DEF 14A of Elicio Therapeutics, Inc.
Filed Oct 9, 2026 · FY20250001601485-26-000061
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Julian Adams, Ph.D. has served as Chairman of Elicio’s Board of Directors since June 2023 and previously served as Chairman of Former Elicio’s Board of Directors from 2017 until the Merger. Dr. Adams currently serves as President and Chief Executive Officer of Stand Up To Cancer, a charitable program of the Entertainment Industry Foundation, a role he has held since January 2024. In July 2023, Dr. Adams joined Stand Up To Cancer as its first Chief Science Officer. Dr. Adams was previously the Chief Executive Officer of Gamida Cell Ltd., a clinical-stage biopharmaceutical company working to develop cell therapies for hematologic cancers and rare, serious hematologic diseases, from November 2018 to October 2022. Prior to Gamida Cell, Dr. Adams was President and Chief Scientific Officer at Clal Biotechnology Industries Ltd. (“CBI”) from January 2017 to November 2017. Before joining CBI, Dr. Adams served as President of Research and Development at Infinity Pharmaceuticals, Inc. from 2003 to 2017, and also as its Chief Scientific Officer from 2006 to 2010 where he built and led the company’s R&D efforts. From 1999 to 2003, Dr. Adams served as Senior Vice President, Drug Discovery and Development at Millennium Pharmaceuticals, Inc., now part of Takeda Pharmaceutical Company Limited, where he played a key role in the discovery of Velcade® (bortezomib), a therapy widely used for treatment of the blood cancer, multiple myeloma. Earlier in his career, Dr. Adams was credited with discovering Viramune® (nevirapine) for HIV at Boehringer Ingelheim. Dr. Adams has also held senior leadership roles in research and development at LeukoSite, Inc. and ProScript. Dr. Adams previously served on the board of Pieris Pharmaceuticals, Inc. from 2016 to 2018 and Neon Therapeutics, Inc. (now BioNTech SE), from 2017 to 2018. Dr. Adams currently serves as a director for Gamida Cell Ltd., a private company developing cell and immune therapy technology, and Immunyx, a private drug development company pioneering approaches to immune modulation. Dr. Adams earned a B.S. from McGill University, where he also was awarded an honorary Sc.D, and a Ph.D. from the Massachusetts Institute of Technology. Our Board of Directors believes that Dr. Adams is qualified to serve as a director based on his extensive science background and professional experience. | | Julian Adams, Ph.D. Age: 71 Director Since: 2023 | |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| Elicio Therapeutics, Inc. | 11 | 2026 Proxy Statement |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Jay Venkatesan, M.D. has served as a member of Elicio’s Board of Directors since June 2023 and previously served as Chairman of Angion’s Board of Directors from January 2022 until the Merger. From May 2018 to June 2023, Dr. Venkatesan served as Angion’s President and Chief Executive Officer. Dr. Venkatesan has served as a Managing Partner of Alpine BioVentures, an investment firm, since July 2015. From July 2015 to August 2018, Dr. Venkatesan was Co-Founder and President of Alpine Immune Sciences, Inc., an immunotherapy company acquired by Vertex Pharmaceuticals in May 2024, and served as its Chief Executive Officer from July 2015 to June 2016. Additionally, from January 2014 to August 2014, Dr. Venkatesan served as Founder and Chief Executive Officer of Alpine BioSciences, Inc., a biotechnology company, which was acquired by Cascadian Therapeutics, Inc. From January 2008 to July 2015, Dr. Venkatesan served as the Founder and Managing Member of Ayer Capital, a global healthcare investment fund. Prior to that, Dr. Venkatesan served for six years as a director at Brookside Capital, the hedge fund subsidiary of Bain Capital, where he co-managed healthcare investments. Dr. Venkatesan was also a consultant at McKinsey & Company, a consulting firm, and a venture investor with Apax Partners, an investment firm. Since 2018, Dr. Venkatesan has served on the board of Zylem Biosciences, Inc., a private biotechnology company. Since March 2025, Dr. Venkatesan has served on the board and as Chairman of the Nominating and Corporate Governance Committee of Serina Therapeutics, Inc., a public company focused on a developing drug optimization technology. Dr. Venkatesan previously served on the board of Alpine Immune Sciences, Inc. (acquired by Vertex Pharmaceuticals Incorporated) from June 2015 to July 2022, Iovance Biotherapeutics Inc. from 2013 to 2018, and Cell Biotherapies, Inc. from 2015 until its acquisition by Vaxanix Bio, Ltd. in 2023. Dr. Venkatesan has an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from The Wharton School of the University of Pennsylvania, and a B.A. from Williams College. Our Board of Directors believes that Dr. Venkatesan is qualified to serve as a director based on his experience serving in leadership positions in biotechnology companies, as well as the operational expertise and continuity that he brings to our Board of Directors. | | Jay Venkatesan, M.D. Age: 54 Director Since: 2023 | |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| Elicio Therapeutics, Inc. | 12 | 2026 Proxy Statement |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Carol Ashe has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Former Elicio’s Board of Directors from August 2020 until the Merger. Previously, Ms. Ashe was the Chief Business Officer at the New York Genome Center, an independent, non-profit academic research institution focused on the advancement of genomic science, from 2014 until 2025. From 2011 to 2013, Ms. Ashe served as Vice President of Corporate Development for Endo’s branded, generic and platform drug delivery pharmaceutical business units. She also served as a Partner at SR One, when it was the corporate venture capital fund of GSK plc (“GSK”) from 2008 to 2010 and as head of GSK’s US Corporate Legal Group supporting US-based mergers, acquisitions, and equity investments from 2007 to 2008. Prior to that, Ms. Ashe led GSK’s global Business Development Transactions Legal Team supporting both the pharmaceutical and consumer healthcare business units for many years until 2007. In addition, Ms. Ashe served on the board of Aptose Biosciences, a clinical stage biotechnology company addressing unmet clinical needs in oncology from 2018 to 2025. Ms. Ashe received a B.S. in Biology from Pennsylvania State University, a J.D. from Villanova University School of Law and is a registered patent attorney. Our Board of Directors believes that Ms. Ashe is qualified to serve as a director due to her extensive experience in the pharmaceutical biotechnology industry in business development and as legal counsel for business development transactions and patent matters. | | Carol Ashe Age: 69 Director Since: 2023 | |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| VOTE | | The Board of Directors recommends a vote IN FAVOR of each named nominee. |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| Elicio Therapeutics, Inc. | 13 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2027 Annual Meeting
Directors Continuing in Office Until the 2027 Annual Meeting
Directors Continuing in Office Until the 2027 Annual Meeting
| | Robert Connelly has served as Elicio’s Chief Executive Officer and President and as a member of Elicio’s Board of Directors since June 2023 and previously served as Chief Executive Officer of Former Elicio and as a member of Former Elicio’s Board of Directors from October 2018 until the Merger. Mr. Connelly has 36 years of leadership experience in the life sciences sector with over 25 years of experience as chief executive officer. From 2013 to 2018, Mr. Connelly served as a venture partner at Flagship Pioneering. During his time at Flagship Pioneering, Mr. Connelly served as the Chief Executive Officer and as a member of the board of directors of Axcella Health Inc., a clinical-stage therapeutics company developing endogenous metabolic modulators to treat an array of diseases. Prior to Axcella and also during his time at Flagship Pioneering, Mr. Connelly served as the founding Chief Executive Officer of WikiCell Designs and the Chairman of Aero Designs, each utilizing drug delivery technologies to create new food, beverage and supplement products, both of which merged into Incredible Foods, Inc. in 2013. Prior to that, Mr. Connelly served as the Chief Executive Officer of Pulmatrix, Inc., a clinical-stage biopharmaceutical company developing inhaled therapies to address pulmonary diseases, from 2007 to 2012. From 2000 to 2007, Mr. Connelly served as the founding Chief Executive Officer and first employee of Domantis Ltd., a U.K.-based biotechnology company, which was acquired by GSK plc. He began his career with life science companies Abbott Laboratories and BioVeris Corporation in positions of increasing responsibility. Mr. Connelly previously served on the boards of publicly traded life science companies Kaleido Biosciences, Inc. from 2015 to 2018 and Anchiano Therapeutics Ltd. from 2018 to 2019, as well as on the boards of several privately held biopharmaceutical companies. Mr. Connelly received a B.S. in Business Administration from the University of Florida. Our Board of Directors believes that Mr. Connelly is qualified to serve as a director based on his role as our Chief Executive Officer and President and his extensive management experience in the life sciences industry. | | Robert Connelly Chief Executive Officer Age: 66 Director Since: 2023 | |
Directors Continuing in Office Until the 2027 Annual Meeting
| Elicio Therapeutics, Inc. | 14 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2027 Annual Meeting
| | Yekaterina (Katie) Chudnovsky has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Former Elicio’s Board of Directors from October 2022 until the Merger. Ms. Chudnovsky is an attorney, venture investor, dedicated patient advocate, and supporter of medical research, with particular interest in cancer research and personalized cancer vaccines. Ms. Chudnovsky is Chairperson of the GI Research Foundation for the University of Chicago Digestive Diseases Center (“GI Research Foundation”), where she has sat on the board for the past 15 years, becoming President in 2019 and Chairperson in 2023. She is an active board member of xCures, Inc., a privately-held technology company working to advance cancer research and patient outcomes with an AI-based precision oncology platform and also currently serves as director at GKCC, LLC, a privately-held company, Immix Biopharma, Inc., a public company, Colorectal Cancer Alliance, a non-profit organization focused on colorectal cancer, and serves as a board observer for MiNK Therapeutics, Inc., a public, clinical-stage biopharmaceutical company. Prior to Ms. Chudnovsky’s current roles, she began her legal career at Thomas Coburn LLP with a focus on corporate law, real estate, mergers and acquisitions, bankruptcy, and business banking. Ms. Chudnovsky received a B.A. in political science and Slavic literature and language from Northwestern University and a J.D. from DePaul University. Our Board of Directors believes that Ms. Chudnovsky is qualified to serve as a director due to her experience in the healthcare industry and her legal background. | | Yekaterina (Katie) Chudnovsky Age: 42 Director Since: 2023 | |
Directors Continuing in Office Until the 2027 Annual Meeting
| Elicio Therapeutics, Inc. | 15 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2027 Annual Meeting
| | Allen R. Nissenson, M.D. has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Angion’s Board of Directors from January 2020 until the Merger. Dr. Nissenson completed serving as the Emeritus Chief Medical Officer of DaVita Kidney Care in January 2022, where he had served since January 2020 and where he previously served as Chief Medical Officer from August 2008 to January 2020. Dr. Nissenson is currently an Emeritus Professor of Medicine at the David Geffen School of Medicine at UCLA, where he has served since August 2008, and where he previously served as Director of the Dialysis Program from July 1977 to August 2008 and Associate Dean from July 2005 to August 2008. Dr. Nissenson is also currently on the board of directors of Rockwell Medical, Inc., a public biopharmaceutical company that develops, manufactures, commercializes and distributes a portfolio of hemodialysis products for dialysis providers, which he joined in June 2020, Diality, Inc., a private technology development company, and Innocura Nephology, Inc., a privately-held company supporting a national group of nephrologists. Dr. Nissenson is a past chair of Kidney Care Partners and past co-chair of the Kidney Care Quality Alliance. Dr. Nissenson is a former president of the Renal Physicians Association (“RPA”) and current member of the RPA’s Government Affairs Committee. Dr. Nissenson previously served as president of the Southern California End-Stage Renal Disease Network, as well as the chair of its Medical Review Board. Dr. Nissenson served as a Robert Wood Johnson Health Policy Fellow of the National Academy of Medicine from 1994 to 1995 and worked in the office of the late Senator Paul Wellstone. Dr. Nissenson has an M.D. from Northwestern University Medical School and is the recipient of various awards, including the President’s Award of the National Kidney Foundation, the Lifetime Achievement Award in Hemodialysis, the American Association of Kidney Patients’ (“AAKP”) Medal of Excellence Award and, in 2017, the RPA Distinguished Nephrology Service Award. Our Board of Directors believes that Dr. Nissenson is qualified to serve as a director due to his years of experience in the healthcare industry. | | Allen R. Nissenson, M.D. Age: 79 Director Since: 2023 | |
Directors Continuing in Office Until the 2027 Annual Meeting
| Elicio Therapeutics, Inc. | 16 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2028 Annual Meeting
Directors Continuing in Office Until the 2028 Annual Meeting
Directors Continuing in Office Until the 2028 Annual Meeting
| | Karen Wilson has served as a member of Elicio's Board of Directors since June 2023 and previously served as a member of Angion's Board of Directors from April 2020 until the Merger. Ms. Wilson has also been a board member of Connect Biopharma Holdings Ltd., a public company focused on improving the lives of patients living with chronic inflammatory diseases, since 2020, and Serina Therapeutics, Inc., a public company focused on a developing drug optimization technology, since 2025. Ms. Wilson also served as a member of the board of directors of LAVA Therapeutics B.V., a public company, from 2021 to 2025 (acquired) and Vaxart, Inc., a public company, from 2020 to 2022. Ms. Wilson previously served as Senior Vice President of Finance at Jazz Pharmaceuticals plc, a biopharmaceutical company, until September 2020 after serving as Principal Accounting Officer and Vice President of Finance. Prior to joining the Jazz Pharmaceuticals organization in February 2011, Ms. Wilson served as Principal Accounting Officer and Vice President of Finance at PDL BioPharma, Inc., a life sciences company. Ms. Wilson also previously served as a Principal at the consulting firm of Wilson Crisler LLC, Chief Financial Officer of ViroLogic, Inc., a biosciences company, Chief Financial Officer and Vice President of Operations for Novare Surgical Systems, Inc., a medical device manufacturer, and as a consultant and auditor for Deloitte & Touche LLP, a professional services firm. Ms. Wilson is a Certified Public Accountant and received a B.S. in Business from the University of California, Berkeley. Our Board of Directors believes that Ms. Wilson is qualified to serve as a director due to her extensive background in financial and accounting matters for public companies and her leadership experience in the life science industry. | | Karen Wilson Age: 63 Director Since: 2023 | |
Directors Continuing in Office Until the 2028 Annual Meeting
| Elicio Therapeutics, Inc. | 17 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2028 Annual Meeting
| | Robert R. Ruffolo, Jr., Ph.D. has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Former Elicio’s Board of Directors from 2018 until the Merger. Dr. Ruffolo has operated and been a Managing Director at Ruffolo Consulting, LLC, a consulting firm advising large pharmaceutical and biotechnology companies, since 2008. Previously, Dr. Ruffolo served as President of Research and Development and as Corporate Senior Vice President of Wyeth Pharmaceuticals Inc. (now Pfizer Inc.) from 2002 to 2008. From 2000 to 2002, Dr. Ruffolo served as an Executive Vice President at Wyeth Pharmaceuticals, where he was responsible for Pharmaceutical Research and Development. Prior to joining Wyeth Pharmaceuticals, Dr. Ruffolo spent 17 years at SmithKline Beecham Pharmaceuticals plc (now GSK plc) where he was Senior Vice President and Director of Biological Sciences, Worldwide from 1984 to 2000. Before joining SmithKline Beecham Pharmaceuticals plc, Dr. Ruffolo spent six years at Eli Lilly and Company from 1978 to 1984 where he was Chairman of the Cardiovascular Research Committee. Dr. Ruffolo currently serves on the boards of several private companies. He received a B.S. in Pharmacy and a Ph.D. in Pharmacology from The Ohio State University. Our Board of Directors believes that Dr. Ruffolo is qualified to serve as a director due to his extensive experience in the pharmaceutical industry and his technical and management expertise in product discovery and development. | | Robert R. Ruffolo, Jr., Ph.D. Age: 76 Director Since: 2023 | |
Directors Continuing in Office Until the 2028 Annual Meeting
| Elicio Therapeutics, Inc. | 18 | 2026 Proxy Statement |
Directors Continuing in Office Until the 2028 Annual Meeting
Information Regarding the Board of Directors and Corporate Governance
Compensation Committee
Compensation Committee The Compensation Committee is composed of Carol Ashe, Allen Nissenson, M.D., and Robert R. Ruffolo, Jr., Ph.D. Ms. Ashe serves as the chairperson of the Compensation Committee. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. During the fiscal year ended December 31, 2025, our Compensation Committee met three times. The Board of Directors has adopted a written Compensation Committee charter available to stockholders on Elicio’s website. Our Compensation Committee’s role and responsibilities set forth in the charter include, among other things: •reviewing, approving and making recommendations regarding our compensation policies, along with conducting periodic reviews of the adequacy of Elicio’s compensation programs; •reviewing, approving and making recommendations regarding corporate goals and objectives relevant to the compensation of our executive officers (other than our Chief Executive Officer), evaluating the performance of these executive officers in light of those goals and objectives and approving the compensation of these executive officers based on such evaluations; •retaining, and if need be, replacing any compensation or benefits consultants or other outside experts or advisors the Compensation Committee believes is necessary; •overseeing compliance of Elicio’s equity compensation plans and, subject to stockholder approval, exercising administrative responsibility over such plans, including, reviewing, approving and making recommendations regarding the issuance of stock options and other awards under our stock plans to our executive officers (other than our Chief Executive Officer); •determining our policies with respect to change of control or “parachute” payments; •reviewing and making recommendations to our Board of Directors regarding director compensation; and •reviewing and recommending to our Board of Directors for approval the compensation of our Chief Executive Officer, conducting this decision-making process without the Chief Executive Officer present. In establishing compensation amounts for executives, the Compensation Committee seeks to provide compensation that is competitive in light of current market conditions and industry practices. Accordingly, the Compensation Committee will generally review market data which is comprised of proxy disclosed data from peer companies and information from nationally recognized published surveys for the biopharmaceutical industry. The market data helps the Compensation Committee gain perspective on the compensation levels and practices at peer companies and to assess the relative competitiveness of the compensation paid to our executives. The market data thus guides the Compensation Committee in its efforts to set executive compensation levels and program targets at competitive levels for comparable roles in the marketplace. The Compensation Committee then considers other factors, such as the importance of each executive officer’s role to the Company, individual expertise, experience, and performance, retention concerns and relevant compensation trends in the marketplace, in making its final compensation determinations. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. Periodically, the Compensation Committee will review and evaluate the performance of the Compensation Committee and its members, including compliance by the Compensation Committee with its charter.
Compensation Committee
In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of Elicio, advice and assistance from compensation consultants, benefits consultants, independent legal counsel, or other advisors and other external resources the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, external legal counsel or other adviser to the Compensation Committee only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence. After taking into consideration the six factors prescribed by the SEC and Nasdaq described above, the Compensation Committee engaged Aon plc as its compensation consultant for the fiscal year ended December 31, 2025. The Compensation Committee requested that Aon: •evaluate the efficacy of Elicio’s existing compensation strategy and practices in supporting and reinforcing Elicio’s long-term strategic goals; •assist in refining Elicio’s compensation strategy and in developing and implementing an executive compensation program to execute that strategy; •assist in defining the appropriate market of Elicio’s peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group each year; and •assist the Compensation Committee in benchmarking Elicio’s director compensation program and practices against those of its peers. Aon performs services on behalf of the Compensation Committee, relating to compensation consulting services. The Compensation Committee has authorized Aon to interact with management on behalf of the Compensation Committee, as needed in connection with advising and providing such compensation consulting services to the Compensation Committee, and Aon is included in discussions with management and, when applicable, the Compensation Committee’s outside legal counsel on matters being brought to the Compensation Committee for consideration. Our Board of Directors, at the recommendation of our Compensation Committee, has also delegated to our Chief Executive Officer the authority to determine and approve the equity compensation payable to Elicio’s employees and consultants who are not “officers” (as defined in Section 16 of the Exchange Act) and who hold positions of Vice President and below.
Pre-Approval Policies and Procedures
2.Includes (i) 5,416,212 shares of our common stock held directly by GKCC, LLC, (ii) 1,032,702 shares of common stock underlying pre-funded warrants, and (iii) 103,225 shares of common stock underlying common warrants exercisable within 60 days of September 17, 2026. Yekaterina (Katie) Chudnovsky has sole voting and investment control over the shares held by GKCC, LLC and may be deemed to beneficially own such shares. The address of GKCC, LLC is 501 Silverside Road, Suite 87AVA, Wilmington, DE 19809. 3.Based solely on a Schedule 13G filed with the SEC on July 16, 2026 by Moti Investments LLC, reporting beneficial ownership as of July 1, 2026. Moti Investments LLC reported sole voting power and sole dispositive power with respect to 1,408,892 shares of our common stock, and shared voting power and shared dispositive power with respect to no shares. Kalpana H. Jogani, as Manager of Moti Investments LLC, executed the Schedule 13G on its behalf. The address of Moti Investments LLC is 392 Marsa Dubai, Flat 1006, Dubai, United Arab Emirates. 4.Consists of (i) 20,625 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026, (ii) 5,416,212 shares of common stock held by GKCC, LLC of which Yekaterina (Katie) Chudnovsky has sole voting and investment control over and may be deemed to beneficially own such shares, (iii) 1,032,702 shares of common stock underlying pre-funded warrants exercisable within 60 days of September 17, 2026 held by GKCC, LLC of which Yekaterina (Katie) Chudnovsky has sole voting and investment control over and may be deemed to beneficially own such shares, (iv) 1,600,000 shares of common stock underlying pre-funded warrants exercisable within 60 days of September 17, 2026, (v) 103,225 shares of common stock underlying common warrants exercisable within 60 days of September 17, 2026 held by GKCC, LLC of which Yekaterina (Katie) Chudnovsky has sole voting and investment control over and may be deemed to beneficially own such shares, and (vi) 1,600,000 shares of common stock underlying common warrants exercisable within 60 days of September 17, 2026. 5.Consists of 67,416 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 6.Consists of 31,009 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 7.Consists of (i) 46,970 shares of our common stock held directly by Robert Connelly and (ii) 474,643 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 8.Consists of (i) 1,871 shares of our common stock held directly by Karen Wilson and (ii) 22,989 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 9.Consists of 33,178 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 10.Consists of 22,989 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 11.Consists of (i) 31,981 shares of our common stock held directly by Christopher Haqq, M.D., Ph.D. and (ii) 170,348 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 12.Consists of (i) 743 shares of our common stock held directly by Peter DeMuth, Ph.D. and (ii) 159,248 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 13.Consists of (i) 169,270 shares of our common stock held directly by Jay Venkatesan, M.D., (ii) 953 shares of our common stock held by the Venkatesan Family Trust, (iii) 50,000 shares of common stock underlying common warrants exercisable within 60 days of September 17, 2026, and (iv) 215,878 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 14.Consists of 75,851 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 17, 2026. 15.Consists of the shares described in footnotes 4 through 14 above.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth total compensation paid to our Named Executive Officers for the fiscal years ended on December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Option Awards(1) ($) | Bonus Compensation ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total(4) ($) | | Robert Connelly President, Chief Executive Officer, and Director | 2025 | 632,700 | 906,960 | — | 348,000 | — | 1,887,660 | | | 2024 | 608,400 | 1,093,421 | — | 334,620 | — | 2,036,441 | | Preetam Shah, Ph.D., Chief Strategy and Financial Officer and Treasurer (5) | 2025 | 350,612(6) | 796,143 | — | 201,600 | 29,331 | 1,377,686 | | | 2024 | — | — | — | — | — | — | | Christopher Haqq, M.D., Ph.D., Executive Vice President, Head of Research and Development and Chief Medical Officer | 2025 | 528,100 | 328,176 | — | 221,900 | — | 1,078,176 | | | 2024 | 507,807 | 205,365 | — | 213,280 | — | 926,452 |
2025 Summary Compensation Table
1.Amounts shown represent the aggregate grant date fair value of options granted as calculated in accordance with FASB ASC Topic 718. See Note 2 of the financial statements included in our Annual Report for the assumptions used in calculating this amount. 2.Non-equity incentive plan compensation includes discretionary bonuses based on pre-established performance criteria. For fiscal year 2025, the bonuses were paid in February 2026. For fiscal year 2024, the bonuses were paid in February 2025. Please see the descriptions of the bonuses paid to our Named Executive Officers under “Narrative to Summary Compensation Table” below, including target amounts for the discretionary annual bonuses. 3.All other compensation includes COBRA payments and reimbursements of existing health coverage.
2025 Summary Compensation Table
| Elicio Therapeutics, Inc. | 34 | 2026 Proxy Statement |
2025 Summary Compensation Table
4.Except as otherwise noted, our Named Executive Officers received no compensation other than salaries, bonuses, and stock option awards. 5.Dr. Shah commenced employment as Chief Strategy and Financial Officer and Treasurer of the Company on March 24, 2025. 6.Dr. Shah’s base salary for fiscal year 2025 was $480,000, of which $350,612 was received due to his starting date of employment in March 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table lists all outstanding equity awards held by our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares that Have Not Vested (#) | Market Value of Shares or Units of Shares that Have Not Vested ($) | | Robert Connelly | 9/8/2020 (3) | 27,150 | — | 9.39 | 9/8/2030 | — | — | | | 11/28/2022 (2) | 147,912 | — | 3.86 | 11/28/2032 | — | — | | | 2/1/2024 (1) | 103,187 | 121,950 | 4.50 | 2/1/2034 | — | — | | | 9/30/2024 (4) | 45,800 | 45,800 | 5.03 | 9/30/2034 | — | — | | | 2/3/2025 (1) | — | 121,600 | 8.92 | 2/3/2035 | — | — | | Preetam Shah, Ph.D. | 4/15/2025 (1) | — | 191,624 | 4.98 | 4/15/2035 | — | — | | Christopher Haqq, M.D., Ph.D. | 3/31/2022 (1) | 3,620 | — | 13.81 | 3/31/2032 | — | — | | | 11/28/2022 (2) | 99,891 | — | 3.86 | 11/28/2032 | — | — | | | 2/1/2024 (1) | 12,925 | 15,275 | 4.50 | 2/1/2034 | — | — | | | 9/30/2024 (4) | 14,100 | 14,100 | 5.03 | 9/30/2034 | — | — | | | 2/3/2025 (1) | — | 44,000 | 8.92 | 2/3/2035 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year End
1.The stock option vests as to 25% of the shares on the first anniversary of the vesting commencement date and thereafter 1/36th of the remaining shares subject to the award vest on each monthly anniversary of the vesting commencement date, subject to the holder’s continued service to Elicio through each vesting date. 2.The stock option vests as to 1/36th of the shares subject to the award on each monthly anniversary of the vesting commencement date, subject to the holder’s continued service to Elicio through each vesting date. 3.The stock option vested upon the Company submitting an Investigational New Drug Application to the Food and Drug Administration for any of the Company’s Amphiphile vaccine candidates prior to December 31, 2020. 4.The stock option vested as to 50% of the shares on the first anniversary of the vesting commencement date and 50% of the shares on the second anniversary of the vesting commencement date.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control In February 2024, we entered into an executive severance plan (the “Severance Plan”) covering the Named Executive Officers, superseding and replacing the severance benefits they would otherwise be entitled to receive. Under our Severance Plan encompassing each of our Named Executive Officers, if such Named Executive Officer’s employment with us is terminated without Cause (as defined in the Severance Plan), the applicable Named Executive Officer will be entitled to receive an amount equal to the product of (i) the Normal Multiplier (as defined in the Severance Plan) and (ii) the Named Executive Officer’s then-current base salary. For our Named Executive Officers, the applicable severance is 9 months of continued base salary (or 12 months for Mr. Connelly). The Named Executive Officers are also entitled to continue participating in our health benefits for their applicable Severance Period (as defined in the Severance Plan). In the case of Mr. Connelly, any outstanding unvested, time-based equity awards scheduled to vest during the 12 months following his termination date will fully
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
vest as of the effective date of Mr. Connelly’s termination of employment. In the event of a termination without Cause (as defined in the Severance Plan) or resignation for Good Reason (as defined in the Severance Plan) during the Change in Control Period (as defined in the Severance Plan), the applicable Named Executive Officer will be entitled to receive an amount equal to the product of (i) the CIC Multiplier (as defined in the Severance Plan) and (ii) the Named Executive Officer’s then-current base salary and then-current target annual bonus opportunity, payable as a one-time lump sum. For our Named Executive Officers, the applicable severance is equal to 12 months of base salary (or 18 months for Mr. Connelly). The Named Executive Officers are also entitled to continue participating in our health benefits for their applicable CIC Severance Period (as defined in the Severance Plan). Additionally, any outstanding unvested equity awards held by the Named Executive Officer under the Company’s then-current outstanding equity incentive plan(s) will become fully vested as of the effective date of the Named Executive Officer’s termination of employment. The foregoing severance benefits are subject to the applicable Named Executive Officer’s delivery of an executed release of claims against us within 60 days following termination or such shorter time period as may be set forth, and continued compliance with the Named Executive Officer’s confidentiality obligations or restrictive covenants in effect prior to termination. Under the employment agreement entered into between the Company and Dr. Shah, in the event Dr. Shah’s employment is terminated by the Company without Cause or Dr. Shah resigns for Good Reason (whether or not in connection with a Change in Control (as defined in the Severance Plan)), Dr. Shah will be entitled to an amount equal to the Company’s contribution of the premium for continuation of coverage under COBRA for the Severance Period in accordance with the Severance Plan, regardless of whether the Company continues to offer such health coverage benefits or whether the Company is required to pay for such health coverage benefits to other employees. In this event, the Company will pay such amount in a single lump sum on such date in accordance with the terms of the Severance Plan.
Director Compensation
Director Compensation We have adopted a compensation policy for our non-employee directors (“Director Compensation Program”), which is amended from time to time. The Director Compensation Program was most recently amended and restated effective as of August 31, 2026. Such Director Compensation Program is subject to further amendment by the Board of Directors as appropriate. Pursuant to the Director Compensation Program, our non-employee directors receive cash compensation as follows: •Each non-employee director receives an annual cash retainer in the amount of $40,000 per year. •The non-executive chairperson receives an additional annual cash retainer in the amount of $35,000 per year. •The chairperson of the Audit Committee receives additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the Audit Committee. Each non-chairperson member of the Audit Committee receives additional annual cash compensation in the amount of $7,500 per year for such member’s service on the Audit Committee. •The chairperson of the Compensation Committee receives additional annual cash compensation in the amount of $12,000 per year for such chairperson’s service on the Compensation Committee. Each non-chairperson member of the Compensation Committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the Compensation Committee. •The chairperson of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee. Under the Director Compensation Program, as amended and restated by the Board of Directors in August 2026, each non-employee director will automatically be granted an option to purchase 43,500 shares of our common stock upon the director’s initial appointment or election to our Board of Directors (the “Initial Grant”) and an option to purchase 21,750 shares of our common stock automatically on the date of each annual meeting of stockholders thereafter (the "Annual Grant"), subject to amendment of the Director Compensation Program by the Board of Directors. The Initial Grant will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through each applicable vesting date. The Annual Grant will vest on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders to the extent unvested as of such date, subject to continued service through each applicable vesting date. The exercise price per share of director options is equal to the fair market value of a share of our common stock on the grant date, and the director options, along with any other equity awards held by the director, will vest in full upon (i) a termination of service due to the director’s death or Disability (as defined in the 2021 Plan) or (ii) the consummation of a Change in Control (as defined in the 2021 Plan). For 2026, in lieu of an award on the date of the Annual Meeting, the non-employee directors received the Annual Grant on August 31, 2026 (the “2026 Awards”). The 2026 Awards will vest on the earlier of the one-year anniversary of the date of grant of the 2026 Awards and the 2027 Annual Meeting, subject to continued service through the applicable vesting date. Each non-employee director is entitled to reimbursement from the Company for all reasonable, documented, out-of-pocket travel and other business expenses incurred by the non-employee director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time.
Director Compensation
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Director Compensation
The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | Total(2) ($) | | Julian Adams, Ph.D.(3) | 83,000 | 37,758 | 120,758 | | Carol Ashe(4) | 62,500 | 37,758 | 100,258 | | Allen Nissenson, M.D.(5) | 52,500 | 37,758 | 90,258 | | Yekaterina (Katie) Chudnovsky(6) | 40,000 | 37,758 | 77,758 | | Robert R. Ruffolo, Jr., Ph.D.(7) | 45,000 | 37,758 | 82,758 | | Karen Wilson(8) | 60,000 | 37,758 | 97,758 | | Jay Venkatesan, M.D.(9) | 40,000 | 37,758 | 77,758 |
Director Compensation
1.Amounts shown represent the aggregate grant date fair value of options granted during fiscal year 2025 as calculated in accordance with FASB ASC Topic 718. See Note 2 of the financial statements included in our Annual Report for the assumptions used in calculating this amount. 2.Non-employee directors only received cash fees and stock option awards as compensation for their service on the Board of Directors. 3.As of December 31, 2025, Dr. Adams held options to purchase 67,416 shares of our common stock, of which options to purchase 59,432 shares were vested. 4.As of December 31, 2025, Ms. Ashe held options to purchase 31,009 shares of our common stock, of which options to purchase 23,025 shares were vested. 5.As of December 31, 2025, Dr. Nissenson held options to purchase 22,989 shares of our common stock, of which options to purchase 15,089 shares were vested. 6.As of December 31, 2025, Ms. Chudnovsky held options to purchase 20,625 shares of our common stock, of which options to purchase 12,725 shares were vested. 7.As of December 31, 2025, Dr. Ruffolo held options to purchase 33,178 shares of our common stock, of which options to purchase 25,194 shares were vested. 8.As of December 31, 2025, Ms. Wilson held options to purchase 22,989 shares of our common stock, of which options to purchase 15,089 shares were vested. 9.As of December 31, 2025, Dr. Venkatesan held options to purchase 215,878 shares of our common stock, of which options to purchase 207,978 shares were vested.
Director Compensation
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Indemnification Agreement with Directors and Officers
Indemnification Agreement with Directors and Officers We provide indemnification for our directors and executive officers so that they will be free from undue concern about personal liability in connection with their service to Elicio. Under our Bylaws, we are required to indemnify our directors and executive officers to the extent not prohibited under Delaware or other applicable law. We have also entered into indemnity agreements with certain officers and directors. These agreements provide, among other things, that we will indemnify the officer or director, under the circumstances and to the extent provided for in the agreement, for expenses, losses and liabilities (including all interest, taxes, assessments and other charges in connection therewith) that he or she may incur in connection with any proceeding or in any way connected with, resulting from or relating to his or her status as a director or officer of the Company or any of our subsidiaries, and otherwise to the fullest extent permitted under Delaware law and our Bylaws.
Indemnification Agreement with Directors and Officers
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Indemnification Agreement with Directors and Officers
Householding of Proxy Materials The SEC has adopted rules permitting companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy statement or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are Elicio’s stockholders will be “householding” Elicio’s proxy materials. A single copy of the proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of the proxy statement, please notify your broker or Elicio. Direct your written request to Elicio Therapeutics, Inc., Megan C. Filoon, Corporate Secretary, at 451 D Street, Suite 501, Boston, MA 02210. Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request “householding” of their communications should contact their brokers.
Indemnification Agreement with Directors and Officers
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Indemnification Agreement with Directors and Officers
Other Matters The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. By Order of the Board of Directors