committee: | | | | Chair | $8,000 | $10,000 | | Members | $4,000 | $5,000 |

  18. Non-Employee Director Compensation Policy

    When amending and restating our non-employee director compensation policy on December 24, 2025, we added a provision to permit directors to elect to receive a stock option in lieu of their annual cash retainer. Each stock option granted in lieu of cash retainers will be granted quarterly in arrears on the same date cash retainers are paid for such quarter, subject to the director’s continued service relationship on such grant date, with a Black-Scholes value equal to the amount of cash retainers earned for such quarter. Such stock options will be fully vested at the time of grant. In addition, each non-employee director elected or appointed to our board of directors will be granted an initial one-time non-qualified stock option to purchase 28,480 shares of our common stock, based on the current fair market value of our common stock, which shall vest in equal monthly installments over three years from the date of grant, subject to continued service through such vesting date(s). In addition, at the end of each year, each non-employee director, other than a director receiving an initial equity award, will be granted a non-qualified stock option to purchase 14,240 shares of our common stock, based on the then fair market value of our common stock, which will vest and become fully exercisable upon the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to such director’s continued service as a director through such vesting date(s).

  19. Executive Compensation Overview

    Executive Compensation 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. This section provides an overview of the compensation awarded to and earned by each individual who served as our principal executive officer at any time during the year ended December 31, 2025 and to our next two most highly compensated executive officers in respect of their service to our Company for our year ended December 31, 2025. We refer to these individuals as our named executive officers. Our named executive officers are: • Paul Peter Tak, M.D., Ph.D., FMedSci, our President and Chief Executive Officer; • Francesca Barone, M.D., Ph.D., our Chief Scientific Officer; and • Charles Schoch, our Chief Financial Officer. Our executive compensation program is based on a pay-for-performance philosophy. Compensation for our executive officers is composed primarily of the following main components: base salary, bonus and equity incentives in the form of stock options and restricted stock units, or RSUs. Our executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans. As we complete our transition from a private company to a publicly traded company, we intend to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require. At a minimum, we expect to review executive compensation annually with input from a compensation consultant. As part of this review process, we expect the board of directors and the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee.

  20. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to and earned by our named executive officers for services rendered to us in all capacities during our years ended December 31, 2025 and, if applicable, 2024.

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Plan Compensation ($)(2) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Paul Peter Tak, M.D., Ph.D., FMedSci, Chief Executive Officer | 2025 | 743,592 | — | — | 3,916,028 | 396,653 | — | 288,289 | 5,344,561 | | | 2024 | 688,940 | — | — | — | 498,061 | — | 262,221 | 1,449,222 | | Francesca Barone, M.D., Ph.D. Chief Scientific Officer | 2025 | 483,312 | — | — | 857,797 | 206,427 | — | 14,000 | 1,561,536 | | | 2024 | 443,303 | — | — | — | 269,119 | — | 13,800 | 726,222 | | Charles Schoch Chief Financial Officer | 2025 | 398,500 | — | — | 826,465 | 232,320 | — | 13,532 | 1,470,817 |

  22. Summary Compensation Table

    (1) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of share-based compensation awarded during the indicated year computed in accordance with the provisions of Financial Accounting Standards Board ASC Topic 718. See Note 11 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards. The amounts reported reflect annual bonuses earned based upon the achievement of Company and individual performance metrics. Amounts reflected are paid in the year subsequent to the performance year. In addition, the amounts reported in 2024 include an additional $134,000 and $80,560 for Dr. Tak and Dr. Barone, respectively, which was payable in connection with the successful completion of our offering in December 2024. Other compensation consists of the following: (1) 401(k) employer match and (2) for Dr. Tak only, $274,289 and $248,421 of housing and travel benefits for 2025 and 2024, respectively.

  23. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information concerning outstanding equity awards held by our named executive officers as of December 31, 2025.

  24. Outstanding Equity Awards

    | | | | Option Awards (1) | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | | Paul Peter Tak | 10/10/2020 | 1,763,968 | — | 1.55 | 10/10/2030 | | | 2/28/2022 | 103,125 | 6,875(2) | 4.12 | 2/28/2032 | | | 4/28/2023 | 40,000 | 20,000(3) | 1.29 | 4/28/2033 | | | 4/28/2023 | 60,000 | — | 1.29 | 4/28/2033 | | | 4/28/2023 | 60,000 | — | 1.29 | 4/28/2033 | | | 2/12/2025 | 109,375 | 415,625(4) | 8.55 | 2/12/2035 | | Francesca Barone | 12/30/2020 | 30,822 | — | 1.55 | 12/30/2030 | | | 2/3/2022 | 38,333 | 1,667(5) | 4.06 | 2/2/2032 | | | 2/28/2022 | 34,375 | 2,292(2) | 4.12 | 2/28/2032 | | | 4/28/2023 | 60,000 | 30,000(3) | 1.29 | 4/28/2033 | | | 2/12/2025 | 23,958 | 91,042(4) | 8.55 | 2/12/2035 | | Charles Schoch | 11/30/2021 | 25,000 | — | 10.36 | 11/30/2031 | | | 4/28/2023 | 26,332 | 13,166(3) | 1.29 | 4/28/2033 | | | 2/12/2025 | 17,291 | 65,709(4) | 8.55 | 2/12/2035 | | | 6/20/2025 | — | 50,000(6) | 4.75 | 6/20/2035 |

  25. Outstanding Equity Awards

    (1) Except as otherwise noted, each of the outstanding option and restricted stock unit, or RSU, awards in the table above was granted pursuant to our 2021 Stock Option and Grant Plan. (2) Represents a stock option granted on February 28, 2022. The shares underlying this option vest and become exercisable in forty-eight (48) equal monthly installments following February 28, 2022, subject to the named executive officer’s continued service on each such vesting date. (3) Represents a stock option granted on April 28, 2023. The shares underlying this option vest and become exercisable in forty-eight (48) equal monthly installments following April 28, 2023, subject to the named executive officer’s continued service on each such vesting date. (4) Represents a stock option granted on February 12, 2025. The shares underlying this option vest and become exercisable in forty-eight (48) equal monthly installments following February 12, 2025, subject to the named executive officer’s continued service on each such vesting date. (5) Represents a stock option granted on February 3, 2022. The shares underlying this option shall vest and become exercisable in forty-eight equal monthly installments over four years following February 3, 2022, subject to Dr. Barone’s continued service on each such vesting date. (6) Represents a stock option granted on June 20, 2025. 25% of the shares underlying this option shall vest and become exercisable on the first anniversary of June 20, 2025, and the remaining shares will vest in thirty-six (36) equal monthly installments following June 20, 2026, subject to Mr. Schoch's continued employment with the Company on each such vesting date.