DEF 14A of Aardvark Therapeutics, Inc., Jul 10, 2026

DEF 14A of Aardvark Therapeutics, Inc.

Filed Jul 10, 2026 · FY20250001193125-26-300874

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of one‑third of the total number of directors, and each class has a staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified. The Board currently consists of five seated directors, divided into the following three classes: • Class I directors: Victor Tong, Jr. and Jeffrey Chi, Ph.D., whose terms will expire at the Annual Meeting; • Class II directors: Susan E. Graf, whose term will expire at the annual meeting of stockholders to be held in 2027; and • Class III directors: Tien-Li Lee, M.D. and Roy D. Baynes, M.D., Ph.D., whose terms will expire at the annual meeting of stockholders to be held in 2028. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Mr. Tong and Dr. Chi have been nominated to serve as Class I directors and have agreed to stand for reelection. If elected, each of Mr. Tong and Dr. Chi will hold office from the date of his election by the stockholders until the third subsequent annual meeting of stockholders in 2029 or until his successor is elected and has been qualified, or until his earlier death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Mr. Tong and Dr. Chi have each agreed to serve if elected, and management has no reason to believe that either Mr. Tong or Dr. Chi will be unable to serve. Directors are elected by a plurality of the votes cast at the Annual Meeting. The following table sets forth, for the Class I nominees who are currently standing for election, and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of July 10, 2026 and position/office held within the Company:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position/Office Held With the Company | Director Since | | Tien-Li Lee, M.D. | 51 | Chief Executive Officer and Director | 2017 | | Jeffrey Chi, Ph.D.(1)(2)(3) | 58 | Lead Independent Director | 2019 | | Roy D. Baynes, M.D., Ph.D.(1)(2) | 71 | Director | 2024 | | Susan E. Graf(2)(3) | 53 | Director | 2024 | | Victor Tong, Jr.(1)(3) | 42 | Director | 2024 |

  3. ELECTION OF DIRECTORS

    Member of the Nominating and Corporate Governance Committee. (2) Member of the Compensation Committee. (3) Member of the Audit Committee. Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

  4. Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders Victor Tong, Jr. has served as a member of our Board since May 2024. Mr. Tong is a Managing Director at Decheng Capital (“Decheng”), an investment firm, where he has worked since its inception in 2012 and focuses on investments in biotechnology and medical technology companies in China and the United States. Before joining Decheng, Mr. Tong was a Principal at Bay City Capital, a life sciences investment firm, and a member of the healthcare investment banking division at Morgan Stanley. Mr. Tong has served as a member of the board of directors of CG Oncology, Inc. (Nasdaq: CGON) since July 2023. He also serves on the board of directors of multiple privately held biotechnology and biopharmaceutical companies including Baylor Genetics, Cellares Corp., Harton Therapeutics, Hummingbird Bioscience, LevitasBio, Take2, and Watchmaker Genomics. Mr. Tong received his B.A. in Molecular and Cell Biology and his B.S. in Business Administration from the University of California, Berkeley. We believe Mr. Tong is qualified to serve as our director because of his investment and board experience in the biopharmaceutical industry. Jeffrey Chi, Ph.D. has served as a member of our Board since May 2019 and has served as our Lead Independent Director since December 2024. Dr. Chi is a veteran in the venture capital industry and a strong advocate for the promotion of venture capital, entrepreneurship & socially responsible investing. Dr. Chi has served as the Chairman of the board of directors of Vickers Vantage Corp. I and its Chief Executive Officer from February 2020 to November 2022. Dr. Chi co-founded Vickers Ventures Partners (“Vickers Ventures”) in 2005, and served as its Vice Chairman and a member of its board of directors and Investment Committee until he transitioned into a senior consultant role in 2025. From 2013 to April 2017, Dr. Chi also served as the Chairman of the Singapore Venture Capital and Private Equity Association. From 2001 to 2005, Dr. Chi initially served as a Senior Consultant with the Monitor Group and later served as Executive Director with Pegasus Capital. Dr. Chi also sits on an advisory panel of the Monetary Authority of Singapore and previously sat on the board of SEEDS Capital (the investment arm of Enterprise Singapore) as well as on the advisory panels ETPL (the commercialization arm of A*Star) and the National University of Singapore Department of Industrial Systems Engineering and Management. Based out of Shanghai, Dr. Chi previously led Vickers Ventures’ investments in Asia and has investments in artificial intelligence, education, healthcare/wellness and financial services (including fintech) technology companies. Prior to managing venture capital funds, Dr. Chi managed advisory engagements for a wide range of clients in both the public and private sectors. Dr. Chi’s operational background includes working on the management team of an engineering and construction group where he oversaw operations in Singapore, Malaysia, Taiwan and Indonesia. Dr. Chi also serves as a member of the board of directors of Vivance Pte Ltd (a renal care company), Jing-jin Electric Technologies Co., Ltd. (SH: 668280) and MatchMove Pay Pte. Ltd. Dr. Chi received his Ph.D. from the Massachusetts Institute of Technology in systems engineering, his M.A. from the University of Cambridge in engineering, his S.M. from the Massachusetts Institute of Technology in engineering and his B.A. from the University of Cambridge in engineering. He is also a C.F.A. charterholder and is fluent in English and Mandarin. We believe Dr. Chi is qualified to serve on our Board because of his experience, relationships and contacts, combined with his experience serving on the boards of directors of successful, high-growth public and private companies.

  5. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Tien-Li Lee, M.D. is our founder and has served as our Chief Executive Officer since March 2017. Dr. Lee has over 20 years of experience as a biotechnology innovator and executive who has been integrally involved with the founding or advancement of several biopharmaceutical companies. Prior to founding our company, Dr. Lee joined NantKwest, Inc. (Nasdaq: NK), a publicly-traded immunotherapy company, in 2013 and served as its Chief Strategy Officer until March 2017. Prior to this, Dr. Lee served as the Director of Business Development at Simcere Pharmaceutical Group from 2011 to 2013 and as the co-founder and Vice President of Business Development of Onkor Pharma, Inc. from 2007 to 2011. His experience includes therapeutics for immunology, cardiovascular, oncology, neurology and infectious disease indications. Dr. Lee served as a director of Scilex Holding Company from March 2019 to August 2023. Dr. Lee is also an inventor or co-inventor of multiple biomedical and biotechnology innovations, licensed or assigned to several companies for development including NantKwest, Inc., Simcere Pharmaceutical Group, Cellics Therapeutics, Inc. and our company. Dr. Lee received his M.D. from the University of California, San Diego and his B.A. from the University of California, Berkeley in Molecular Biology where he was also a Regents and Alumni Scholar. Dr. Lee received post-graduate training in Internal Medicine at University of California Los Angeles and Physical Medicine and Rehabilitation at University of California Irvine. We believe Dr. Lee’s position as our Chief Executive Officer and founder of our company as well as his experience in management roles at life sciences companies and extensive academic and professional background in the field of biotechnology provide him with the qualifications and skills to serve on our Board. Roy D. Baynes, M.D., Ph.D. has served as a member of our Board since December 2024. Since July 2022, Dr. Baynes has served as Executive Vice President and Chief Medical Officer of Eikon Therapeutics, Inc. (Nasdaq: EIKN), a biotechnology company. Prior to Eikon Therapeutics, Inc., until April 2022, he served as Senior Vice President and Head of Global Clinical Development at Merck Research Laboratories, the research division of Merck and Co., Inc., commencing in December 2013, and as Chief Medical Officer of Merck and Co., Inc., a global healthcare company, commencing in July 2016. Prior to his roles at Merck and Co., Inc., Dr. Baynes served as Senior Vice President of Oncology, Inflammation and Respiratory Therapeutics at Gilead Sciences, Inc., a biopharmaceutical company, from January 2012 to December 2013. Prior to Gilead Sciences, Inc., Dr. Baynes held positions of increasing responsibility at Amgen Inc., a biotechnology company, including Vice President of Global Clinical Development and Therapeutic Area Head for Hematology/Oncology. Before joining Amgen Inc., Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center, at Wayne State University. Dr. Baynes has authored more than 150 publications and is a member or fellow of several international medical societies. Dr. Baynes has served on the Boards of Directors of Natera, Inc. (Nasdaq: NTRA), a genetic testing and diagnostics company, since July 2018; Travere Therapeutics Inc. (formerly known as Retrophin, Inc.) (Nasdaq: TVTX), a biopharmaceutical company, since July 2016; CatalYm GmbH, a privately-held Germany-based biotechnology company, since January 2024; Nurix Therapeutics, Inc. (Nasdaq: NRIX), a biopharmaceutical company, since March 2025; and Adcendo ApS, a privately-held Danish-based antibody drug conjugate company, since February 2025. Previously, from September 2018 to December 2022, he served on the board of directors of Atara Biotherapeutics, Inc., a T-cell immunotherapy company. Dr. Baynes received his medical degree and doctorate in philosophy from the University of the Witwatersrand in South Africa, and completed his medical training in the Department of Hematology and Oncology at Johannesburg Hospital. We believe Dr. Baynes is qualified to serve on our Board because of his extensive experience in the life sciences and biopharmaceutical industry and his medical and drug development expertise.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  7. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Effective upon the completion of our IPO, our non-employee directors are compensated in accordance with our non-employee director compensation program (the “Director Compensation Program”). Pursuant to the Director Compensation Program, our non-employee directors receive cash compensation, paid quarterly in arrears, as follows: • each non-employee director receives a cash retainer in the amount of $40,000 per year; • the independent Chairperson of our Board or Lead Independent Director, as applicable, receives an additional cash retainer of $30,000 per year; • the Chairperson of the Audit Committee receives a cash retainer in the amount of $20,000 per year for such Chairperson’s service on the Audit Committee; • each non-Chairperson member of the Audit Committee receives a cash retainer in the amount of $10,000 per year for such member’s service on the Audit Committee; • the Chairperson of the Compensation Committee receives a cash retainer in the amount of $12,000 per year for such Chairperson’s service on the Compensation Committee; • each non-Chairperson member of the Compensation Committee receives a cash retainer in the amount of $6,000 per year for such member’s service on the Compensation Committee; • the Chairperson of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $10,000 per year for such Chairperson’s service on the Nominating and Corporate Governance Committee; and • each non-Chairperson member of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee. Each non-employee director may elect, on an annual basis, to convert all or a portion of such non-employee director’s annual retainer into a number of restricted stock units granted under the 2025 Plan, which will be fully vested on the date of grant, and settlement of the restricted stock units may be deferred at the election of the non-employee director. Pursuant to the Director Compensation Program, each non-employee director who is initially elected or appointed to our Board following the completion of our IPO was automatically granted an option (“Initial Grant”) under the 2025 Plan to purchase that number of shares of our common stock equal to (i) $500,000, divided by (ii) the per share grant date fair value of the option award. Each Initial Grant vests as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. In addition, on the date of each annual meeting of our stockholders following the completion of our IPO, each non-employee director, other than a non-employee director receiving an Initial Grant at such annual meeting, who continues to serve as a non-employee director immediately following such annual meeting will automatically be granted an option (“Full Annual Grant”) under the 2025 Plan to purchase that number of shares of our common stock equal to (i) $250,000, divided by (ii) the per share grant date fair value of the option award. Notwithstanding the foregoing, if a non-employee director is first elected or appointed to our Board on a date other than the date of an annual meeting, then, at the next annual meeting following such non-employee director’s election or appointment, in lieu of a Full Annual Grant, such non-employee director will be granted a pro-rata portion of such Full Annual Grant based on the number of full months between such non-employee director’s initial election or appointment to our Board and the date of the first annual meeting immediately following such initial election or appointment to our Board (“Partial Annual Grant”). Each Full Annual Grant and each Partial Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the annual meeting of our stockholders following the date of grant, subject to continued service through the applicable vesting date. In addition, upon a Change in Control (as defined in the 2025 Plan), all outstanding equity awards granted under the 2025 Plan (or any other equity incentive plan maintained by us) that are held by a non-employee director will become fully vested and/or exercisable irrespective of any other provisions of such non-employee director’s award agreements. The Director Compensation Program also provides that we reimburse each non-employee director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such non-employee director in the performance of such non-employee director’s duties to us in accordance with our applicable expense reimbursement policies and procedures in effect from time to time. The following table sets forth information for the year ended December 31, 2025 regarding the compensation awarded to, earned by or paid to persons who served as our directors during 2025 who are not named executive officers.

  8. Non-Employee Director Compensation Policy

    | | Fees Earned or Paid in Cash | Option Awards | All Other Compensation | | | Name(1) | ($) | ($)(2) | ($) | Total ($) | | Jeffrey Chi, Ph.D. | 72,750 | 536,120 | — | 608,870 | | Roy D. Baynes, M.D., Ph.D. | 48,374 | 277,568 | — | 325,942 | | Susan E. Graf | 61,562 | 277,568 | — | 339,130 | | Victor Tong, Jr. | 52,753 | 536,120 | — | 588,873 |

  9. Non-Employee Director Compensation Policy

    As of December 31, 2025, our then-serving non-employee directors held unexercised stock options with respect to the following number of shares of our common stock: Dr. Chi: 61,017 shares, Dr. Baynes: 60,010 shares, Ms. Graf: 60,010 shares and Mr. Tong: 61,017 shares. The amounts reported in the “Option Awards” column represent the aggregate grant date fair value of the stock options awarded to our directors during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 7 to our audited consolidated financial statements included in the Form 10-K. The amounts reported in this column reflect the accounting cost for the stock options and do not reflect the actual economic value that will be realized by the individual upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such awards.

  10. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the compensation for services rendered in all capacities that was awarded to, earned by or paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024.

  11. Summary Compensation Table

    | Name and principal | | Salary | Bonus | Option Awards | Non- Equity Incentive Plan Compensation | All Other Compensation | Total | | position | Year | ($) | ($) | ($)(1) | ($)(2) | ($) | ($) | | Tien-Li Lee, M.D. | 2025 | 630,788 | — | 5,093,026 | 342,870 | — | 6,066,684 | | Chief Executive Officer | 2024 | 422,989 | 111,000 | 203,223 | 167,976 | 1,134 | 906,322 | | Nelson Sun(3) | 2025 | 432,654 | — | 1,944,646 | 170,646 | — | 2,547,946 | | Chief Financial Officer and Chief Operating Officer | | | | | | | | | Manasi Jaiman, M.D., M.P.H.(4) | 2025 | 495,962 | — | 1,177,014 | 197,077 | — | 1,870,053 | | Chief Medical Officer | 2024 | 150,577 | — | 609,668 | 52,212 | — | 812,457 |

  12. Summary Compensation Table

    The amounts reported in the “Option Awards” column represent the aggregate grant date fair value of the stock options awarded to our named executive officers during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 7 to our audited consolidated financial statements included in the Form 10-K. The amounts reported in this column reflect the accounting cost for the stock options and do not reflect the actual economic value that will be realized by the individual upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such awards. See the subsection titled “—Narrative Disclosure to Summary Compensation Table—Equity-Based Incentive Awards” below for additional detail. The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent annual performance-based cash bonuses (see the subsection titled “—Narrative Disclosure to Summary Compensation Table—Annual Bonuses” below for additional detail). (3) In accordance with SEC guidance, compensation information for Mr. Sun for fiscal year 2024 has not been included in this table because Mr. Sun was not a named executive officer for fiscal year 2024. (4) Dr. Jaiman was appointed and joined our company as our Chief Medical Officer in September 2024.

  13. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As of December 31, 2025, other than the Severance Plan (described below), we did not have any arrangements or agreements with any of our named executive officers that provide for payments to any of our named executive officers upon termination or change in control. The Severance Plan superseded the severance provisions included in the Jaiman Offer Letter.

  14. Outstanding Equity Awards at Fiscal Year-End 2025

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

  15. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | | Option Awards(1) | | | | | | Grant | Vesting Commencement | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration | | Name | Date | Date | (#) | (#) | ($) | Date | | Tien-Li Lee, M.D. | 7/21/2024(1) | 6/27/2024 | 3,688 | 36,878 | $4.24 | 7/20/2034 | | | 6/11/2025(2) | 6/11/2025 | — | 549,534 | $11.29 | 6/10/2035 | | Nelson Sun | 7/21/2024(1) | 6/27/2024 | 7,170 | 16,549 | $4.24 | 7/20/2034 | | | 6/11/2025(2) | 6/11/2025 | — | 209,826 | $11.29 | 6/10/2035 | | Manasi Jaiman, M.D., M.P.H. | 9/1/2024(2) | 9/1/2024 | 55,316 | 121,696 | $4.24 | 8/31/2034 | | | 6/11/2025(2) | 6/11/2025 | — | 126,999 | $11.29 | 6/10/2035 |

  16. Outstanding Equity Awards at Fiscal Year-End 2025

    (1) 1/48th of the shares subject to the options vested on the date that is one month following the vesting commencement date and an additional 1/48th of the shares subject to the options shall vest on the same date of each month thereafter, subject to the named executive officer’s continued service to us through each vesting date. 25% of the shares subject to the option vested or vest one year after the vesting commencement date, and 1/48th of the shares subject to the option vested or vest monthly thereafter subject to the executive’s continued service to us through each vesting date.