DEF 14A of Cartesian Therapeutics, Inc., Apr 28, 2025

DEF 14A of Cartesian Therapeutics, Inc.

Filed Apr 28, 2025 · FY20240001453687-25-000075

Open on EDGAR

  1. PROPOSAL 1 - Election of Directors

    PROPOSAL 1 - Election of Directors

  2. Election of Directors

    Election of Directors At the Annual Meeting, three Class III Directors have been nominated to be elected to hold office until the Annual Meeting of Stockholders to be held in 2028 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. We currently have nine directors on our Board, including three Class III Directors. Our current Class III Directors are Timothy C. Barabe, M.B.A., who has served on our Board since 2016, Carsten Brunn, Ph.D., who has served on our Board since 2018, and Nishan de Silva, M.D., M.B.A., who has served on our Board since 2021. Timothy C. Barabe, M.B.A., Carsten Brunn, Ph.D., and Nishan de Silva, M.D., M.B.A. were each nominated for election as a Class III Director at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our restated certificate of incorporation, as amended (the “Charter”), the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the 2026 Annual Meeting and whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; Class II, whose current term will expire at the 2027 Annual Meeting and whose subsequent term will expire at the 2030 Annual Meeting of Stockholders; and Class III, whose current term expires at the Annual Meeting and whose subsequent term will expire at the 2028 Annual Meeting of Stockholders. The current Class I Directors are Michael Singer, M.D., Ph.D., Timothy A. Springer, Ph.D. and Patrick Zenner, M.B.A.; the current Class II Directors are Carrie S. Cox, Murat Kalayoglu, M.D., Ph.D., and Kemal Malik, M.B.B.S.; and the current Class III Directors are Timothy C. Barabe, M.B.A., Carsten Brunn, Ph.D. and Nishan de Silva, M.D., M.B.A. Our Charter and amended and restated by-laws (the “Bylaws”) provide that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors. There are no family relationships among any of our executive officers or directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as Class III Directors of the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

  3. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders) The current members of the Board who have been nominated by the Board for election as Class III Directors are as follows:

  4. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position(s) with Cartesian | | Timothy C. Barabe, M.B.A. | 72 | 2016 | Director | | Carsten Brunn, Ph.D. | 54 | 2018 | President and Chief Executive Officer, Director | | Nishan de Silva, M.D., M.B.A. | 52 | 2021 | Director |

  5. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    The principal occupations and business experience, for at least the past five years, of each Class III nominee for election at the Annual Meeting are as follows:

  6. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    | TIMOTHY C. BARABE, M.B.A. | Age | 72 |

  7. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    Timothy C. Barabe, M.B.A. has served as a member of our Board since July 2016. Mr. Barabe also served on the boards of Veeva Systems Inc. from September 2015 to June 2021 and serves on the board of directors of Vigilant Biosciences, Inc., a private company, as well as Heartflow, Inc., also a private company. From 2001 to January 2020, Mr. Barabe served on the board of directors of ArQule, Inc., and from 2014 to 2017, Mr. Barabe served on the board of directors of Opexa Therapeutics, Inc. Mr. Barabe retired in June 2013 from his position as Executive Vice President and Chief Financial Officer of Affymetrix, Inc. Previously, from July 2006 until March 2010, he was Senior Vice President and Chief Financial Officer of Human Genome Sciences, Inc. From 2004 to 2006, he served as Chief Financial Officer of Regent Medical Limited, a U.K.-based, privately owned, surgical supply company. Mr. Barabe served with Novartis AG from 1982 through August 2004 in a succession of senior executive positions in finance and general management, most recently as the Chief Financial Officer of Sandoz GmbH, the generic pharmaceutical subsidiary of Novartis. Mr. Barabe received his B.B.A. degree from the University of Massachusetts (Amherst) and his M.B.A. degree from the University of Chicago. Mr. Barabe’s experience as a senior financial executive of life sciences companies and knowledge of the pharmaceutical and biotech industries contributed to our Board’s conclusion that he should serve as a director of our Company.

  8. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    | CARSTEN BRUNN, PH.D. | Age | 54 |

  9. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    Carsten Brunn, Ph.D. has served as our President, Chief Executive Officer and member of our Board since December 2018. Dr. Brunn previously served as a member of the Board of Directors of Surface Oncology, Inc., a public oncology company, from June 2022 until September 2023. Prior to joining Cartesian Therapeutics, Inc., Dr. Brunn was the President of Pharmaceuticals for the Americas Region and a member of the Global Pharmaceutical Executive Committee at Bayer AG, a pharmaceutical company, since January 2017. Previously, he served as President of Bayer Pharmaceuticals in Japan, a role he held since March 2013. He also served as the Chairman of the European Federation of Pharmaceutical Industries and Associations (EFPIA) Japan, an organization representing innovative pharmaceutical companies in Japan. Dr. Brunn has held a number of senior leadership positions at Eli Lilly, Novartis, Basilea and Bausch and Lomb in Europe, Asia and the United States. He also currently serves on the board of directors of the Biotechnology Innovation Organization (BIO), a private organization. Dr. Brunn holds a Ph.D. in Chemistry from the University of Hamburg and a Master of Science in Pharmaceutical Sciences from the University of Freiburg. He also studied at the University of Washington under a research scholarship and completed his executive education at London Business School. Dr. Brunn’s experience as a senior executive of life sciences companies and knowledge of the pharmaceutical and biotechnology industries contributed to our Board’s conclusion that he should serve as a director of our Company.

  10. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    | NISHAN DE SILVA, M.D., M.B.A. | Age | 52 |

  11. Nominees for Class III Directors (Terms to Expire at 2028 Annual Meeting of Stockholders)

    Nishan de Silva, M.D., M.B.A. has served as a member of our Board since June 2021. Dr. de Silva most recently served as Chief Executive Officer of Radionetics Oncology, a private company, from March 2022 to July 2023. Prior to joining Radionetics Oncology, Dr. de Silva had served as Chief Executive Officer of AFYX Therapeutics, a private biotechnology company from April 2018 to February 2022, and served as a director at AFYX Therapeutics since May 2020 to February 2022. Previously, Dr. de Silva served as President, Chief Operating Officer, and director of Poseida Therapeutics, a cell- and gene therapy-focused biopharmaceutical company, from June 2015 to March 2018. Dr. de Silva also previously served as Vice President Finance and Strategy, and Chief Financial Officer at Ligand Pharmaceuticals. Dr. de Silva also previously served on the board of directors at CONNECT, a private organization, until November 2019. Dr. de Silva graduated Summa Cum Laude with a Bachelor of Arts degree in Biology from Harvard University, and received his M.D. degree from the University of Pennsylvania School of Medicine, as well as an M.B.A. degree from The Wharton School of the University of Pennsylvania. Dr. de Silva’s experience in the biotechnology industry, and his knowledge of finance, autoimmune therapies and clinical development contributed to our Board’s conclusion that he should serve as a director of our Company.

  12. Continuing Members of the Board

    Continuing Members of the Board

  13. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders) The current members of the Board who are Class I Directors are as follows:

  14. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position(s) with Cartesian | | Michael Singer, M.D., Ph.D. | 51 | 2023 | Director | | Timothy A. Springer, Ph.D. | 77 | 2016 | Director | | Patrick Zenner, M.B.A. | 78 | 2017 | Director |

  15. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

  16. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    | MICHAEL SINGER, M.D., PH.D. | Age | 51 |

  17. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    Michael Singer, M.D., Ph.D. co-founded and served as Chief Scientific Officer, later Chief Strategy Officer, and Chairman of the Board of the private company then known as Cartesian Therapeutics, Inc. (“Old Cartesian”) from 2016 until its acquisition by the Company in 2023. Prior to Old Cartesian, Dr. Singer co-founded and served as Chief Scientific Officer of Topokine Therapeutics, Inc. from 2012 to 2016. Prior to Topokine, he served as a medical director at Novartis from 2009 to 2012 and co-founded and served as Chief Scientific Officer of HealthHonors Corporation from 2006 to 2009. He has served as a member of the board of Bioporto A/S since 2019, Pykus Therapeutics since 2019, and Anodyne Nanotech since 2020. Dr. Singer received his B.S. in biology, M.Phil and Ph.D. in neuroscience, and M.D. from Yale University and completed internship and residency at Harvard. He is a registered U.S. patent agent. Dr. Singer’s extensive knowledge of our business and our product candidates contributed to the Board’s conclusion that he should serve as a director of our Company.

  18. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    | TIMOTHY A. SPRINGER, PH.D. | Age | 77 |

  19. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    Timothy A. Springer, Ph.D. has served as a member of our Board since June 2016 and as a scientific advisor to us since December 2008. Since 1989, Dr. Springer has served as the Latham Family Professor at Harvard Medical School. He has also served as Senior Investigator in the Program in Cellular and Molecular Medicine at Boston Children’s Hospital since 2012, and as Professor of Biological Chemistry and Molecular Pharmacology at Harvard Medical School and Professor of Medicine at Boston Children’s Hospital since 2011. Dr. Springer was the Founder of LeukoSite, a biotechnology company acquired by Millennium Pharmaceuticals in 1999. Additionally, he was a founder, investor and board member of Morphic Therapeutic until its acquisition by Eli Lilly & Co. in 2024, and a founder, investor and former director of Scholar Rock, where he served as a director until May 2019. Dr. Springer is currently a founder and director of Tectonic Therapeutic since 2020 and Seismic Therapeutic since 2020. He is a founder and board member of the Institute for Protein Innovation since 2016 and trustee of the Marine Biological Laboratory since 2019 (both non-profit organizations). Dr. Springer is an elected member of the National Academy of Sciences and his honors include the Crafoord Prize, the American Association of Immunologists Meritorious Career Award, the Stratton Medal from the American Society of Hematology, and the Basic Research Prize from the American Heart Association. Dr. Springer also received the Albert Lasker Basic Medical Research Award in 2022, and the Robert Koch Prize in 2023. Dr. Springer received a B.A. from the University of California, Berkeley, and a Ph.D. from Harvard University. Dr. Springer’s extensive knowledge of our business and the nanomedicine field contributed to our Board’s conclusion that he should serve as a director of our Company.

  20. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    | PATRICK ZENNER, M.B.A. | Age | 78 |

  21. Class I Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    Patrick Zenner, M.B.A. has served as a member of our Board since June 2017, also serving as our Lead Director from June 2018 to November 2019. Mr. Zenner retired in 2001 from the position of President and Chief Executive Officer of Hoffmann-La Roche Inc., North America, based in Nutley, N.J. Mr. Zenner held various executive positions during his 32-year career with the company. Mr. Zenner is currently a member of the board of trustees of Creighton University and is Chairman Emeritus of the board of trustees of Fairleigh Dickinson University. In addition, Mr. Zenner served as Chairman of the board and a director of West Pharmaceutical Services, Inc. from 2002 until May 2022. From 2002 until January 2020, Mr. Zenner served as Chairman of the board and a director of ArQule, Inc. Until its sale in 2012, Mr. Zenner was a director of Par Pharmaceuticals, Inc. In 2010, he resigned from the boards of Geron Corporation, Xoma Ltd. and Exact Sciences, Inc. Until its sale in September 2009, Mr. Zenner was a director of CuraGen Corporation. Mr. Zenner received a B.S./B.A. from Creighton University and an M.B.A. from Fairleigh Dickinson University. Mr. Zenner’s extensive experience as a senior pharmaceutical executive and board member to numerous companies in the biotechnology industry contributed to our Board’s conclusion that he should serve as a director of our Company.

  22. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders) The current members of the Board who are Class II Directors are as follows:

  23. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position(s) with Cartesian | | Carrie S. Cox | 67 | 2019 | Chairman of the Board | | Murat Kalayoglu, M.D., Ph.D. | 52 | 2023 | Director | | Kemal Malik, M.B.B.S. | 62 | 2024 | Director |

  24. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:

  25. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    | CARRIE S. COX | Age | 67 |

  26. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    Carrie S. Cox has served as a member of our Board and as chairman of the Board since November 2019. Ms. Cox has also served as chairman and a member of the board of directors of Organon & Co. since June 2021. Ms. Cox most recently served as the Chief Executive Officer of Humacyte, Inc., a regenerative medicine company based in Durham, North Carolina, from 2010 to June 2018, and served as a member of its board of directors from 2010 to August 2021, serving as chairman from 2011 to June 2019. Ms. Cox has served on the board of directors of Texas Instruments Incorporated since 2004. Ms. Cox previously served as the chairman of the board of directors of electroCore, Inc. from July 2018 to March 2020 and Array BioPharma, Inc. from August 2018 to July 2019, and served on the boards of directors of Celgene Corporation from December 2009 to November 2019, and Cardinal Health from December 2009 to November 2023. Ms. Cox received a B.S. from the Massachusetts College of Pharmacy and was a registered pharmacist. The Company believes Ms. Cox’s vast experience as a pharmaceutical executive and member of multiple boards of directors in the biotechnology industry as well as her knowledge of corporate strategy contributed to our Board’s conclusion that she should serve as a director of our Company.

  27. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    | MURAT KALAYOGLU, M.D., PH.D. | Age | 52 |

  28. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    Murat Kalayoglu, M.D., Ph.D. co-founded and served as Chief Executive Officer of Old Cartesian from 2016 until its acquisition by the Company in 2023. Prior to co-founding Old Cartesian, Dr. Kalayoglu co-founded and served as Chief Executive Officer of Topokine Therapeutics, Inc., which was acquired by Allergan plc in 2016. Dr. Kalayoglu was also co-founder and Chief Operating Officer of HealthHonors Corporation, which was acquired by Healthways, Inc. in 2009. Dr. Kalayoglu completed his medical residency in ophthalmology at the Massachusetts Eye and Ear Infirmary at Harvard Medical School. Dr. Kalayoglu received his B.S. and Ph.D. in medical microbiology and immunology and M.D. from the University of Wisconsin-Madison, and M.B.A. from the MIT Sloan School of Management. Dr. Kalayoglu’s extensive knowledge of our business and our product candidates contributed to the Board’s conclusion that he should serve as a director of our Company.

  29. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    | KEMAL MALIK, M.B.B.S. | Age | 62 |

  30. Class II Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    Kemal Malik, M.B.B.S. has served on our Board since July 2024, has served on the board of directors of Syncona Ltd. since June 2020. Dr. Malik previously served on the board of directors of Acceleron Pharma Inc. until its acquisition by Merck Sharp & Dohme Corp. in 2021. From February 2014 to December 2019, Dr. Malik served on the Board of Management of Bayer AG and was responsible for Innovation and the Asia/Pacific Regions. Dr. Malik joined Bayer in 1995 as Head of Metabolism and Oncology Europe in the then Pharmaceuticals Business Group. He subsequently served as Head of Global Medical Development before being appointed Head of Global Development and a member of the Executive Committee of Bayer Healthcare AG until his appointment to the Board of Management of Bayer AG. Dr. Malik received his Bachelor of Medicine, Bachelor of Surgery from the University of London. The Company believes Dr. Malik’s extensive experience in the biotechnology and pharmaceutical industries, as well as his knowledge of cell therapies and autoimmune therapies contributed to our Board’s conclusion that he should serve as a director of our Company.

  31. 2024 Executive Compensation Highlights

    | Named Executive Officer | 2024 Base Salary Increase from 2023 | 2024 Annual Bonus as a Percentage of Target Bonus | 2024 Annual Time-Based Stock Options (# of shares) | 2024 Annual Time-Based RSU Awards (# of shares) | | Carsten Brunn, Ph.D. | 3.0% | 55% | 199,033 | 155,136 | | Blaine Davis | 5.0% | 40% | 103,666 | 80,800 | | Metin Kurtoglu, M.D., Ph.D. (1) | 9.3% | 40% | 65,499 | 51,033 | | Christopher Jewell, Ph.D. (2) | 40.0% | 40% | 33,265 | 25,940 |

  32. Emphasis on Variable and Performance-Based Compensation

    Emphasis on Variable and Performance-Based Compensation The annual compensation of our executive officers, including our Named Executive Officers, varies from year to year based on our corporate financial and operational results and individual performance. Our executive compensation program emphasizes “variable” pay over “fixed” pay and seeks to balance short-term and long-term incentives, as well as performance-based and time-based incentives. In 2024, the majority of the target total direct compensation of our CEO consisted of variable pay, including cash awarded under our annual bonus plan and long-term incentives in the form of equity awards for which value is likely to be variable. In particular, 84.9% of our CEO’s 2024 target total direct compensation was delivered in equity awards, which derive their value from potential increases in our stock price. Fixed pay, primarily consisting of base salary, made up only 8.8% of our CEO’s target total direct compensation in 2024, while variable pay, consisting of annual incentives in the form of an annual bonus program and long-term incentives in the form of equity awards, made up 91.2% of his target total direct compensation. Similar allocations applied to our other executive officers, including our other Named Executive Officers. The following chart shows the percentages of target variable pay versus target fixed pay for our CEO and our other Named Executive Officers in 2024:

  33. Treatment of Equity Awards

    Treatment of Equity Awards The Merger Agreement provides that, among other things, upon the consummation of the First Merger: •each option to acquire shares of Common Stock (a “Company Stock Option”) and each restricted stock unit (“RSU”) award with respect to shares of Common Stock, in each case that was outstanding and unvested immediately prior to the Effective Time (as defined in the Merger Agreement), vested in full at the Effective Time; •each Company Option was canceled at the Effective Time, and in exchange therefor, former holders of such canceled Company Stock Options became entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings) equal to the product of (A) the total number of shares of Common Stock subject to the unexercised portion of such Company Stock Option immediately prior to the Effective Time (determined after giving effect to the accelerated vesting) multiplied by (B) the excess, if any, of $2.06 (the “Cash-out Amount”) over the applicable exercise price per share of Common Stock under such Company Stock Option; provided, however, that, if the exercise price per share of Common Stock of any Company Stock Option was equal to or greater than the Cash-out Amount, such Company Stock Option was canceled and terminated without any consideration in respect thereof; and •each RSU award with respect to shares of Common Stock was cancelled at the Effective Time, and the former holder of such canceled RSU became entitled, in exchange therefor, to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the product of (A) the total number of shares of Common Stock deliverable under such RSU immediately prior to the Effective Time (determined after giving effect to the accelerated vesting) multiplied by (B) the Cash-out Amount. The table below illustrates the impact of these provisions on awards held by our Named Executive Officers:

  34. Treatment of Equity Awards

    | Named Executive Officer | Company Stock Options Subject to Accelerated Vesting | RSUs Subject to Accelerated Vesting | Company Stock Options Canceled | RSUs Canceled | Cash Received for Canceled Company Stock Options | Cash Received for Canceled RSUs | | Carsten Brunn, Ph.D. | 2,154,651 | 521,125 | 5,569,100 | 521,125 | $1,309,750 | $1,073,518 | | Blaine Davis | 1,250,000 | — | 1,250,000 | — | $987,500 | — | | Metin Kurtoglu, M.D., Ph.D. | — | — | — | — | — | — | | Christopher Jewell, Ph.D. | — | — | — | — | — | — |

  35. Old Cartesian Options and Adoption of Old Cartesian’s 2016 Stock Incentive Plan

    Old Cartesian Options and Adoption of Old Cartesian’s 2016 Stock Incentive Plan At the Effective Time, each option to purchase shares of Old Cartesian common stock (an “Old Cartesian Option”), other than Old Cartesian Options held by Drs. Kurtoglu, Miljkovic, and Jewell, that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was converted into an option to purchase Common Stock. At the Effective Time, each Old Cartesian Option held by Drs. Kurtoglu, Miljkovic, and Jewell (a “Continuing Officer Option”) that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was converted into an option to purchase Series A Preferred Stock. Pursuant to the Merger Agreement, we assumed the Cartesian Therapeutics, Inc. Amended and Restated 2016 Incentive Award Plan (the “Old Cartesian Plan”) and each Old Cartesian Option in accordance with the terms of the Old Cartesian Plan and the terms of the stock option agreement by which such Old Cartesian Option is evidenced (but with changes to such documents as we in good faith determined were necessary to reflect the substitution of Old Cartesian Options by us to purchase shares of Common Stock or Series A Preferred Stock, as applicable, and the other terms set forth in the Merger Agreement). All rights with respect to Old Cartesian common stock under Old Cartesian Options assumed by the Company were converted into rights with respect to Common Stock or Series A Preferred Stock, as applicable. From and after the Effective Time: •the number of shares of Common Stock subject to each Old Cartesian Option assumed by the Company was determined by multiplying (A) the number of shares of Old Cartesian common stock that were subject to such Old Cartesian Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio (as defined in the Merger Agreement), and rounding the resulting number down to the nearest whole number of shares of Common Stock; •the per-share exercise price for Common Stock issuable upon exercise of each Old Cartesian Option assumed by the Company was determined by dividing (A) the per share exercise price of Old Cartesian common stock subject to such Old Cartesian Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; •the number of shares of Series A Preferred Stock subject to each Continuing Officer Option assumed by the Company was determined by multiplying (A) the number of shares of Old Cartesian common stock that were subject to such Continuing Officer Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio (as defined in the Merger Agreement), and (C) dividing such resulting number by 1,000 and rounding the resulting number down to the nearest 1/1000th of a share of Series A Preferred Stock; •the per share exercise price for Series A Preferred Stock issuable upon exercise of each Continuing Officer Option assumed by the Company was determined by dividing (A) the per share exercise price of Old Cartesian common stock subject to such Continuing Officer Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and (C) multiplying the resulting number by 1,000 and rounding the resulting exercise price up to the nearest whole cent; and •any restriction on the exercise of any Old Cartesian Option assumed by the Company, including the Continuing Officer Options, will continue in full force and effect and, except as expressly provided in the Merger Agreement, the term, exercisability, vesting schedule and other provisions of such Old Cartesian Option will otherwise remain unchanged. Following the Automatic Conversion, the Continuing Officer Options became exercisable for Common Stock, rather than Series A Preferred Stock. As of the effective time of the Automatic Conversion, the number of shares of Common Stock subject to each Continuing Officer Option was adjusted by multiplying (A) the number of shares of Series A Preferred Stock that were subject to such Continuing Officer Option, by (B) 33.333 and rounding the resulting number down to the nearest whole number of shares of Common Stock. The per-share exercise price for Common Stock issuable upon exercise of each Continuing Officer Option was correspondingly adjusted by dividing (A) the per-share exercise price of the Series A Preferred Stock subject to such Continuing Officer Option, by (B) 33.333 and rounding the resulting exercise price up to the nearest whole cent. As a result of the Merger, Drs. Kurtoglu and Jewell were granted Continuing Officer Options as summarized below:

  36. Old Cartesian Options and Adoption of Old Cartesian’s 2016 Stock Incentive Plan

    | Named Executive Officer | Number of Securities Underlying Unexercised Options Exercisable(1) | Number of Securities Underlying Unexercised Options Not Yet Exercisable(1) | Option Exercise Price | Option Expiration Date | | Metin Kurtoglu, M.D., Ph.D. | 213,820 | — | $1.41 | 11/6/2026 | | | 14,254 | — | $3.23 | 4/25/2031 | | | 3,563 | 10,691 | $3.23 | 2/29/2032 | | Christopher Jewell, Ph.D. | 84,638 | 57,909 | $3.23 | 1/15/2033 |

  37. Old Cartesian Options and Adoption of Old Cartesian’s 2016 Stock Incentive Plan

    (1) The Continuing Officer Options were exercisable initially only for shares of Series A Preferred Stock. Following the conversion of the majority of the Company’s outstanding shares of Series A Preferred Stock, the Continuing Officer Options were converted into options to purchase shares of Common Stock. The numbers of shares presented in this column are shares of Common Stock.

  38. Retention Bonuses

    Retention Bonuses On August 25, 2023, our Board approved a one-time cash bonus payment (each, a “Retention Bonus” and together, the “Retention Bonuses”) to certain of our then-current executive officers equal to a multiplier of that executive officer’s annual base salary for 2023, including Dr. Brunn (2x annual base salary) and Mr. Davis (2x annual base salary), provided that each such Retention Bonus recipient remains employed by us in good standing on March 31, 2024. In connection with the Merger, the Compensation Committee of the Board approved the acceleration of the payment of each Retention Bonus, each of which was paid shortly following the closing of the Merger, pursuant to retention bonus letters with each Retention Bonus recipient, provided that each Retention Bonus recipient was required to repay his Retention Bonus in the event that he or she ceased to provide services to the Company prior to June 30, 2024, unless the recipient’s termination was due to an involuntary termination of all of the recipient’s services by the Company without cause.

  39. Executive Compensation Practices

    | Retirement Programs – Other than our Section 401(k) plan generally available to all employees, we do not offer defined benefit or contribution retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our executive officers, including our Named Executive Officers.X | | No Dividends – We do not pay dividends or dividend equivalents on unvested or unearned RSUs and performance-based RSU awards.X | | No Stock Option Repricing – We do not reprice options to purchase shares of our Common Stock without stockholder approval.X |

  40. Compensation Philosophy and Guiding Principles

    Compensation Philosophy and Guiding Principles We have designed our executive compensation program to reward our executive officers, including our Named Executive Officers, at a level consistent with our overall strategic and financial performance and to provide remuneration sufficient to attract, retain, and motivate them to exert their best efforts in the highly competitive markets and industries in which we operate. We believe that competitive compensation packages consisting of a combination of base salaries, annual cash bonus opportunities, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period, enable us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executive officers with our performance and long-term value creation for our stockholders. The Compensation Committee periodically reviews and analyzes market trends and the prevalence of various compensation delivery vehicles and adjusts the design and operation of our executive compensation program from time to time as it deems necessary and appropriate. In designing and implementing the various elements of our executive compensation program, the Compensation Committee considers market and industry practices and its impact on our financial condition. While the Compensation Committee considers all of the factors in its deliberations, it places no formal weighting on any one factor. As we continue to grow, the Compensation Committee will evaluate our compensation philosophy and program objectives as circumstances require. At a minimum, we expect the Compensation Committee to review executive compensation annually.

  41. Compensation-Setting Process

    Compensation-Setting Process Role of the Compensation Committee The Compensation Committee, among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our executive officers, including our Named Executive Officers. The Compensation Committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist it in carrying out its responsibilities to determine the compensation of our executive officers. The Compensation Committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on the “Corporate Governance” section of the “Investors” page of our website at www.cartesiantherapeutics.com. While the Compensation Committee determines our overall compensation philosophy and approves the compensation of our executive officers, it relies on its compensation consultant, as well as our CEO, our CFO, our Chief People Officer, and other staff to formulate recommendations with respect to specific compensation actions. The Compensation Committee makes all final decisions regarding compensation, including base salary levels, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. The Compensation Committee meets on at least a quarterly basis and at other times as needed. The Compensation Committee periodically reviews compensation matters with our Board. At the conclusion of each year, the Compensation Committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions are (i) properly coordinated, (ii) aligned with our vision, mission, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executive officers, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the Compensation Committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements. The Compensation Committee also conducts an annual review of our executive compensation strategy to ensure that it is appropriately aligned with our business strategy and achieving our desired objectives. Further, the Compensation Committee reviews market trends and changes in competitive compensation practices, as further described below. Based on its review and assessment, the Compensation Committee, from time to time, recommends changes in our executive compensation program to our Board. The factors considered by the Compensation Committee in determining the compensation of our executive officers, including our Named Executive Officers, for 2024 included: •the recommendations of our CEO (except with respect to his own compensation) as described below; •our corporate growth and other elements of financial and operational performance; •our corporate and individual achievements against one or more short-term and long-term performance objectives; •the individual performance of each executive officer against his management objectives; •a review of the relevant competitive market analysis prepared by its compensation consultant (as described below); •the expected future contribution of the individual executive officer; •historical compensation awards we have made to our executive officers; and •internal pay equity based on the impact on our business and performance. The Compensation Committee did not weight these factors in any predetermined manner, nor did it apply any formulas in making its decisions. The members of the Compensation Committee considered this information in light of their individual experience, knowledge of the Company, knowledge of each executive officer, knowledge of the competitive market, and business judgment in making their decisions regarding executive compensation and our executive compensation program. As part of this process, the Compensation Committee also evaluates the performance of our CEO each year and makes all decisions regarding his base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. Our CEO is not present during any of the deliberations regarding his compensation.

  42. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determined in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Compensation Committee. In 2024, pursuant to this authority, the Compensation Committee re-engaged Compensia, a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the Compensation Committee by Compensia in 2024 were as follows: •developed and subsequently updated the compensation peer group; •provided advice with respect to compensation best practices and market trends for executive officers and members of our Board; •conducted an analysis of the levels of overall compensation and each element of compensation for of our executive officers and non-executive employees; •conducted an analysis of the levels of overall compensation and each element of compensation for the members of our Board; and •provided ad hoc advice and support throughout the year. Representatives of Compensia attended meetings of the Compensation Committee as requested and also communicated with the Compensation Committee outside of meetings. Compensia reported to the Compensation Committee rather than to management, although Compensia was permitted to meet with members of management, including our CEO and members of our executive compensation staff, for purposes of gathering information on proposals that management may make to the Compensation Committee. During 2024, Compensia met with various executive officers to collect data and obtain management’s perspective on various executive compensation proposals. Compensia has not provided any other services to us nor received any compensation other than with respect to the services described above. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable Nasdaq listing standards, and has concluded that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee has not raised any conflict of interest.

  43. Competitive Positioning

    Competitive Positioning The Compensation Committee believes that the competitive market for executive talent includes the biotechnology industry broadly. Accordingly, it develops a compensation peer group to contain a carefully selected cross-section of such public biotechnology companies using factors described below, with employee sizes, therapeutic focuses, stages of development and market capitalizations that are similar to ours. This data is supplemented with executive compensation survey data representing both public and private biotechnology and life sciences companies that are of similar size. The Compensation Committee considers the compensation practices of these peer group companies as one factor in its compensation deliberations.

  44. Compensation Peer Group

    Compensation Peer Group As part of its deliberations, the Compensation Committee considers competitive market data on executive compensation levels and practices and a related analysis of such data. This data is drawn from a select group of peer companies developed by the Compensation Committee, as well as compensation survey data. In 2024, the Compensation Committee directed Compensia to formulate a group of peer companies to be used as a reference for market positioning and for assessing competitive market practices. Compensia undertook a detailed review of the pool of U.S.-based publicly traded companies, taking into consideration our industry and sector, the size of such companies (based on revenues and market capitalization) relative to our size and growth rate, and the following additional factors: •the company’s stage of clinical development; •the company’s area(s) of therapeutic focus; •the company’s market capitalization; •the comparability of the company’s organizational complexities and growth attributes; •the comparability of the company’s business focus and corporate strategy; and •the comparability of the company’s operational performance (for consistency with our strategy and future performance expectations). Following this review, Compensia recommended to the Compensation Committee the following peer group to consist of 20 publicly traded biotechnology companies, which the Compensation Committee subsequently approved. The selected companies had market capitalizations ranging from approximately $120 million to approximately $1.3 billion, with a median of approximately $347 million. The companies comprising the updated compensation peer group were as follows:

  45. Compensation Peer Group

    | 4D Molecular Therapeutics | Cogent Biosciences | MeiraGTx | | Adicet Bio | Editas Medicine | Precigen | | Advernum Biotechnologies | Immunic | REGENXBIO | | Allogene Therapeutics | Inovio Pharmaceuticals | Replimune Group | | AnaptysBio | iTeos Therapeutics | Sana Biotechnology | | Cabaletta Bio | Jasper Therapeutics | Viridian Therapeutics | | Caribou Biosciences | Lineage Cell Therapeutics | Voyager Therapeutics |

  46. Compensation Peer Group

    We do not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, upon any type of benchmarking to a peer or other representative group of companies. The Compensation Committee believes that information regarding the compensation practices at other companies is useful in at least two respects. First, the Compensation Committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. This information is only one of several factors that the Compensation Committee considers, however, in making its decisions with respect to the compensation of our executive officers.

  47. Compensation Elements

    Compensation Elements The three primary elements of our executive compensation programs are: (1) base salary, (2) annual cash bonus opportunities, and (3) long-term incentives in the form of equity awards, as described below. Additionally during the year ended December 31, 2023, we utilized non-recurring retention bonuses.

  48. Compensation Elements

    | Compensation Element | What This Element Rewards | Purpose and Key Features of Element | | Base salary | Individual performance, level of experience, expected future performance and contributions. | Provides competitive level of fixed compensation determined by the market value of the position, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position. | | Annual cash bonuses | Achievement of pre-established corporate and individual performance objectives (for 2024, focused on the advancement of our pipeline, corporate strategy and business development, manufacturing and Merger integration, culture and engagement, and the Company’s financials, as well as management objectives). | Motivate executive officers to achieve certain corporate objectives and drive the company’s value. Generally, performance levels are established to incentivize our executive officers to achieve or exceed performance objectives. For 2024, payouts for corporate performance objectives were not weighted individually, and the Compensation Committee had discretion to determine payouts based on overall achievement of the corporate goals as a group, taking into account overachievement on certain objectives, if applicable. Payouts for individual performance objectives could range from 0% to an undetermined percentage. | | Retention bonuses | Maintain a stable management team and retain key Company talent through short-term market volatility and changes in corporate strategy. | Designed to stabilize the executive leadership team and reduce the possibility of turnover. These non-recurring retention bonuses awarded during the year ended December 31, 2023 were subject to repayment in the event the award recipient resigned other than for “Good Reason” or was earlier terminated by the Board of Directors prior to June 30, 2024. | | Long-term incentives/equity awards | Achievement of corporate and individual performance objectives designed to enhance long-term stockholder value and attract, retain, motivate, and reward executive officers over extended periods for achieving important corporate objectives. Time-based vesting requirements promote retention of highly-valued executive officers. | Annual equity awards that vest over four years and provide a variable “at risk” pay opportunity. Because the ultimate value of these equity awards is directly related to the market price of our Common Stock, and the awards are only earned over an extended period of time subject to vesting, they serve to focus management on the creation and maintenance of long-term stockholder value and also provide retentive value to key employees. |

  49. Compensation Elements

    Our executive officers also participate in the standard employee benefit plans available to all of our employees. In addition, our executive officers are eligible for modest post-employment (severance and change in control) payments and benefits under certain circumstances. Each of these compensation elements is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation and a discussion of the amounts of compensation paid to our executive officers, including our Named Executive Officers, in 2024 under each of these elements.

  50. Annual Cash Bonuses

    Annual Cash Bonuses We use annual bonuses paid to motivate our executive officers, including our Named Executive Officers, to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executive officers. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year. Typically, the Compensation Committee establishes cash bonus opportunities pursuant to a set of board-approved corporate goals that measures and rewards our executive officers for our actual corporate and their individual performance over our fiscal year. The cash bonus plan is designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses when we do not achieve these objectives. In December 2024, the Compensation Committee determined to award cash bonus opportunities to our executive officers, including our Named Executive Officers, pursuant to the 2024 Bonus Plan. Under the 2024 Bonus Plan, the Compensation Committee had the authority to select the performance measures and related target levels applicable to the annual cash bonus opportunities for our executive officers. The performance measures involving our financial results could be determined in accordance with generally accepted accounting principles (“GAAP”), or such financial results could consist of non-GAAP financial measures, and any actual results were subject to adjustment by the Compensation Committee for one-time items or unbudgeted or unexpected items when determining whether the target levels for the performance measures had been met. Individual performance objectives could be established on the basis of any factors the Compensation Committee determined relevant, and were subject to adjustment on an individual, divisional, business unit, or Company-wide basis. Under the 2024 Bonus Plan, the Compensation Committee could, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual bonus payment, and/or increase, reduce, or eliminate the amount allocated to the bonus pool for the year. Further, the actual bonus payment for any participant could be below, at, or above a participant’s target bonus opportunity, in the Compensation Committee’s sole discretion. The Compensation Committee could determine the amount of any reduction on the basis of such factors as it deemed relevant, and it was not required to establish any allocation or weighting with respect to the factors it considers. During 2024, the Compensation Committee did not exercise any such individual discretion in determining bonus payouts.

  51. Target Bonus Opportunities

    Target Bonus Opportunities For 2024, the target annual cash bonus opportunities for each of our Named Executive Officers under the 2024 Bonus Plan, expressed as a percentage of his annual base salary, were as follows:

  52. Target Bonus Opportunities

    | Named Executive Officer | Annual Base Salary | Target Bonus Opportunity (as a percentage of base salary) | Target Bonus Opportunity | Actual Bonus Payout | | Carsten Brunn, Ph.D. | $642,720 | 55% | $353,500 | $459,545 | | Blaine Davis | $462,000 | 40% | $184,800 | $240,240 | | Metin Kurtoglu, M.D., Ph.D. (1) | $440,000 | 40% | $176,000 | $228,800 | | Christopher Jewell, Ph.D. (2) | $420,000 | 40% | $168,000 | $218,400 |

  53. Target Bonus Opportunities

    (1) Dr. Kurtoglu was appointed to serve as the Company’s Chief Operating Officer on November 13, 2023. On March 28, 2024, Dr. Kurtoglu’s title was changed to Chief Technology Officer. (2) Dr. Jewell was appointed to serve as the Company’s Chief Scientific Officer on November 13, 2023.

  54. 2024 Performance Results and Bonus Decisions

    2024 Performance Results and Bonus Decisions In December 2024, the Compensation Committee determined that our actual achievement with respect to the corporate performance objectives under the 2024 Bonus Plan was as follows:

  55. 2024 Performance Results and Bonus Decisions

    | Corporate Performance Measure | 2024 Target Achievement % | | Pipeline Development | 130% | | Corporate Strategy and Business Development | 130% | | Finance | 130% |

  56. 2024 Performance Results and Bonus Decisions

    The corporate performance measures that factored into the Compensation Committee’s determination included: (i) pipeline development goals, including advancing our clinical programs for Descartes-08 in MG, Descartes-08 in systemic lupus erythematosus, and Descartes-15; (ii) corporate strategy including considerations on manufacturing, successful Merger integration, and strengthening the Company’s position and reputation among the investment community; and (iii) financial goals, including operating within budget. The Compensation Committee determined that, based on our actual performance with respect to each corporate performance measure, the corporate performance objectives had been achieved, in the aggregate, at a 130% level. Based on its review of our overall corporate performance, the Compensation Committee approved bonus payments as follows for our Named Executive Officers:

  57. 2024 Performance Results and Bonus Decisions

    | Named Executive Officer | Target Annual Cash Bonus Opportunity | Amount Related to Corporate Performance Objectives | Actual Annual Cash Bonus Payment | Percentage of Target Annual Cash Bonus Opportunity | | Carsten Brunn, Ph.D. | $353,500 | $353,500 | $459,545 | 130% | | Blaine Davis | $184,800 | $184,800 | $240,240 | 130% | | Metin Kurtoglu, M.D., Ph.D.(1) | $176,000 | $176,000 | $228,800 | 130% | | Christopher Jewell, Ph.D.(2) | $168,000 | $168,000 | $218,400 | 130% |

  58. 2024 Performance Results and Bonus Decisions

    (1) Dr. Kurtoglu was appointed to serve as the Company’s Chief Operating Officer on November 13, 2023. On March 28, 2024, Dr. Kurtoglu’s title was changed to Chief Technology Officer.

  59. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to motivate our executive officers, including our Named Executive Officers, by providing them with the opportunity to build an equity interest in the Company and to share in the potential appreciation of the value of our Common Stock. Historically, we have relied on options to purchase shares of our Common Stock and, beginning in 2018, RSU awards that may be settled for shares of our Common Stock as the principal vehicles for delivering long-term incentive compensation opportunities to our executive officers. The Compensation Committee views equity awards, whether the awards are subject to time-based vesting requirements or are to be earned based on the attainment of specific performance objectives, as inherently variable since the grant date fair value of these awards may not necessarily be indicative of their value when, and if, the shares of our Common Stock underlying these awards are ever earned or purchased. Additionally, the Compensation Committee believes these awards reward the individual performance of participants, in contrast to stock options, which only provide value to participants if the Company’s stock price appreciates. The Compensation Committee further believes these awards enable us to attract and retain key talent in our industry and aligns our executive officers’ interests with the long-term interests of our stockholders. Generally, in determining the size of the equity awards granted to our executive officers the Compensation Committee takes into consideration the recommendations of our CEO (except with respect to his own equity award), as well as the factors described above. The Compensation Committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value. In December 2023, the Compensation Committee approved equity awards for our executive officers, including our Named Executive Officers, in recognition of our financial and operational results and each executive officer’s individual performance for 2023, as well as for retentive purposes. In determining the amount of each executive officer’s equity award, the Compensation Committee took into consideration the recommendations of our CEO (except with respect to his own equity award), as well as the factors described above. The Compensation Committee also considered the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. These equity awards consisted of both options to purchase shares of our Common Stock and RSU awards that may be settled for shares of our Common Stock. The equity awards approved in December 2023 and granted to our Named Executive Officers in January 2024 were as follows:

  60. Long-Term Incentive Compensation

    | Named Executive Officer | Stock Options (Number of Shares) | RSU Awards (Number of Shares) | | Carsten Brunn, Ph.D. | 199,033 | 155,136 | | Blaine Davis | 103,666 | 80,800 | | Metin Kurtoglu, M.D., Ph.D.(1) | 65,499 | 51,033 | | Christopher Jewell, Ph.D. (2) | 33,265 | 25,940 |

  61. Long-Term Incentive Compensation

    (1) Dr. Kurtoglu was appointed to serve as the Company’s Chief Operating Officer on November 13, 2023. On March 28, 2024, Dr. Kurtoglu’s title was changed to Chief Technology Officer. (2) Dr. Jewell was appointed to serve as the Company’s Chief Scientific Officer on November 13, 2023. The options to purchase shares of our Common Stock granted to our executive officers, including the Named Executive Officers, in January 2024 were subject to a time-based vesting requirement providing that these options are to vest as to 25% of the shares of our Common Stock subject to the option on the first anniversary of the date of grant and as to the remaining 75% of the total number of shares to vest in equal annual installments thereafter, assuming the continued service of the executive officers on each such vesting date. The RSU awards granted to our executive officers, including the Named Executive Officers, in January 2024 were subject to a time-based vesting requirement providing that these awards are to vest as to 25% of the shares of our Common Stock subject to the award in four equal annual installments, each on the anniversary of the grant date, such that on the fourth anniversary of the grant date, the award would be fully vested, assuming the continued service of the executive officers on each such vesting date.

  62. Welfare and Health Benefits

    Welfare and Health Benefits We maintain a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code, as amended (the “Code”), for our employees, including our executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service that provides them with an opportunity to save for retirement on a tax-advantaged basis. We intend for this plan to qualify under Sections 401(a) and 501(a) of the Code so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until distributed from the applicable plan. In addition, all contributions are deductible by us when made. All participants’ interests in their deferrals are 100% vested when contributed under both plans. In 2024, we matched 50% of contributions made by participants in the 401(k) plan up to a maximum Company match of 6% of an employee’s annual cash compensation. Company matches vest over two years with 25% vesting in year one and 100% vesting in year two. Under the plan, pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. In addition, we provide other benefits to our executive officers, including our Named Executive Officers, on the same basis as all of our full-time employees. These benefits include health, dental and vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. We also provide a flexible vacation policy, including unlimited paid time off and other paid holidays to all employees, including our executive officers. We do not offer our employees a non-qualified deferred compensation plan or pension plan. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market and our employees' needs.

  63. Employment Agreements

    Employment Agreements During the period of their service with our Company, and in the cases of Dr. Jewell and Dr. Kurtoglu, since March 26, 2024 and March 28, 2024, respectively, we had employment agreements in place with each of our executive officers, including our CEO and our other Named Executive Officers to whom we have extended a written offer letter. Each of these arrangements was approved on our behalf by our Board or the Compensation Committee, as applicable, or by the CEO, subject to his authority as granted by the Board. We believe that these arrangements were appropriate to induce these individuals to forego other employment opportunities or leave their current employer for the uncertainty of a demanding position in a new and unfamiliar organization. In filling these executive positions, our Board or the Compensation Committee, as applicable, was aware that it would be necessary to recruit candidates with the requisite experience and skills to manage a growing business in a dynamic and ever-changing environment. Accordingly, it recognized that it would need to develop competitive compensation packages to attract qualified candidates in a highly competitive labor market. At the same time, our Board or the Compensation Committee, as applicable, was sensitive to the need to integrate new executive officers into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations. Each of these employment agreements provides for “at will” employment and sets forth the initial compensation arrangements for the Named Executive Officer, including an initial base salary, a target annual cash bonus opportunity, and, in some instances, a recommendation for an equity award in the form of a stock option to purchase shares of our Common Stock.

  64. Post-Employment Compensation

    Post-Employment Compensation All of our Named Executive Officers entered into employment agreements that provide for post-employment compensation in the event of a change-in-control or if the Named Executive Officer is fired without Good Reason, as defined in each employment agreement. These agreements require us to provide certain payments and benefits upon a qualifying termination of employment, which includes a termination of employment without cause or where the Named Executive Officer resigns with good reason, within three months preceding or 12 months following a change in control of the Company. The receipt of these payments and benefits are contingent upon the Named Executive Officer’s execution, delivery, and non-revocation of a release and waiver of claims satisfactory to us following the separation from service. In addition, for six months following termination of employment, and as a condition to the payments and benefits, the Named Executive Officer must cooperate with any transition efforts that we request and must not disparage us, or our directors, officers, or employees. Our Named Executive Officers are eligible to receive severance payments and benefits upon a qualifying termination of employment in connection with a change in control of our Company. In addition, the outstanding RSU awards held by our Named Executive Officers provide for vesting and acceleration pursuant to a provision that supersedes any acceleration that would have been provided under their employment agreements. We believe that the severance policy serves several objectives. First, it eliminates the need to negotiate separation payments and benefits on a case-by-case basis. It also helps assure an executive officer that his or her severance payments and benefits are comparable to those of other executive officers with similar levels of responsibility and tenure. Further, it acts as an incentive for our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a change-in-control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction. Finally, the severance policy is easier for us to administer, as it requires less time and expense. The severance policy contemplates that the payments and benefits in the event of a change in control of the Company are payable only upon a “double trigger”; that is, only following a change in control and a qualifying termination of employment, including a termination of employment without cause or a resignation for good reason, and in each case requires that the Named Executive Officer execute a release of claims in our favor. In addition, the severance policy provides payments and benefits to our Named Executive Officers for qualified terminations of employment unrelated to a change in control of the Company.

  65. Other Policies

    Other Policies Compensation Recovery Policy Effective as of October 2, 2023, the Compensation Committee adopted a new executive compensation recovery policy (the “Clawback Policy”). Under the Clawback Policy, the Board, in its limited discretion, or, if so designated by the Board, the Compensation Committee, shall seek to recover, in the case that the Company is required to prepare an accounting restatement, subject to limited exceptions, any incentive-based compensation (whether in the form of cash or equity) in excess of the amount of incentive-based compensation that otherwise would have been received had it been determined in accordance with the accounting restatement, from any of its executive officers, as designated as such by the Board under Section 16 of the Exchange Act, and Rule 3b-7 under the Exchange Act, who have been designated as such over any period in the three fiscal years since the date the Company is required to prepare such an accounting restatement, whether or not the event the executive officer is deemed responsible for an event that results or resulted in a restatement of the Company’s financial disclosures as a result of fraud or misconduct. Further, we operate under the requirements of Section 304 of the Sarbanes-Oxley Act of 2002, as applicable to all public companies, under which our Board may seek reimbursement from our CEO and CFO if, as a result of their misconduct, we restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws. Equity Award Grant Policy We have adopted an equity award grant policy that provides the following guidelines to be observed by the Compensation Committee and our Board in administering the grant of equity awards under our equity compensation plans: Under the current Cartesian Therapeutics, Inc. Amended and Restated 2016 Incentive Award Plan (as in effect as of the date hereof, the “2016 Plan”), equity awards may be granted to our employees, non-employee directors, and consultants. The exercise price of any option to purchase shares of our Common Stock may not be less than the fair market value of our Common Stock on the date of grant. Stock option awards expire no longer than ten years after the date of grant. Equity awards granted under our Cartesian Therapeutics, Inc. Amended and Restated 2018 Employment Inducement Incentive Award Plan (as in effect as of the date hereof, the “2018 Plan”) may only be granted to employees as a means of inducing them to commence employment with the Company as an initial equity grant, and equity awards under the 2018 Plan are granted with the same limitations on pricing and expiration as are included in the 2016 Plan. Equity awards under the Old Cartesian Plan may only be granted to employees and are granted with the same limitations on pricing and expiration as are included in the 2016 Plan. We may grant up to $100,000 per year in incentive stock options to employees, subject to the limitations of Section 422 of the Code and the regulations issued thereunder. For more information on the Old Cartesian Plan and how any awards granted thereunder to our Named Executive Officers were treated in the Merger, please see the section entitled “—Merger” above. Derivatives Trading, Hedging, and Pledging Policies We have adopted a policy prohibiting our employees, including our executive officers, and members of our Board from speculating in our equity securities, including the use of short sales, “sales against the box” or any equivalent transaction involving our equity securities. In addition, they may not engage in any other hedging transactions, such as “cashless” collars, forward sales, equity swaps and other similar or related arrangements, with respect to the securities that they hold. Finally, no employee, including an executive officer or member of our Board may acquire, sell, or trade in any interest or position relating to the future price of our equity securities. We also have adopted a policy prohibiting the pledging of our Common Stock by our employees, including our executive officers, and members of our Board. Insider Trading Policy We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to directors, officers and employees of the Company, as well as certain other covered persons. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A full copy of the policy can be found filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024. Our Insider Trading Policy prohibits our employees, including officers and directors, from (i) engaging in hedging transactions (whether through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, exchange funds, or otherwise) involving the Company’s securities and (ii) pledging the Company’s securities as collateral for loans of any type without the prior approval of the Chief Executive Officer, Chief Financial Officer, or General Counsel. Executive officers seeking to pledge the Company’s securities as collateral must receive approval from the Compensation Committee. No such pledges by executive officers were approved during 2024.

  66. Tax and Accounting Considerations

    Tax and Accounting Considerations Deductibility of Executive Compensation Section 162(m) of the Code generally disallows a deduction for federal income tax purposes to any publicly-traded corporation for any remuneration in excess of $1 million paid in any taxable year to its chief executive officer and each of the three other most highly compensated executive officers (other than its chief financial officer). Generally, remuneration in excess of $1 million may be deducted if, among other things, it qualifies as “performance-based compensation” within the meaning of the Code or qualifies for a different exemption. In this regard, the compensation income realized upon the exercise of options to purchase shares of the granting company’s securities granted under a stockholder-approved stock option plan generally will be deductible so long as the options are granted by a committee whose members are outside directors and certain other conditions are satisfied. Conversely, the compensation income realized upon the vesting of RSU awards that are subject to time-based vesting requirements generally will not be deductible since such awards do not qualify as “performance-based compensation.” The Compensation Committee seeks to qualify the incentive compensation paid to the covered executive officers for the “performance-based compensation” exemption from the deduction limit under Section 162(m) when it believes such action is in our best interests. In approving the amount and form of compensation for our executive officers, the Compensation Committee believes that the potential deductibility of the compensation payable under those plans and arrangements should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. Accordingly, the Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of the Section 162(m) deduction limit. For that reason, the Compensation Committee may deem it appropriate to provide one or more executive officers with the opportunity to earn incentive compensation, whether through cash incentive awards tied to our financial performance or equity incentive awards tied to the executive officer’s continued service, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Code. The Compensation Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation. Taxation of Nonqualified Deferred Compensation Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the Compensation Committee intends to administer our executive compensation program and design individual compensation components, as well as the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A. Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2024 and we have not agreed and are not otherwise obligated to provide any executive officers, including any Named Executive Officer, with such a “gross-up” or other reimbursement payment. Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards. ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our Common Stock and restricted stock awards for shares of our Common Stock to our executive officers, based on their fair values. The application of ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black-Scholes-Merton valuation model that we use to determine the fair value of stock options. These inputs are based upon assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the options. As required under GAAP, we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously. For performance-based stock awards, we also must apply judgment in determining the periods when, and if, the related performance targets become probable of being met. ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including one of our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).

  67. Executive and Director Compensation

    Executive and Director Compensation

  68. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  69. 2024 Summary Compensation Table

    | Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | Carsten Brunn, Ph.D. | 2024 | 642,720 | — | 3,071,706 | 3,138,074 | 459,545 | 2,166 | 7,314,211 | | President and Chief Executive Officer | 2023 | 618,228 | 1,323,000 | 319,564 | 1,123,658 | 343,200 | 2,384,233 | 6,111,883 | | Blaine Davis | 2024 | 462,000 | — | 1,599,840 | 1,634,460 | 240,240 | 34,872 | 3,971,412 | | Chief Financial Officer | 2023 | 440,000 | 880,000 | — | — | 176,000 | 998,759 | 2,494,759 | | Metin Kurtoglu, M.D., Ph.D. (6) | 2024 | 431,539 | — | 1,010,460 | 1,032,697 | 228,800 | 9,568 | 2,713,064 | | Chief Technology Officer | 2023 | 50,313 | — | — | — | 20,930 | — | 71,243 | | Christopher Jewell, Ph.D. (7) | 2024 | 411,923 | — | 513,612 | 524,476 | 218,400 | 19,343 | 1,687,754 | | Chief Scientific Officer | 2023 | 37,500 | — | — | — | 15,600 | — | 53,100 |

  70. 2024 Summary Compensation Table

    (1)These amounts represent actual earnings for the calendar year, which may be impacted by, among other things, hire date and the timing of any salary increases made during the year. (2)These amounts include a one-time bonus of $75,000 for Dr. Brunn for efforts to deliver the positive topline data for the Company’s DISSOLVE I and DISSOLVE II Phase 3 clinical trials and retention bonuses. (3)Represents the aggregate grant date fair value of stock and option awards computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For a description of the assumptions used in valuing these awards, see Note 13 to our consolidated audited financial statements included in our 2024 Annual Report. (4)Represents amounts earned under our annual performance-based bonus program. For additional information, see “—Performance Bonuses” below. (5)For Dr. Brunn, the amount for 2024 includes $966 representing payments on Dr. Brunn’s term life insurance policy and $1,200 representing reimbursement for cell phone expenses. The amount for 2023 includes $2,383,268 for settlement of outstanding awards as of November 13, 2023 in connection with the Merger and $965 representing payments on Dr. Brunn’s term life insurance policy. For Mr. Davis, the amount for 2024 includes $966 representing payments on Mr. Davis’ term life insurance policy, $900 representing reimbursement for cell phone expenses, $10,350 representing our 401(k) matching contributions, and $22,656 representing accrued vacation as of March 31, 2024 paid upon the adoption of unlimited paid time off policy. The amount for 2023 includes $987,500 for settlement of outstanding awards as of November 13, 2023 in connection with the Merger, $459 representing payments on Mr. Davis’ term life insurance policy, $900 representing reimbursement for cell phone expenses, and $9,900 representing our 401(k) matching contributions. For Dr. Kurtoglu, the amount for 2024 includes $630 representing payments on Dr. Kurtoglu’s term life insurance policy, $900 representing reimbursement for cell phone expenses, and $8,038 representing accrued vacation as of March 31, 2024 paid upon the adoption of unlimited paid time off policy. For Dr. Jewell, the amount for 2024 includes $420 representing payments on Dr. Jewell’s term life insurance policy, $900 representing reimbursement for cell phone expenses, $10,350 representing our 401(k) matching contributions, and $7,673 representing accrued vacation as of March 31, 2024 paid upon the adoption of unlimited paid time off policy. (6)Dr. Kurtoglu was appointed Chief Operating Officer on November 13, 2023. On March 28, 2024, Dr. Kurtoglu’s title was changed to Chief Technology Officer. (7)Dr. Jewell was appointed Chief Scientific Officer on November 13, 2023.

  71. Outstanding Equity Awards At 2024 Fiscal Year End

    Outstanding Equity Awards At 2024 Fiscal Year End

  72. Outstanding Equity Awards At 2024 Fiscal Year End

    | | Option Awards | | | | | | Stock Awards | | | Name | Grant date | Vesting Commencement Date (1) | Number of securities underlying unexercised options (#) exercisable (2)(3) | Number of securities underlying unexercised options (#) unexercisable (2)(3) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (3)(4) | Market value of shares or units of stock that have not vested ($) (5) | | Carsten Brunn, Ph.D. | 1/2/2024 | 1/2/2024 | — | 199,033 | 19.656 | 1/1/2034 | | | | | 1/2/2024 | 1/2/2024 | | | | | 155,136 | 2,778,486 | | Blaine Davis | 1/2/2024 | 1/2/2024 | — | 103,666 | 19.656 | 1/1/2034 | | | | | 1/2/2024 | 1/2/2024 | | | | | 80,800 | 1,447,128 | | Metin Kurtoglu, M.D., Ph.D. (6) | 11/7/2016 (7) | 11/7/2016 | 79,099 | — | 1.41 | 11/6/2026 | | | | | 4/26/2021 (7) | 4/26/2021 | 14,254 | — | 3.23 | 4/25/2031 | | | | | 3/1/2022 (7) | 3/1/2022 | 7,127 | 7,127 | 3.23 | 2/29/2032 | | | | | 1/2/2024 | 1/2/2024 | — | 65,499 | 19.656 | 1/1/2034 | | | | | 1/2/2024 | 1/2/2024 | | | | | 51,033 | 914,001 | | Christopher Jewell, Ph.D. (8) | 1/16/2023 (7) | 1/16/2023 | 60,089 | 16,343 | 3.23 | 1/15/2033 | | | | | 1/2/2024 | 1/2/2024 | — | 33,265 | 19.656 | 1/1/2034 | | | | | 1/2/2024 | 1/2/2024 | | | | | 25,940 | 464,585 |

  73. Outstanding Equity Awards At 2024 Fiscal Year End

    (1)All equity awards are subject to accelerated vesting in the event of a termination without cause or resignation for good reason within 12 months following a change in control pursuant to the terms of the Named Executive Officers’ employment agreements. (2)Options granted January 2, 2024 vest as to 25% of the total shares underlying the option on the first anniversary of the vesting commencement date and in equal annual installments over the following three years, subject to the holder’s continued employment with us through the applicable vesting date. (3)On March 27, 2024, we held the March 2024 Special Meeting. At the March 2024 Special Meeting, our stockholders approved, and our Board subsequently implemented, a 1-for-30 reverse stock split of all then-outstanding shares of our Common Stock and the conversion of our Series A Preferred Stock into shares of Common Stock. (4)All restricted stock units vest in four equal annual installments beginning on the first anniversary of the vesting commencement date, subject to employees continued employment with us through the applicable vesting date. (5)Based on the closing price of our Common Stock of $17.91 on December 31, 2024, the last trading day of the fiscal year ended December 31, 2024. (6)Dr. Kurtoglu was appointed Chief Operating Officer on November 13, 2023. On March 28, 2024, Dr. Kurtoglu’s title was changed to Chief Technology Officer. (7)On November 13, 2023, we acquired Old Cartesian in the Merger. These options to purchase Old Cartesian common stock were converted into options to purchase shares of Series A Preferred Stock in connection with the Merger. At the March 2024 Special Meeting, our stockholders approved, and our Board subsequently implemented, a 1-for-30 reverse stock split of all then-outstanding shares of our Common Stock and the conversion of our Series A Preferred Stock into shares of Common Stock. Following the Automatic Conversion, options previously exercisable for shares of Series A Preferred Stock may be exercised solely for shares of Common Stock. (8)Dr. Jewell was appointed Chief Scientific Officer on November 13, 2023.

  74. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we must annually disclose in our proxy statement the relationship between our performance and the “compensation actually paid” to our Principal Executive Officer (“PEO”) and our non-PEO Named Executive Officers (collectively, the “Non-PEO NEOs”). The following table sets forth additional compensation information of our PEO and our Non-PEO NEOs along with our total shareholder return and our net income (loss) for the fiscal years ended December 31, 2024, 2023, and 2022.

  75. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | Net (Loss) Income (4) ($ thousands) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2024 | $7,314,211 | $6,543,925 | $2,790,743 | $2,529,608 | $21.13 | $(77,424) | | 2023 | $6,111,883 | $6,379,295 | $1,819,522 | $1,836,461 | $24.40 | $(219,710) | | 2022 | $4,292,242 | $(588,622) | $1,662,966 | $164,883 | $34.66 | $35,379 |

  76. Pay versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Brunn for each corresponding year in the “Total” column of the Summary Compensation Table. The dollar amounts reported in column (d) represent the average of the amounts reported for our Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for 2024, Blaine Davis, Metin Kurtoglu, M.D., Ph.D., and Christopher Jewell, Ph.D.; for 2023, Blaine Davis, Peter G. Traber, M.D., Lloyd Johnston, Ph.D., Metin Kurtoglu, M.D., Ph.D., and Christopher Jewell, Ph.D.; and for 2022, Blaine Davis, Kevin Tan, Peter G. Traber, M.D., Takashi Kei Kishimoto, Ph.D. and Lloyd Johnston, Ph.D. (2) The table below describes the adjustments, each of which is required by SEC rules, to calculate Compensation Actually Paid amounts from the Summary Compensation Total:

  77. Pay versus Performance

    | Year | Named Executive Officers | Summary Compensation Table Total | Deduct Reported Value of Equity Awards Granted in the Year | Add Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Value of Unvested Prior Equity Awards | Year over Year Change in Value of Vested Prior Equity Awards | Deduct Value of Prior Equity Awards that Failed to Meet Vesting Conditions in the Year | Compensation Actually Paid | | 2024 | PEO | $7,314,211 | $(6,209,780) | $5,439,494 | $— | $— | $— | $— | $6,543,925 | | | Non-PEO NEOs Average | $2,790,743 | $(2,105,182) | $1,844,047 | $— | $— | $— | $— | $2,529,608 | | 2023 | PEO | $6,111,883 | $(1,443,222) | $— | $1,768,318 | $— | $(57,684) | $— | $6,379,295 | | | Non-PEO NEOs Average | $1,819,522 | $(310,158) | $— | $379,350 | $— | $(52,253) | $— | $1,836,461 | | 2022 | PEO | $4,292,242 | $(3,377,578) | $934,511 | $— | $(1,415,406) | $(1,022,391) | $— | $(588,622) | | | Non-PEO NEOs Average | $1,662,966 | $(1,163,216) | $414,344 | $— | $(322,827) | $(196,484) | $(229,900) | $164,883 |

  78. Pay versus Performance

    (3) Total Shareholder Return for each year reflects what the cumulative value of $100 would be if such amount were invested into our Company for that applicable year on December 31, 2021. (4) Net (loss) or income as reported in our consolidated statements of operations and comprehensive (loss) income in our Annual Report on Form 10-K for the applicable year.

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

    Analysis of the Information Presented in the Pay Versus Performance Table The following chart sets forth the relationship between Compensation Actually Paid to Our PEO, the average of Compensation Actually Paid to Our Non-PEO NEOs and our total shareholder return over the period covering fiscal years 2022, 2023, and 2024. A large component of our executive compensation is equity-based to align compensation with performance, but also includes other appropriate incentives such as cash bonuses that are designed to incentivize our executives to achieve annual corporate goals. We believe the equity-based compensation strongly aligns our PEO and Non-PEO NEOs’ interests with those of our shareholders to maximize long-term value and encourage long-term employment.

  80. Director Compensation

    Director Compensation We maintain a compensation program for our non-employee directors. Under our non-employee director compensation program as in effect during 2024, each non-employee director received the following amounts for their services on our Board: Initial Equity Award. Upon a director’s initial election or appointment to our Board, the director received an option to purchase 7,600 shares (or, with respect to the Chairman of the Board, 8,266 shares) of our Common Stock, which award vests in substantially equal monthly installments over three years following the date of grant, subject to accelerated vesting upon a change in control and 5,933 RSUs to vest in three substantially equal annual installments, subject to accelerated vesting upon a change in control. Each non-employee director who was providing service on January 2, 2024 also received an initial equity award on such date. Annual Equity Award. If a director has served on our Board for at least six months as of the first business day in January of each year, the director of the Board received an option to purchase 3,800 shares of our Common Stock and 2,600 RSUs on that date, which awards vest in a single installment on the first anniversary of the date of grant, subject to accelerated vesting upon a change in control. If such non-employee director served as the Chairman of the Board as of the first business day in January of each year, that non-employee director received an option to purchase 4,000 shares of our Common Stock that date, subject to the same vesting terms. Annual Retainer Fees. In addition to option grants, each director received an annual retainer for service on our Board and additional fees for service on a committee of our Board as follows: •annual director fee of $40,000; •chairman of the board, $30,000 and lead independent director, $25,000; •chairman of the Audit Committee, $15,000; •Audit Committee member other than the chairman, $7,500; •chairman of the Compensation Committee, $12,000; •Compensation Committee member other than the chairman, $6,000; •chairman of the Nominating and Corporate Governance Committee, $10,000; •Nominating and Corporate Governance Committee member other than the chairman, $5,000; •chairman of the now-disbanded Research and Development Committee, $12,000; and •member of the now-disbanded Research and Development Committee other than the chairman, $6,000. Director fees are paid in arrears in four equal quarterly installments not later than the fifteenth day following the final day of each calendar quarter, provided that the amount of each payment is prorated for any portion of a quarter that a director is not serving on our Board. Each member of our Board is entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee of the Board on which he or she serves. On March 20, 2024, the Board approved the following amendment to our non-employee director compensation program: •Following the disbanding of the Research & Development Committee and the formation of the Science and Technology Committee, an annual retainer in the amount of $12,000 was established for the chairman of the Science and Technology Committee, and in the amount of $6,000 for each member of the Committee other than the chairman. Following review of a competitive assessment performed by Compensia, effective December 12, 2024, the Board approved the following amendments to our non-employee director compensation program, which are intended to align our program with the median of market: •Increasing the annual equity awards from options to purchase 4,000 shares of Common Stock to options to purchase 8,000 shares of Common Stock for the Chairman of the Board and from options to purchase 3,800 shares of Common Stock to options to purchase 7,800 shares of Common Stock for each other non-employee director, and increasing the initial grant from options to purchase 8,266 shares of Common Stock to options to purchase 17,866 shares of Common Stock for the Chairman of the Board and from options to purchase 7,600 shares of Common Stock to options to purchase 17,200 shares of Common Stock for each other non-employee director and reducing the initial grant from 5,933 RSUs to 5,800 RSUs; •Increasing the annual retainer for the Chairman of the Board from $30,000 to $35,000; •Increasing the additional annual retainer from $15,000 to $20,000 for the chairman of the Audit Committee and from $7,500 to $10,000 for any Audit Committee member other than the chairman; •Increasing the additional annual retainer from $12,000 to $15,000 for the chairman of the Compensation Committee and from $6,000 to $7,500 for any Compensation Committee member other than the chairman; and •Increasing the additional annual retainer from $12,000 to $15,000 for the chairman of the Science and Technology Committee and from $6,000 to $7,500 for any Science and Technology Committee member other than the chairman. Dr. Brunn, our President and Chief Executive Officer, also serves on our Board but receives no additional compensation for this service. The following table sets forth the compensation earned to our non-employee directors for their service on our Board during 2024.

  81. 2024 Director Compensation Table

    2024 Director Compensation Table

  82. 2024 Director Compensation Table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Option awards ($)(2) | All other compensation ($) | Total ($) | | Timothy C. Barabe, M.B.A. | 60,272 | 116,619 | 114,631 | — | 291,522 | | Carrie S. Cox | 90,071 | 116,619 | 124,676 | — | 331,366 | | Nishan de Silva, M.D., M.B.A. | 53,717 | 116,619 | 114,631 | — | 284,967 | | Murat Kalayoglu, M.D., Ph.D. | 49,556 | 116,619 | 114,631 | — | 280,806 | | Kemal Malik, MBBS (3) | 26,163 | 143,994 | 144,411 | — | 314,568 | | Aymeric Sallin (4) | 7,667 | 116,619 | 114,631 | — | 238,917 | | Michael Singer, M.D., Ph.D. | 49,778 | 116,619 | 114,631 | — | 281,028 | | Timothy A. Springer, Ph.D. | 46,082 | 116,619 | 114,631 | — | 277,332 | | Patrick Zenner, M.B.A. | 63,717 | 116,619 | 114,631 | — | 294,967 |

  83. 2024 Director Compensation Table

    (1)Represents cash retainers earned for services rendered as members of the Board and related committees. (2)Represents the aggregate grant date fair value of stock and option awards computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For a description of the assumptions used in valuing these awards, see Note 13 to our consolidated audited financial statements included in our 2024 Annual Report. (3)Dr. Malik was appointed to the Board on July 1, 2024. (4)Mr. Sallin resigned from the Board on February 28, 2024. The table below shows the aggregate number of option awards (exercisable and unexercisable) and unvested stock awards held by each non-employee director as of December 31, 2024.

  84. 2024 Director Compensation Table

    | Name | Options outstanding at fiscal year end | Unvested stock awards at fiscal year end | | Timothy C. Barabe, M.B.A. | 7,600 | 5,933 | | Carrie S. Cox | 8,266 | 5,933 | | Nishan de Silva, M.D., M.B.A. | 7,600 | 5,933 | | Murat Kalayoglu, M.D., Ph.D. | 7,600 | 5,933 | | Kemal Malik, MBBS (1) | 7,600 | 5,933 | | Aymeric Sallin (2) | — | — | | Michael Singer, M.D., M.B.A. | 7,600 | 5,933 | | Timothy A. Springer, Ph.D. | 7,600 | 5,933 | | Patrick Zenner, M.B.A. | 7,600 | 5,933 |

  85. 2024 Director Compensation Table

    (1)Dr. Malik was appointed to the Board on July 1, 2024. (2)Mr. Sallin resigned from the Board on February 28, 2024.