DEF 14A of Oruka Therapeutics, Inc., Apr 18, 2025

DEF 14A of Oruka Therapeutics, Inc.

Filed Apr 18, 2025 · FY20240001213900-25-033316

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation and Bylaws, the Board has fixed the number of directors constituting the Board at six. At the Annual Meeting, the stockholders will vote to elect the two Class I director nominees named in this Proxy Statement to serve until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified and until their earlier resignation or removal. Our Board has nominated Carl Dambkowski and Peter Harwin for election to our Board. Dr. Dambkowski and Mr. Harwin were each appointed to the Board in August 2024 in accordance with the Merger Agreement. Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.

  2. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors, who are up for election at this meeting for a term expiring at the 2028 Annual Meeting of Stockholders; two Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below:

  3. Information Regarding Director Nominees and Continuing Directors

    | NAME | CLASS | AGE* | POSITION HELD WITH ORUKA | | Carl Dambkowski(1) | I | 40 | Director | | Peter Harwin(2)(3) | I | 39 | Director | | Lawrence Klein | II | 42 | President, Chief Executive Officer and Director | | Cameron Turtle(1)(2) | II | 35 | Director | | Kristine Ball(1)(3) | III | 53 | Director | | Samarth Kulkarni(2)(3) | III | 46 | Director and Chair |

  4. Information Regarding Director Nominees and Continuing Directors

    ____________ (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating Committee. * As of April 18, 2025

  5. Class I Director Nominees

    Class I Director Nominees Carl Dambkowski, M.D. Dr. Dambkowski has served as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka from February 2024 through the Merger Closing. Dr. Dambkowski has served as the Chief Medical Officer of Apogee Therapeutics, Inc. (Nasdaq: APGE), a biotechnology company, since September 2022. Prior to joining Apogee, Dr. Dambkowski served as a strategic and clinical leader for a variety of companies, including as Chief Medical Officer of QED Therapeutics, Inc., a private biotechnology company, from July 2021 to September 2022; Chief Strategy Officer and EVP of Operations of Origin Biosciences, Inc., a private bioecology company, from March 2018 to June 2021; and Chief Medical Officer of Navire Pharma, Inc., a private biotechnology company, from January 2020 to September 2022, where he served as the clinical lead starting prior to IND for BBP-398 through the out licensing of the compound to Bristol-Myers Squibb based on initial clinical data and for low-dose infigratinib in achondroplasia through initial proof-of-concept data. He was part of the core team that brought TRUSELTIQ® (infigratinib) and NULIBRY® (fosdenopterin) through regulatory review and FDA approval at QED Therapeutics and Origin Biosciences, respectively. From July 2016 to March 2018, Dr. Dambkowski was an associate at McKinsey & Company, a global management consulting firm, where he advised biotech and pharmaceutical companies across the world on a range of research and development activities. Dr. Dambkowski co-founded Novonate, Inc., a private medical device company focused on building life-saving devices for neonates, in January 2015. Dr. Dambkowski has coauthored numerous peer-reviewed publications and scientific abstracts and is a named inventor on multiple published and granted patents. Dr. Dambkowski was trained as a physician at Stanford University, where he also received his M.D. with a concentration in bioengineering. He also received a B.A. (with honors) from Stanford University and an M.A. from Columbia University. We believe Dr. Dambkowski is qualified to serve as a member of the Board because of his significant experience and innovations in the biotechnology industry and his academic expertise and accomplishments. Peter Harwin. Mr. Harwin has served as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka from February 2024 through the Merger Closing. Mr. Harwin is a Managing Member at Fairmount Funds Management, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount Funds Management, Mr. Harwin was a member of the investment team at Boxer Capital, LLC, an investment fund that was part of the Tavistock Group, based in San Diego. Mr. Harwin also serves as chairman of the board of directors of Cogent Biosciences, Inc. (Nasdaq: COGT) and is a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), Spyre Therapeutics, Inc. (Nasdaq: SYRE), Crescent Biopharma, Inc., and Paragon. Mr. Harwin served as a member of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) from October 2020 to March 2025. Mr. Harwin received a B.B.A. from Emory University. We believe Mr. Harwin is qualified to serve as a member of the Board because of his experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences.

  6. Class II Directors Continuing in Office

    Class II Directors Continuing in Office Lawrence Klein, Ph.D. Dr. Klein has served as Chief Executive Officer and as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka from February 2024 through the Merger Closing. Prior to joining Pre-Merger Oruka, Dr. Klein was a Partner at Versant Venture Management, LLC, a healthcare and biotechnology venture capital firm, from January 2023 to February 2024, where he invested in and helped to grow early-stage biotechnology companies. Prior to Versant, Dr. Klein served in various positions at CRISPR Therapeutics AG (Nasdaq: CRSP), a biopharmaceutical company, including Chief Operating Officer from January 2020 to October 2022, Chief Business Officer from January 2019 to January 2020, Senior Vice President, Business Development and Strategy from November 2017 to December 2018 and as Vice President, Strategy from February 2016 to November 2017, where he helped to initiate and execute on several transformative partnerships, establish the strategic direction of the company, oversee important pipeline programs and led several functions, including program and portfolio management. Before joining CRISPR, Dr. Klein was an Associate Partner at McKinsey & Company, a global management consulting firm, from October 2014 to February 2016. Dr. Klein served as a member of the board of directors of Dyne Therapeutics, Inc. (Nasdaq: DYN) from September 2019 to May 2023 and of Jasper Therapeutics, Inc. (Nasdaq: JSPR) from September 2021 to June 2023. Dr. Klein received his B.S. in biochemistry and physics from the University of Wisconsin-Madison and his Ph.D. in biophysics from Stanford University. We believe Dr. Klein is qualified to serve as a member of the Board because of his business development, operational and senior management experience in the biotechnology industry and his academic expertise and accomplishments. Cameron Turtle, D.Phil. Dr. Turtle has served as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka from February 2024 through the Merger Closing. Dr. Turtle has served as Chief Executive Officer and a member of the board of directors of Spyre Therapeutics, Inc. (formerly Aeglea BioTherapeutics, Inc.) (Nasdaq: SYRE), a biotechnology company, since November 2023 and, before that, as Chief Operating Officer from June 2023 to November 2023. Prior to joining Spyre, Dr. Turtle was an advisor to Spyre Therapeutics, Inc., a private biotechnology company, from May 2023 to June 2023. Previously, he served as Venture Partner at Foresite Labs, a life sciences investment firm, from July 2022 to May 2023; Chief Strategy Officer of BridgeBio Pharma (Nasdaq: BBIO), a biotechnology company, from January 2021 to April 2022; and Chief Business Officer of Eidos Therapeutics (Nasdaq: EIDX), a biopharmaceutical company, from November 2018 to January 2021, where he led business development, investor relations, and multiple operational functions as the company advanced an investigational medicine for a form of heart failure. Prior to joining BridgeBio and Eidos, he was a consultant at McKinsey & Company, a global management consulting firm, where he worked with pharmaceutical and medical device companies on topics including M&A, growth strategy, clinical trial strategy, and sales force optimization. Dr. Turtle received his B.S. with honors in Bioengineering from the University of Washington and his D.Phil. in Cardiovascular Medicine from the University of Oxford, St. John’s College. He is the recipient of several awards, including a Rhodes Scholarship, Goldwater Scholarship, Forbes 30 Under 30, San Francisco Business Times 40 Under 40, and the Biocom Life Sciences Catalyst Award. We believe Dr. Turtle is qualified to serve as a member of the Board because of his experience as a leader in building, financing, and shaping biopharmaceutical organizations from preclinical development to late-stage clinical trials and commercialization.

  7. Class III Directors Continuing in Office

    Class III Directors Continuing in Office Kristine Ball. Ms. Ball has served as a member of the board of directors of the Company since the Merger Closing and of Pre-Merger Oruka since May 2024 through the Merger Closing. Ms. Ball has served as President and Chief Executive Officer of Antiva Biosciences, Inc., a private biopharmaceutical company, since April 2023. Prior to Antiva, Ms. Ball served as Chief Executive Officer of Soteria Biotherapeutics, Inc., a private biotechnology company, from September 2020 to August 2022. Prior to joining Soteria, Ms. Ball served as Senior Vice President, Corporate Strategy and Chief Financial Officer of Menlo Therapeutics, Inc., a Nasdaq-listed biopharmaceutical company, which later became VYNE Therapeutics Inc. (Nasdaq: VYNE), from September 2017 to March 2020, where she was responsible for leading all non-R&D functions, including strategic planning, corporate development, commercial, human resources, legal, finance and information technology. Prior to joining Menlo, Ms. Ball served as Chief Financial Officer and Senior Vice President of Relypsa, Inc., a Nasdaq-listed pharmaceutical company, which was later acquired by Galenica Group, from November 2012 to October 2016. Prior to Relypsa, Ms. Ball held various other finance roles in the life sciences industry, including Senior Vice President of Finance & Administration and Chief Financial Officer of KAI Pharmaceuticals, Inc., a biopharmaceutical company, and Vice President of Finance at Exelixis, Inc. (Nasdaq: EXEL), a biotechnology company. Prior to that, Ms. Ball served as a senior manager in the life sciences audit practice of Ernst & Young LLP. Ms. Ball has previously served on the boards of directors of Atreca, Inc. (Nasdaq: BCEL), a biopharmaceutical company, from 2020 to 2024, Soteria from 2020 to 2022 and Forty Seven, Inc. (Nasdaq: FTSV), a Nasdaq-listed biotechnology company, which was acquired by Gilead Sciences, Inc., from 2018 to 2020. Ms. Ball received a B.S. from Babson College. We believe Ms. Ball is qualified to serve as a member of the Board because of her experience as an executive officer and director of life sciences companies and her background in finance, corporate development and strategic planning. Samarth Kulkarni, Ph.D. Dr. Kulkarni has served as Chair and a member of the board of directors of the Company since the Merger Closing and as a member of the board of directors of Pre-Merger Oruka from February 2024 through the Merger Closing. Dr. Kulkarni has served as the Chief Executive Officer of CRISPR Therapeutics AG (Nasdaq: CRSP), a biopharmaceutical company, since December 2017, where he has also served as a member and chair of the board of directors since June 2018 and September 2023, respectively. Previously, Dr. Kulkarni served as CRISPR’s President and Chief Business Officer from May 2017 to November 2017 and as Chief Business Officer from August 2015. Prior to joining CRISPR, Dr. Kulkarni was at McKinsey & Company, a global management consulting firm, from 2006 to 2015, with various titles, his most recent being Partner within the Pharmaceuticals and Biotechnology practice. Dr. Kulkarni has also served as a member of the boards of directors of Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), Repare Therapeutics Inc. (Nasdaq: RPTX), and Centessa Pharmaceuticals plc (Nasdaq: CNTA). Dr. Kulkarni received a Ph.D. in Bioengineering and Nanotechnology from the University of Washington and a B. Tech. from the Indian Institute of Technology. Dr. Kulkarni has authored several publications in leading scientific and business journals. We believe that Dr. Kulkarni is qualified to serve as a member of the Board because of his experience as a consultant and an executive in the biopharmaceutical industry and his academic expertise and accomplishments.

  8. Director Compensation

    Director Compensation The following table provides information for the year ended December 31, 2024 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion of 2024. Employees who served on our Board during 2024 did not receive additional compensation for such service:

  9. Director Compensation

    | Name(1)(2) | Fees Earned or Paid in Cash ($) | Option Awards ($)(3) | Total ($) | | Kristine Ball | 20,548 | — | 20,548 | | Carl Dambkowski | 16,267 | — | 16,267 | | Peter Harwin | 19,178 | — | 19,178 | | Samarth Kulkarni | 27,740 | — | 27,740 | | Cameron Turtle(4) | 20,377 | — | 20,377 | | Dan Mitchell | 30,810 | — | 30,810 | | Raymond Woosley | 27,500 | — | 27,500 | | Robert Conway | 197,916 | 2,739 | 200,655 | | James Flynn | 71,042 | 12,620 | 83,662 | | Linda Grais | 168,124 | 2,739 | 170,863 | | Anders Hove | 159,583 | 2,739 | 162,322 | | Jacob Ma-Weaver | 119,167 | 8,215 | 127,382 |

  10. Director Compensation

    (1) The amounts reflected herein for directors who served on the Pre-Merger Oruka board of directors do not include any compensation they received from Pre-Merger Oruka prior to the Merger. (2) Messrs. Woosley and Mitchell resigned from our Board effective as of February 2, 2024. In connection with the Merger on August 29, 2024, Drs. Hove and Grais as well as Messrs. Conway, Ma-Weaver and Flynn resigned from our Board and Drs. Turtle, Dambkowski and Kulkarni as well as Ms. Ball and Mr. Harwin were appointed to our Board. (3) In connection with the Merger, all outstanding ARCA stock options held by Drs. Hove and Grais and Messrs. Conway, Ma-Weaver and Flynn were accelerated and cashed out for an amount equal to the difference between $3.9489 and the applicable per share exercise price; however, any ARCA stock options having an exercise price in excess of $3.9489 were cancelled for no consideration. Amounts reported in this column represent the incremental fair value under ASC Topic 718 resulting from the acceleration of the stock options in the Merger. As of December 31, 2024, each of Dr. Dambkowski and Ms. Ball held outstanding options or compensatory warrants to purchase 94,282 shares of our common stock (which were assumed by the Company in connection with the Merger), Dr. Turtle held outstanding compensatory warrants to purchase 9,048 shares of our common stock (which were assumed by the Company in connection with the Merger), Dr. Kulkarni held outstanding options to purchase 199,992 shares of our common stock (which were assumed by the Company in connection with the Merger), and no other non-employee directors held any outstanding options or compensatory warrants. (4) Prior to the Merger, Dr. Turtle purchased 85,233 shares (after giving effect to the share conversion completed in the Merger and the subsequent 1-for-12 reverse stock split) of restricted common stock that vest as to 25% on March 1, 2025 and in equal monthly installments thereafter through March 1, 2028. All of such restricted shares were outstanding as of December 31, 2024.

  11. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Non-employee members of the Board are eligible to receive cash and equity compensation in accordance with our non-employee director compensation program. This program provides for the following annual cash retainers:

  12. Non-Employee Director Compensation Program

    | | Pre-Merger | Post-Merger | | Annual Cash Retainer | $40,000 | $40,000 | | Annual Board Chair Retainer | $30,000 | $30,000 | | Audit Committee Retainers: | | | | Chair | $15,000 | $15,000 | | Non-Chair Member | $7,500 | $7,500 | | Compensation Committee Retainers: | | | | Chair | $10,000 | $12,000 | | Non-Chair Member | $5,000 | $6,000 | | Nominating Committee Retainers | | | | Chair | $10,000 | $10,000 | | Non-Chair Member | $5,000 | $5,000 |

  13. Non-Employee Director Compensation Program

    In connection with the Company’s annual meeting of stockholders, each member of the Board will receive an annual grant of stock options to purchase 17,500 shares of common stock, which will vest in equal monthly installments over 12 months so long as such director joined the Board prior to January 1 of the year in which such annual meeting occurs. Prior to the Merger, the annual grant of stock options was for 6,000 shares of common stock. In addition, in connection with a non-employee director’s initial appointment to the Board, they will receive an initial grant of stock options to purchase 35,000 shares of common stock, which will vest in equal monthly installments over 36 months. Prior to the Merger, the initial grant of stock options was for 12,000 shares of common stock. All members of the Board are also reimbursed for reasonable and documented out-of-pocket travel and lodging expenses incurred in connection with attending meetings and activities of the Board and its committees.

  14. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows information regarding the compensation earned by the NEOs during the fiscal years ending December 31, 2024 and 2023, by our named executive officers.

  15. 2024 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Lawrence Klein | 2024 | 203,288 | — | — | 317,623 | — | 520,911 | | Chief Executive Officer | | | | | | | | | Joana Goncalves | 2024 | 155,854 | — | — | 162,132 | — | 317,986 | | Chief Medical Officer | | | | | | | | | Paul Quinlan | 2024 | 155,854 | — | — | 154,591 | — | 310,445 | | General Counsel | | | | | | | | | Michael Bristow | 2024 | 96,865 | — | 39,676 | — | 373,875(6) | 510,416 | | Former President and Chief Executive Officer | 2023 | 345,000 | — | — | — | 13,800 | 358,800 | | Thomas A. Keuer | 2024 | 235,385 | 165,000 | 22,484 | — | 430,651(7) | 853,520 | | Former President and Chief Operating Officer | 2023 | 340,000 | — | — | — | 60,802 | 400,802 | | C. Jeffrey Dekker | 2024 | 206,923 | 165,000 | 24,947 | — | 359,734(8) | 756,604 | | Former Chief Financial Officer | 2023 | 270,000 | — | — | — | 53,072 | 323,072 |

  16. 2024 Summary Compensation Table

    (1) The amounts reflected herein for Drs. Klein and Goncalves and Mr. Quinlan do not include any compensation they received from Pre-Merger Oruka prior to the Merger. (2) Includes $157,595 of consulting fees for Dr. Bristow and $20,000 of consulting fees for Mr. Keuer, in each case, pursuant to their respective consulting agreements as described in more detail under “Narrative Disclosure to Summary Compensation Table — ARCA Arrangements” below. (3) Amounts reported in this column represent retention bonuses, as described in more detail under “Narrative Disclosure to Summary Compensation Table — ARCA Arrangements” below. (4) Amounts reported in this column represent the incremental fair value under Accounting Standards Codification Topic 718 (“ASC 718”) resulting from the acceleration of the named executive officer’s stock options in the Merger, as described in more detail under “Narrative to Summary Compensation Table — ARCA Arrangements” below. (5) Amounts reported in this column represent the annual bonuses earned under the 2024 annual bonus program, as described in more detail under “Narrative to Summary Compensation Table — Elements of Compensation — Annual Bonus Program” below. (6) Includes $3,875 of Company contributions under the ARCA 401(k) plan and $370,000 of severance payments and benefits, as described in more detail under “Narrative Disclosure to Summary Compensation Table — ARCA Arrangements” below. (7) Includes $16,800 of Company contributions under the ARCA 401(k) plan, $340,000 of severance payments and $69,715 in COBRA continuation premiums, as described in more detail under “Narrative Disclosure to Summary Compensation Table — ARCA Arrangements” below, and $4,136 for group term life insurance premiums. (8) Includes $14,687 of Company contributions under the ARCA 401(k) plan, $270,000 of severance payments and $69,715 in COBRA continuation premiums, as described in more detail under “Narrative Disclosure to Summary Compensation Table — ARCA Arrangements” below, $2,692 for group term life insurance premiums and $2,640 for healthcare reimbursements.

  17. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding stock options, compensatory warrants and restricted stock held by each NEO as of December 31, 2024. The equity awards reflected below give effect to the share conversion completed in the Merger and the subsequent 1-for-12 reverse stock split. None of the former ARCA executive officers held any outstanding equity awards as of December 31, 2024.

  18. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Lawrence Klein | — | 1,628,513(2) | 7.80 | 7/14/2034 | | | | | | | | | 852,338(3) | 16,526,834 | | Joana Goncalves | — | 228,563(4) | 6.84 | 10/30/2034 | | | | | — | 199,992(4) | 7.80 | 7/14/2034 | | | | Paul Quinlan | — | 228,563(5) | 6.84 | 10/30/2034 | | | | | — | 99,996(5) | 7.80 | 7/14/2034 | | | | Michael Bristow | — | — | — | — | — | — | | Thomas A. Keuer | — | — | — | — | — | — | | C. Jeffrey Dekker | — | — | — | — | — | — |

  19. Outstanding Equity Awards at Fiscal Year End

    ____________ (1) The market value was determined by multiplying the numbers of shares by $19.39, the closing price of our common stock on December 31, 2024. (2) These compensatory warrants vest as to 25% on April 3, 2025 and in equal monthly installments thereafter through April 3, 2028, subject to Dr. Klein’s continued services to us. (3) These restricted shares vest as to 25% on February 26, 2025 and in equal monthly installments thereafter through February 26, 2028, subject to Dr. Klein’s continued services to us. (4) These stock options and compensatory warrants vest as to 25% on April 18, 2025 and in equal monthly installments thereafter through April 18, 2028, subject to Dr. Goncalves’ continued services to us. (5) These stock options and compensatory warrants vest as to 25% on April 30, 2025 and in equal monthly installments thereafter through April 30, 2028, subject to Mr. Quinlan’s continued services to us.

  20. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Pursuant to the terms of the Offer Letters, in the event each NEO that is a current executive officer is terminated by the Company without “cause” or as a result of a resignation for “good reason” (collectively, an “Involuntary Termination”), such NEO will, subject to the execution of a release in favor of the Company, receive: (i) severance payments equal to 12 months of base salary; (ii) Company-paid continuation coverage under the Company’s group health plans for up to 12 months; and (iii) in the case of Dr. Klein, accelerated vesting of 30% of any outstanding time-based equity. However, if the Involuntary Termination is within three months before or 12 months after a change in control of the Company, the NEO will instead receive: (A) severance payments equal to 1.0 times (or, for Dr. Klein, 1.5x times) the sum of the NEO’s base salary and target bonus; (B) Company-paid continuation coverage under the Company’s group health plans for up to 12 months (or, for Dr. Klein, up to 18 months); and (C) full acceleration of all equity awards. In addition, upon severance due to the death or disability of the named executive officer, the officer’s equity awards shall accelerate in full. As used in the Offer Letters: • “Cause” generally means the NEO’s (i) dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) conviction or plea of no contest to a felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) failure to perform his or her duties or responsibilities, subject to a 30-day cure period; (iv) gross negligence, willful misconduct that results in or is reasonably anticipated to result in material harm to the Company; or (v) violation of any material provision of any agreement with the Company or any written Company policies. • “Good reason” generally means (i) a material diminution in the named executive officer’s base salary or target bonus (excluding across-the-board reductions of less than 10%); (ii) a material geographic relocation or requirement to change the named executive officer’s remote work location; (iii) a material reduction in the named executive officer’s duties, authority or responsibilities; (iv) the failure of the Company to obtain the assumption of the Offer Letter by a successor; or (v) the material breach of any agreement between the NEO and the Company, in each case, subject to standard notice and cure periods.

  21. Pay Versus Performance

    Pay Versus Performance Our Compensation Committee approves and administers our executive compensation program to align executive compensation with stockholder interests by linking pay to performance. Our overall compensation program includes a mix of short-term and long-term components through our annual cash incentive plan and our equity incentive awards. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. We are a smaller reporting company pursuant to Rule 405 of the Securities Act and, as such, are only required to include information for the past three fiscal years in the table below.

  22. Pay Versus Performance Table

    Pay Versus Performance Table

  23. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Mr. Bristow ($)(1) | Summary Compensation Table Total for Mr. Keuer ($)(1) | Summary Compensation Table Total for Dr. Klein ($)(1) | Compensation Actually Paid to Dr. Bristow ($)(3) | Compensation Actually Paid to Mr. Keuer ($)(3) | Compensation Actually Paid to Dr. Klein ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Stockholder Return Based on Initial Fixed $100 Investment ($)(4) | Net Income ($ in thousands)(5) | | 2024 | 510,416 | 853,520 | 520,911 | 518,016 | 848,453 | 44,698,284 | 461,678 | 3,718,227 | 109.89 | (83,724) | | 2023 | 358,800 | N/A | N/A | 290,864 | N/A | N/A | 361,937 | 323,666 | 79.07 | (5,339) | | 2022 | 358,800 | N/A | N/A | 523,780 | N/A | N/A | 382,711 | 444,912 | 110.23 | (9,926) |

  24. Pay Versus Performance Table

    ____________ (1) During years 2022, 2023 and 2024, the following individuals served as “principal executive officer” during the time periods set forth below:

  25. Pay Versus Performance Table

    | Name | Dates as PEO During 2022 through 2024 | | Michael Bristow | January 1, 2022 through April 3, 2024 | | Thomas Keuer | April 3, 2024 through August 29, 2024 | | Dr. Lawrence Klein | August 29, 2024 through December 31, 2024 |

  26. Pay Versus Performance Table

    The dollar amounts reported in these columns represent the amount of total compensation reported for each of Drs. Klein and Bristow and Mr. Keuer (collectively, our “PEOs”) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. Please refer to “Executive Compensation-Summary Compensation Table” above. (2) The dollar amounts reported in this column represent the average amount of total compensation report for our NEOs as a group (excluding our PEOs) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. Please refer to “Executive Compensation-Summary Compensation Table” above. The names of each NEO included for these purposes in each applicable year are as follows:

  27. Pay Versus Performance Table

    | Year | Non-PEO NEOs | | 2024 | Dr. Joana Goncalves, Paul Quinlan, and C. Jeffrey Dekker | | 2023 | Thomas A. Keuer and C. Jeffrey Dekker | | 2022 | Thomas A. Keuer and Christopher D. Ozeroff |

  28. Pay Versus Performance Table

    (3) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEOs or our NEOs as a group (excluding our PEOs), as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table, adjusted as shown below for 2024. Except as noted below, equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs during the applicable fiscal year.

  29. Pay Versus Performance Table

    | | Dr. Bristow | | Mr. Keuer | Dr. Klein | Average Non-PEO NEOs | | | | 2023 | 2024 | 2024 | 2024 | 2023 | 2024 | | Summary Compensation Table Total | $358,800 | $510,416 | $853,520 | $520,911 | $361,937 | $461,678 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | — | $(39,676) | $(22,484) | — | — | $(8,316) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year(a) | — | — | — | $44,177,373 | — | $3,257,026 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(45,283) | — | — | — | $(15,718) | — | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year(b) | $(22,653) | $65,304 | $24,059 | — | $(22,553) | $7,839 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | $(18,038) | $(6,642) | — | — | — | | Compensation Actually Paid | $290,864 | $518,016 | $848,453 | $44,698,284 | $323,666 | $3,718,227 |

  30. Pay Versus Performance Table

    (a) For Dr. Klein and the average non-PEO NEOs as a group for 2024, includes the value of awards granted during 2024 by Pre-Merger Oruka that were assumed by the Company in connection with the Merger but that are not reflected in the Summary Compensation Table. (b) For Messrs. Bristow and Keuer and the average non-PEO NEOs as a group for 2024, the value as of the vesting date of the ARCA stock options that were accelerated and cashed out in connection with the Merger is based on the actual cash amount paid (representing the difference between $3.9489 and the applicable per share exercise price). (4) Cumulative total stockholder return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and (ii) the difference between our stock price at the end of the applicable measurement period and the beginning of the measurement period by (b) our stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021. (5) The dollar amounts reported for 2022 and 2023 represent the amount of net income (loss) reflected in ARCA’s audited financial statements for 2022 and 2023. The dollar amount reported for 2024 represents the amount of net income (loss) reflected in our audited financial statements for the period from February 6, 2024 (inception) to December 31, 2024, as reported in our Annual Report on Form 10-K.

  31. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table The information for 2022 and 2023 presented in the Pay Versus Performance table above relate exclusively to ARCA compensation and financial and stock price performance, while the information for 2024 relates to a combination of Pre-Merger Oruka, ARCA and the Company. As such, the compensation actually paid to Dr. Bristow for each year and for Mr. Keuer in 2024 relates exclusively to ARCA while the compensation actually paid to Dr. Klein relates exclusively to the Company following the Merger (although includes the year end value of equity awards granted by Pre-Merger Oruka). From 2022 to 2023, compensation actually paid for Dr. Bristow and average compensation actually paid for the non-PEO NEOs as a group decreased, aligning with a decreased ARCA TSR over such period; however, net income (loss) reflected a slight improvement. Because net income (loss) was not utilized in any component of compensation for ARCA, there is generally no relationship between compensation actually paid and net income (loss) for 2022 and 2023. From 2023 to 2024, compensation actually paid for Dr. Bristow and Mr. Keuer (who was part of the non-PEO NEOs in 2023) increased, aligning with an increased TSR over such period. The primary driver of compensation actually paid to Dr. Klein and the non-PEO NEOs for 2024 was the year-end fair value of equity awards granted by Pre-Merger Oruka during 2024, which are not reflected in the Summary Compensation Table total and thus have no offsetting value. Although the strong stock price performance as of December 31, 2024 impacted the value of these awards, there is no other relationship between compensation actually paid to Dr. Klein and the non-PEO NEOs for 2024 and TSR performance. Because net income (loss) was not utilized in any component of compensation for ARCA, Pre-Merger Oruka or the Company, there is generally no relationship between compensation actually paid and net income (loss) for 2024.