DEF 14A of Unicycive Therapeutics, Inc., Apr 30, 2026

DEF 14A of Unicycive Therapeutics, Inc.

Filed Apr 30, 2026 · FY20250001213900-26-049690

Open on EDGAR

  1. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The Nominating and Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. The Nominating and Governance Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies. Our Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals. The Nominating and Governance Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as breadth of experience, knowledge about our business and industry, diversity of viewpoint (including diversity of race, ethnicity, gender, age, education, cultural background and professional experience), career specialization, relevant technical, leadership or governance skills, or financial acumen, willingness and ability to devote adequate time and effort to the Board of Directors, ability to contribute to the Board of Directors’ overall effectiveness, and the needs of the Board of Directors and its committees. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Nominating and Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. In addition, under our corporate governance guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our corporate governance guidelines, there are no limits term that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Governance Committee considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding Board diversity. The Nominating and Governance Committee considers stockholder nominees made in accordance with our bylaws, and evaluates candidates recommended by stockholders in the same manner as all other candidates brought to the attention of the Nominating and Governance Committee. Stockholder recommendations may be submitted to the Nominating and Governance Committee in care of the Corporate Secretary at the address set forth under “Communication with Directors.”

  2. PROPOSAL NO. 1

    PROPOSAL NO. 1

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will elect three (3) directors to hold office until the 2027 Annual Meeting. Directors are elected by a plurality of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of the Annual Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced in accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected. Assuming a quorum is present, the three (3) nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company to serve for a one-year term. Unless marked otherwise, proxies received will be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.

  4. Information with Respect to Director Nominees

    Information with Respect to Director Nominees Listed below are the current directors who are nominated to hold office until their successors are elected and qualified, and their ages as of the Record Date.

  5. Information with Respect to Director Nominees

    | Name | Age | | Shalabh Gupta, M.D. | 53 | | Sandeep Laumas, M.D. | 58 | | Saraswati Kenkare-Mitra, Ph.D. | 58 |

  6. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation paid or accrued during the years ended December 31, 2025 and 2024 to our named executive officers:

  7. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Option Awards (2) ($) | All Other Compensation ($) | Total ($) | | Shalabh Gupta, M.D., | 2025 | 572,000 | 486,200 | 1,333,421 | | 2,391,621 | | Chief Executive Officer | 2024 | 572,000 | 543,400 | 1,324,484 | - | 2,439,884 | | Pramod Gupta, Ph.D., | 2025 | 468,000 | 198,900 | 369,255 | | 1,036,155 | | Executive VP Pharmaceutical and Business Operations | 2024 | 468,000 | 222,300 | 464,971 | - | 1,155,271 | | Doug Jermasek, | 2025 | 363,000 | 77,138 | 41,028 | | 481,166 | | Executive VP, Corporate Strategy | 2024 | 363,000 | 45,375 | 464,971 | - | 873,346 |

  8. Summary Compensation Table

    | (1) Represents payments of discretionary bonuses for performance during the applicable years and discretionary payments as determined by the Board and as further described below in Bonus Arrangements. Bonuses in respect of fiscal year ended on December 31, 2025 were paid in December 2025. | | (2) Represents the aggregate grant date fair values of stock option awards in accordance with FASB ASC No. 718-10. These values have been determined under the principles used to calculate the grant date fair market value of equity awards for purposes of the Company’s financial statements. See Note 12, “Stock-based Compensation” in the Notes to the Annual Report on Company’s Form 10-K for the year ended 2025 filed with the SEC on March 30, 2026 for more information regarding the Company’s accounting for share-based compensation plans. |

  9. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control Other than the provisions of the executive severance benefits to which our named executive officers would be entitled to on December 31, 2025 as set forth above, we have no liabilities under termination or change in control conditions. We do not have a formal policy to determine executive severance benefits. Each executive severance arrangement is negotiated on an individual basis. The table below estimates the current value of amounts payable to our named executive officer in the event that a termination of employment occurred on December 31, 2025. The closing price of our common stock, as reported on The Nasdaq Capital Market, was $5.77 on December 31, 2025. The following table excludes certain benefits, such as accrued vacation, that are available to all employees generally. The actual amount of payments and benefits that would be provided can only be determined at the time of a change in control and/or the named executive officer’s qualifying separation from our Company. The table is merely an illustrative example of the impact of a hypothetical termination of employment or change in control and qualifying termination. The amounts that would actually be paid upon a termination of employment can only be determined at the time of such termination, based on the fact and circumstances then prevailing.

  10. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding awards held by each of our named executive officers that were outstanding as of December 31, 2025.

  11. Outstanding Equity Awards at December 31, 2025

    | Name and Principal Position | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Option Exercise Price ($) | Option Expiration Date | | Shalabh Gupta, M.D., | 11,627(1) | - | 50.00 | 7/2026 | | Chief Executive Officer | 6,629(2) | 1,971 | 7.50 | 11/2032 | | | 322,079(3) | 146,400 | 7.50 | 8/2033 | | | 54,982(4) | 76,977 | 11.40 | 4/2034 | | | 7,762(5) | 15,526 | 3.40 | 8/2034 | | | -(6) | 325,000 | 4.71 | 7/2035 | | Pramod Gupta, Ph.D., | 5,233(7) | - | 32.68 | 10/2029 | | Executive VP Pharmaceutical and Business Operations | 2,326(8) | - | 32.68 | 12/2029 | | | 5,814(9) | - | 32.68 | 4/2030 | | | 2,326(10) | - | 70.09 | 3/2031 | | | 3,488(11) | - | 50.00 | 7/2031 | | | 2,158(12) | 642 | 7.50 | 11/2032 | | | 93,156(13) | 42,344 | 7.50 | 8/2033 | | | 19,302(14) | 27,024 | 11.40 | 4/2034 | | | 2,725(15) | 5,450 | 3.40 | 8/2034 | | | -(16) | 90,000 | 4.71 | 7/2035 | | Doug Jermasek, | 10,000(17) | - | 25.60 | 10/2031 | | Executive VP, Corporate Strategy | 4,239(18) | 1,261 | 7.50 | 11/2032 | | | 93,156(19) | 42,344 | 7.50 | 8/2033 | | | 19,302(20) | 27,024 | 11.40 | 4/2034 | | | 2,725(21) | 5,450 | 3.40 | 8/2034 | | | -(22) | 10,000 | 4.71 | 7/2035 |

  12. Outstanding Equity Awards at December 31, 2025

    | (1) Dr. Shalabh Gupta was granted 11,627 options on July 15, 2021. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: one third of the shares vest and become exercisable on each of the first, second, and third anniversaries of the date of grant. | | (2) Dr. Shalabh Gupta was granted 8,600 options on November 21, 2022. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |

  13. Outstanding Equity Awards at December 31, 2025

    | (3) Dr. Shalabh Gupta was granted 468,479 options on August 28, 2023. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |

  14. Outstanding Equity Awards at December 31, 2025

    | (4) Dr. Shalabh Gupta was granted 131,959 options on April 15, 2024. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (5) Dr. Shalabh Gupta was granted 23,288 options on August 12, 2024. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (6) Dr. Shalabh Gupta was granted 325,000 options on July 28, 2025. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (7) Dr. Pramod Gupta was granted 5,233 options on October 1, 2019. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (8) Dr. Pramod Gupta was granted 2,326 options on December 30, 2019. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (9) Dr. Pramod Gupta was granted 5,814 options on April 6, 2020. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (10) Dr. Pramod Gupta was granted 2,326 options on March 1, 2021. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |

  15. Outstanding Equity Awards at December 31, 2025

    | (11) Dr. Pramod Gupta was granted 3,488 options on July 15, 2021. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: one third of the shares vest and become exercisable on each of the first, second, and third anniversaries of the date of grant. | | (12) Dr. Pramod Gupta was granted 2,800 options on November 21, 2022. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |

  16. Outstanding Equity Awards at December 31, 2025

    | (13) Dr. Pramod Gupta was granted 135,500 options on August 28, 2023. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (14) Dr. Pramod Gupta was granted 46,326 options on April 15, 2024. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (15) Dr. Pramod Gupta was granted 8,175 options on August 12, 2024. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (16) Dr. Pramod Gupta was granted 90,000 options on July 28, 2025. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (17) Mr. Jermasek was granted 10,000 options on October 20, 2021. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (18) Mr. Jermasek was granted 5,500 options on November 21, 2022. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (19) Mr. Jermasek was granted 135,500 options on August 28, 2023. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (20) Mr. Jermasek was granted 46,326 options on April 15, 2024. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (21) Mr. Jermasek was granted 8,175 options on August 12, 2024. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |

  17. Outstanding Equity Awards at December 31, 2025

    | (22) Mr. Jermasek was granted 10,000 options on July 28, 2025. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |

  18. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table sets forth the total compensation paid or accrued during the year ended December 31, 2025 for each person who served as an independent non-employee director. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2025. Directors who are also employees do not receive cash or equity compensation for service on our Board of Directors in addition to compensation payable for their service as employees of the Company. Directors are reimbursed for out-of-pocket expenses incurred for reasonable travel and other business expenses in connection with their service as directors.

  19. Non-Employee Director Compensation

    | Name | Fees earned or paid in cash ($) (1) | Stock Awards ($) | Option awards ($) (2) | Total $ | | Sandeep Laumas, M.D. | 70,000 | - | 84,486 | 154,486 | | Gaurav Aggarwal, M.D. (3) | 65,000 | - | 84,486 | 149,486 | | Saraswati Kenkare-Mitra, Ph.D. | 63,000 | - | 84,486 | 147,486 |

  20. Non-Employee Director Compensation

    | (1) The amounts in this column reflect the annual cash retainer payments earned for service as a non-employee director during 2025. Dr. Laumas was paid $70,000 as compensation for services as a member of the board of directors, chairman of the audit committee, member of the compensation committee and member of the nomination and corporate governance committee. Dr. Aggarwal was paid $65,000 as compensation for services, as a member of the board of directors, chairman of the compensation committee, member of the audit committee and member of the nomination and corporate governance committee. Dr. Kenkare-Mitra was paid was paid $63,000 as compensation for services, as a member of the board of directors, chairman of the nomination and corporate governance committee, member of the audit committee and member of the compensation committee. | | (2) Represents the aggregate grant date fair values of stock option awards in accordance with FASB ASC No. 718-10. These values have been determined under the principles used to calculate the grant date fair market value of equity awards for purposes of the Company’s financial statements. See Note 12, “Stock-based Compensation” in the Notes to the Annual Report on Company’s Form 10-K for the year ended 2025 filed with the SEC on March 30, 2026 for more information regarding the Company’s accounting for share-based compensation plans. | | (3) Dr. Aggarwal resigned from the board on April 6, 2026. |

  21. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We adopted a director compensation policy in April 2021 (the “Director Compensation Policy”). Beginning July 15, 2021, non-employee directors are entitled to receive $40,000 cash compensation per year for their service on the Board of Directors plus $15,000, $10,000, and $8,000 per year for service as a chairperson of the audit, compensation, or nominating and corporate governance committees, respectively. In addition, directors receive $7,500, $5,000, and $4,000 per year for service as a member (other than chairperson) of the audit, compensation, or nominating and corporate governance committees, respectively. On an annual basis, non-employee directors are entitled to receive an equity award valued at $50,000, which, subject to the non-employee director’s continued service, shall vest upon the one-year anniversary of the date of grant. The directors also receive reimbursement for expenses for reasonable travel expenses and other business expenses to attend board and committee meetings.