DEF 14A of Caribou Biosciences, Inc., Apr 24, 2026

DEF 14A of Caribou Biosciences, Inc.

Filed Apr 24, 2026 · FY20250001619856-26-000022

Open on EDGAR

  1. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors Andrew Guggenhime, M.B.A., has served on our Board since April 2021. Mr. Guggenhime is President and Chief Financial Officer at Vaxcyte, Inc., a developer of vaccines, positions he has held since January 2021. He served as Chief Operating Officer and Chief Financial Officer of Vaxcyte from May 2020 to December 2020. Prior to joining Vaxcyte, he served as Chief Financial Officer of Dermira, Inc., a biopharmaceutical company, from April 2014 through the acquisition of the company by Eli Lilly and Company in February 2020. Prior to Dermira, Mr. Guggenhime served as Chief Financial Officer for CardioDx, Inc., a medical diagnostic company, from September 2011 to April 2014 and as a director of the company from April 2014 to July 2016. He also served as Chief Financial Officer for Calistoga Pharmaceuticals, Inc., a biopharmaceutical company, from September 2010 to April 2011, which was acquired by Gilead Sciences, Inc. in 2011, and as Chief Financial Officer for Facet Biotech Corporation, a biotechnology company, from December 2008 to June 2010, which was acquired by Abbott Laboratories in April 2010. Mr. Guggenhime previously served as Chief Financial Officer of PDL BioPharma, Inc., a biopharmaceutical company, until Facet Biotech was spun off from PDL BioPharma Inc. in December 2008. Prior to joining PDL BioPharma, Inc., he served as Chief Financial Officer for Neoforma, Inc., a provider of supply chain management solutions, which was acquired by Global Healthcare Exchange, LLC in March 2006. Mr. Guggenhime began his career in financial services at Merrill Lynch & Co. and Wells Fargo & Company. He serves as a member of the Board of Directors of Sling Therapeutics, a privately held biopharmaceutical company. From July 2018 through March 2023, Mr. Guggenhime served on the Board of Directors of Metacrine, Inc., a clinical stage biopharmaceutical company. He received his B.A. in International Politics and Economics from Middlebury College and his M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. We believe that Mr. Guggenhime is qualified to serve on our Board based on his more than two decades of finance, strategic, and operational leadership experience at both private and public healthcare companies. David Johnson, M.B.A., has served on our Board since May 2022. Mr. Johnson is Chief Operating Officer of Vera Therapeutics, Inc. where he leads the product development and manufacturing, information technology, and facilities functions. Prior to joining Vera, he served as Chief Commercial Officer of Global Blood Therapeutics, Inc. (acquired by Pfizer, Inc. in October 2022), a position he held from March 2018 to December 2022, where he led the global commercial functions and facilitated the launch of Oxbryta® in 2019. Previously, Mr. Johnson was employed by Gilead Sciences, Inc. from 2003 to 2018, where he held roles of increasing responsibility in the company’s commercial organization, including as vice president, sales and marketing, Liver Disease Business Unit, where he was instrumental in building and leading Gilead’s liver disease franchise, including launching four medicines for hepatitis. Prior to that, Mr. Johnson led the Antiviral Business Unit at Gilead, where he helped launch and oversee the HIV franchise. Before Gilead, he had an 11-year tenure at GlaxoSmithKline plc, where he held various positions in sales, product marketing, business development, global commercial strategy, and portfolio development. Mr. Johnson received his B.A. in Business Marketing from the University of Puget Sound and his M.B.A. from the Kenan-Flagler Business School at the University of North Carolina. We believe that Mr. Johnson is qualified to serve on our Board based on his extensive commercial experience in the biopharmaceutical industry. Nancy Whiting, Pharm.D., has served on our Board since August 2021. Dr. Whiting is President and Chief Executive Officer and a member of the Board of Directors at Recludix Pharma, Inc., a biotechnology company, positions she has held since September 2021. She spent almost 15 years (from 2007 to 2021) with Seagen, Inc. (formerly Seattle Genetics), a biotechnology company, where she most recently served as Executive Vice President of Corporate Strategy. Dr. Whiting previously served as Executive Vice President of Late-Stage Development, Senior Vice President of Clinical Development and Medical Affairs, and Head of Experimental Medicine at Seagen. Dr. Whiting serves on the Board of Directors of Boundless Bio, Inc. since October 2023, where she is a member of the Nominating and Corporate Governance Committee. Dr. Whiting is Chair-Elect of Biocom California. Prior to Dr. Whiting’s tenure in the biopharmaceutical industry, she had a career in clinical pharmacy serving as a Clinical Oncology Pharmacist at Seattle Cancer Care Alliance, and previously as the Staff Pharmacist for the Bone Marrow Transplant and Acute Leukemia department at Vancouver Hospital. Dr. Whiting received her B.S. in Pharmacy from the University of British Columbia and received her Pharm.D. degree from the University of Washington. We believe Dr. Whiting is qualified to serve on our Board based on her extensive experience in all phases of drug development.

  2. Directors Continuing in Office

    Directors Continuing in Office Biographical information for our directors continuing in office is set forth below.

  3. Class III Directors (Term Expires at the 2027 Annual Meeting)

    Class III Directors (Term Expires at the 2027 Annual Meeting) Rachel Haurwitz, Ph.D., is a co-founder of Caribou, is our president and chief executive officer, and serves as a director of our company, positions she has held since our company’s inception in October 2011. Dr. Haurwitz is an inventor on patents and patent applications covering multiple CRISPR-based technologies and has co-authored several scientific papers characterizing CRISPR-Cas systems, including in Science. Since February 2020, she has served on the Board of Directors of the Biotechnology Innovation Organization (BIO). From November 2021 to July 2024, Dr. Haurwitz served on the Board of Directors of Seer, Inc. Dr. Haurwitz received her A.B. degree in Biological Sciences from Harvard College and her Ph.D. in Molecular and Cell Biology from the University of California, Berkeley, where she completed her thesis research in the laboratory of Dr. Jennifer A. Doudna. We believe that Dr. Haurwitz is qualified to serve on our Board based on her operational and historical expertise and experience as a co-founder, president and chief executive officer of our company, combined with her knowledge of CRISPR technology. Dara Richardson-Heron, M.D., has served on our Board since November 2021. She is Chief Executive Officer of DRH Consulting, LLC, a management and executive consulting firm, a position she has held since August 2021. Dr. Richardson-Heron was Chief Patient Officer for Pfizer Inc., a biopharmaceutical company, from February 2020 to August 2021. Her previous executive leadership positions include Chief Engagement Officer and Scientific Executive for National Institutes of Health (March 2017 to January 2020); Chief Executive Officer of YWCA USA, Inc. (2012 to 2017); and Chief Executive Officer, Greater NYC Affiliate of Susan G. Komen for the Cure (2008 to 2012). Earlier in her career, she served as Assistant Executive Director/National Chief Medical Officer with United Cerebral Palsy of NYC/UCP Association and Executive Medical Director and Special Assistant to the Chairman and Chief Executive Officer at Consolidated Edison Company of New York, Inc. Dr. Richardson-Heron serves on the Board of Directors of The Hastings Center for Bioethics. She holds a B.A. in Biology from Barnard College and an M.D. from New York University School of Medicine. We believe Dr. Richardson-Heron is qualified to serve on our Board based on her executive leadership expertise and her experience representing the perspective of patients. Natalie Sacks, M.D., has served on our Board since May 2018. Dr. Sacks is an oncologist and is a Partner at Novo Holdings Ventures Investment since December 2022. Previously, she was Chief Medical Officer at Harpoon Therapeutics, Inc. (acquired by Merck & Co., Inc.) from October 2018 to June 2022. Prior to joining Harpoon, Dr. Sacks held various development leadership roles at multiple companies including Onyx Pharmaceuticals, Inc., a pharmaceutical company (acquired by Amgen, Inc.), from April 2011 to February 2014; Aduro Biotech, Inc., a clinical stage biopharmaceutical company, from September 2016 to September 2018; Exelixis, Inc., a pharmaceutical company, from September 2009 to March 2011; and Cell Genesys, Inc., a biotechnology company, from November 2002 to April 2009. She has been responsible for all aspects of development, from IND through later-stage development. From October 2004 to October 2016, Dr. Sacks held a faculty appointment at the University of California, San Francisco, where she was a volunteer assistant clinical professor of medicine in the Division of Hematology/Oncology. Dr. Sacks serves on the Board of Directors of three privately held companies, Clasp Therapeutics, Reunion Neuroscience, Inc., and Rondo Therapeutics. From August 2017 through June 2023, she served on the Board of Directors of Zymeworks, Inc., a clinical stage biotechnology company. Dr. Sacks received her B.A. in Mathematics from Bryn Mawr College, her M.S. in Biostatistics from Harvard University School of Public Health, and her M.D. from the University of Pennsylvania School of Medicine. We believe that Dr. Sacks is qualified to serve on our Board based on her extensive experience developing early- and late-stage oncology therapeutics and her experience as a director of a public company and in executive leadership roles at multiple companies.

  4. Class I Directors (Term Expires at the 2028 Annual Meeting)

    Class I Directors (Term Expires at the 2028 Annual Meeting) Scott Braunstein, M.D., has served on our Board since June 2021. Since August 2015, Dr. Braunstein has served as an operating partner at Aisling Capital, an investment firm. He was Chairman of the Board and Chief Executive Officer of Marinus Pharmaceuticals, Inc., positions he held from November 2022 and September 2018, respectively, until Marinus was acquired by Immedica Pharma AB in March 2025. From July 2015 to March 2018, he was Chief Strategy Officer and Chief Operating Officer at Pacira Pharmaceuticals, Inc., a pharmaceutical company. Prior to Pacira, Dr. Braunstein spent 12 years from February 2002 to June 2014 with J.P. Morgan Asset Management as a healthcare analyst and managing director on the U.S. equity team and as portfolio manager of the J.P. Morgan Global Healthcare Fund. Dr. Braunstein serves on the Board of Directors of AtaiBeckley Inc. since May 2024, where he is Vice-Chairman of the Board, Lead Independent Director, Co-Chair of the Science and Technology Committee, and a member of the Audit Committee. Dr Braunstein also serves on the Boards of Directors of three privately held companies, Aegle Therapeutics, One Biosciences, and Ray Therapeutics, Inc. Dr. Braunstein previously served on the Boards of Directors of Constellation Pharmaceuticals, Inc. from February 2019 to July 2021 prior to the acquisition of Constellation Pharmaceuticals, Inc. by MorphoSys AG; of RAPT Therapeutics Inc. from June 2025 to March 2026 prior to the acquisition of RAPT Therapeutics, Inc. by GSK plc; and of Trevena, Inc. from September 2018 to January 2025. Dr. Braunstein began his career as a physician at the Summit Medical Group and as assistant clinical professor at Albert Einstein College of Medicine and Columbia University Medical Center. He received his B.S. in Biology from Cornell University and his M.D. from the Albert Einstein College of Medicine. We believe that Dr. Braunstein is qualified to serve on our Board based on his expertise and experience in governing, leading, and investing in biopharmaceutical companies. Ran Zheng, M.S., has served on our Board since September 2021. From March 2021 to March 2025, Ms. Zheng was Chief Executive Officer of Landmark Bio, LLC, a public benefit limited liability company formed to advance the development of transformative new medicines. She remained Chief Executive Officer of Landmark Bio after the company’s merger with Artis BioSolutions until January 2026. Ms. Zheng was on the Board of Directors of Landmark Bio from March 2021 to January 2026. She was Chief Technical Officer at Orchard Therapeutics, a commercial-stage global gene therapy company, from March 2019 to February 2021 and, in that role, she led the technical operations organization and helped advance the company’s product pipeline. Ms. Zheng has also held leadership positions at multiple biotechnology companies, including Amgen Inc., a biopharmaceutical company, from 2003 to 2010, and Genzyme Corporation, a biotechnology company (now Sanofi), from 1996 to 2000. She is on the Board of Directors for the Alliance for Regenerative Medicine. Ms. Zheng holds a B.S. in Biology from Beijing Forestry University and received an M.S. in Microbial Engineering from the University of Minnesota. We believe Ms. Zheng is qualified to serve on our Board based on her extensive leadership experience in the biotechnology industry.

  5. Compensation Committee

    Compensation Committee The members of the compensation committee are Dr. Braunstein (chair), Mr. Guggenhime, and Dr. Whiting. During 2025, the compensation committee held four meetings. The compensation committee’s responsibilities include: •reviewing on an ongoing basis and making recommendations to our Board regarding the propriety, adequacy, and competitiveness of our overall compensation strategies, plans, and programs; •reviewing and making recommendations to our Board regarding all cash-based and equity-based incentive compensation plans and other equity-based plans; •reviewing and making recommendations to our Board regarding corporate goals and objectives applicable to the compensation of our chief executive officer and our other executive officers; •reviewing and making recommendations to our Board regarding the compensation of our chief executive officer and our other executive officers; •reviewing and making recommendations to our Board on an annual basis regarding the establishment and modification of ranges by job title for (i) annual salaries, target cash bonuses, and initial equity awards for all newly hired employees other than executive officers in accordance with the approved annual budget, (ii) target cash bonuses and annual and promotion equity awards for employees other than executive officers, including newly hired employees, and (iii) when delegated the authority by our Board, establishing and modifying such ranges and authorizing our president and chief executive officer to implement such compensation elements within certain parameters; •reviewing and making recommendations to the Board on an annual basis regarding the aggregate number of equity awards that can be granted on an annual (or other specified period) basis for all employees other than executive officers; •reviewing and making recommendations to our Board regarding any employment agreements and any severance arrangements or plans for our executive officers; •determining stock ownership guidelines, if any, for the executive officers and monitoring compliance with such guidelines; •reviewing and making recommendations to our Board regarding all other employee benefit plans; •reviewing director compensation and recommending any changes to our Board; •approving, and recommending to our Board for approval, any loans to be made to our employees (excluding directors or executive officers); •reviewing and discussing with management any required “Compensation Discussion and Analysis” disclosure and considering whether to recommend to our Board that any such disclosure be included in the appropriate SEC filings; •preparing, if required, the compensation committee report to be included in the annual reports on Form 10-K or annual proxy statements; •reviewing and recommending succession planning for our executive officers; •reviewing and recommending the creation and revision of, and overseeing and monitoring compliance with, policies allowing us to claw back compensation paid to employees; •providing oversight for the management of risks relating to executive officer compensation plans and arrangements; •reviewing the compensation committee’s charter at least annually and recommending any proposed changes to our Board for approval; and •performing, at least annually, an evaluation of the performance of the compensation committee under the compensation committee charter. The compensation committee engaged Pay Governance LLC as its independent compensation consultant through July 2025, at which time the committee terminated the relationship with Pay Governance LLC and engaged Alpine Rewards, LLC as its independent compensation consultant. When requested, the committee’s compensation consultant attends meetings of the compensation committee, including executive sessions in which executive compensation-related matters are discussed without the presence of our management. The committee’s compensation consultant reports to the compensation committee and not to our management, although compensation consultant representatives meet with our management for purposes of gathering information for its analyses and recommendations.

  6. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  7. Summary Compensation Table (2025 and 2024)

    Summary Compensation Table (2025 and 2024) The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2025, and 2024 (as applicable):

  8. Summary Compensation Table (2025 and 2024)

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Rachel Haurwitz, Ph.D. | 2025 | 667,534 | 312,072 | 192,818 | 654,541 | 14,000 | 1,840,965 | | President and chief executive officer | 2024 | 508,733 | 310,387 | 808,347 | 2,571,978 | 13,800 | 4,213,245 | | Sriram Ryali, M.B.A.(5) | 2025 | 483,163 | 164,900 | — | 367,350 | 14,000 | 1,029,413 | | Chief financial officer | | | | | | | | | Barbara McClung, J.D. | 2025 | 502,030 | 170,690 | 52,875 | 179,979 | 14,000 | 919,574 | | Chief legal officer | 2024 | 485,053 | 169,769 | 224,730 | 719,467 | 13,800 | 1,612,819 |

  9. Summary Compensation Table (2025 and 2024)

    (1)The bonuses for 2025 were paid in March 2026, and the bonuses for 2024 were paid in March 2025. (2)The amounts shown represent the grant date fair values of stock awards and option awards granted in 2025 and 2024 as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 718 (“ASC Topic 718”). (3)During the year ended December 31, 2025, executive officers were granted performance-based stock options (“PBSOs”) under the 2021 Equity Incentive Plan (“2021 Plan”). The achievement of the performance goals for this award was deemed not probable at the time of grant and therefore such PBSOs had no grant date fair value. The maximum grant date values of the PBSOs for 2025, assuming all performance targets were achieved at their maximum levels, for Dr. Haurwitz, Mr. Ryali, and Ms. McClung would be $412,383, $113,392, and $113,392, respectively. (4)The amounts shown consist of 401(k) retirement plan matching contributions for 2025 and 2024 of $14,000 and $13,800, respectively. (5)Mr. Ryali joined our company on January 2, 2025 and, accordingly, the table only includes his compensation for 2025.

  10. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025:

  11. Outstanding Equity Awards as of December 31, 2025

    | | | 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 ($/share) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Rachel Haurwitz, Ph.D. | 03/02/2021(1) | 437,201 | — | 4.11 | 03/29/2031 | — | — | — | — | | | 12/20/2021(2) | 411,000 | — | 15.16 | 12/19/2031 | — | — | — | — | | | 02/21/2023(2) | 361,604 | 148,896 | 6.12 | 02/20/2033 | — | — | — | — | | | 02/20/2024(1) | 250,685 | 296,265 | 6.81 | 02/19/2034 | — | — | — | — | | | 02/20/2025(1) | — | 618,250 | 1.41 | 02/19/2035 | — | — | — | — | | | 07/21/2025(3) | — | 412,167 | 2.07 | 07/20/2035 | — | — | — | — | | | 02/20/2024(4) | — | — | — | — | 89,025 | 141,550 | — | — | | | 02/20/2025(4) | — | — | — | — | 136,750 | 217,433 | — | — | | Sriram Ryali, M.B.A. | 01/02/2025(1) | — | 300,000 | 1.64 | 01/09/2035 | — | — | — | — | | | 07/21/2025(3) | — | 113,333 | 2.07 | 07/20/2035 | — | — | — | — | | Barbara McClung, J.D. | 10/01/2019(1) | 47,318 | — | 2.69 | 09/30/2029 | — | — | — | — | | | 03/02/2021(1) | 231,914 | — | 4.11 | 03/29/2031 | — | — | — | — | | | 12/20/2021(2) | 147,000 | — | 15.16 | 12/19/2031 | — | — | — | — | | | 02/21/2023(2) | 92,791 | 38,209 | 6.12 | 02/20/2033 | — | — | — | — | | | 02/20/2024(1) | 70,125 | 82,875 | 6.81 | 02/19/2034 | — | — | — | — | | | 02/20/2025(1) | — | 170,000 | 1.41 | 02/19/2035 | — | — | — | — | | | 07/21/2025(3) | — | 113,333 | 2.07 | 07/20/2035 | — | — | — | — | | | 02/20/2024(4) | — | — | — | — | 24,750 | 39,353 | — | — | | | 02/20/2025(4) | — | — | — | | 37,500 | 59,625 | — | — |

  12. Outstanding Equity Awards as of December 31, 2025

    (1)1/4 of the shares subject to the option vest on the one-year anniversary of the vesting commencement date and an additional 1/48 of the aggregate number of shares subject to the option vest on the corresponding day of each month thereafter (or if there is no such corresponding day, on the last day of the month) over the remainder of four years from the vesting commencement date, subject to continued service by the respective executive officer through the applicable vesting dates. (2)1/48 of the shares subject to the option vest on each monthly anniversary of the vesting commencement date (or if there is no such corresponding day, on the last day of the month), subject to continued service by the respective executive officer through the applicable vesting dates. (3)Vesting of the PBSOs is conditioned on achievement of certain clinical development milestones during a two-year performance period ending June 30, 2027, and further contingent on the respective executive officer's continued employment on the vesting dates. (4)1/4 of the RSUs vest on each yearly anniversary of the vesting commencement date, subject to continued service by the respective executive officer through the applicable vesting dates.

  13. Non-Employee Director Compensation (2025)

    Non-Employee Director Compensation (2025) The following table sets forth information concerning the compensation awarded to, earned by or paid to our non-employee directors during 2025. Dr. Haurwitz does not receive compensation for her service as a director on our Board. Dr. Haurwitz’s compensation as our president and chief executive officer for 2025 and 2024 is included with that of our other named executive officers in the summary compensation table above.

  14. Non-Employee Director Compensation (2025)

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Current Directors | | | | | Scott Braunstein, M.D. | $49,589 | $40,929 | $90,518 | | Andrew Guggenhime, M.B.A. | $97,578 | $40,929 | $138,507 | | David Johnson, M.B.A. | $49,090 | $40,929 | $90,019 | | Dara Richardson-Heron, M.D. | $50,408 | $40,929 | $91,337 | | Natalie Sacks, M.D. | $55,000 | $40,929 | $95,929 | | Nancy Whiting, Pharm.D. | $57,312 | $40,929 | $98,241 | | Ran Zheng, M.S. | $59,171 | $40,929 | $100,100 |

  15. Non-Employee Director Compensation (2025)

    (1)The amounts shown represent the grant date fair values of option awards granted in 2025 as computed in accordance with ASC Topic 718. See Note 11 to the audited financial statements included in the 2025 Annual Report for a discussion of the assumptions used in the calculation of these amounts. As of December 31, 2025, the aggregate number of stock options outstanding held by our non-employee directors were: Dr. Braunstein, 216,440; Mr. Guggenhime, 216,440; Mr. Johnson, 145,500; Dr. Richardson-Heron, 145,500; Dr. Sacks, 219,900; Dr. Whiting, 158,560; and Ms. Zheng, 159,250.

  16. Narrative Disclosure to Non-Employee Director Compensation Table

    Narrative Disclosure to Non-Employee Director Compensation Table

  17. Director Compensation

    Director Compensation Cash Compensation. Our non-employee directors were compensated in 2025 as follows: •each non-employee director received an annual cash fee of $40,000; •any non-executive chair of our Board received an additional annual cash fee of $35,000; •each non-employee director who is a member of the audit committee received an additional annual cash fee of $7,500 ($15,000 for the audit committee chair); •each non-employee director who is a member of the compensation committee received an additional annual cash fee of $6,000 ($12,000 for the compensation committee chair); •each non-employee director who is a member of the NCG committee received an additional annual cash fee of $5,000 ($10,000 for the NCG committee chair); and •each non-employee director who is a member of the S&T committee received an additional annual cash fee of $5,000 ($10,000 for the S&T committee chair). All cash fees are paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. The amount of each payment is prorated for any portion of a calendar quarter that a non-employee director is not serving on our Board, based on the number of calendar days served by the non-employee director. Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee on which they serve. Equity Compensation. Non-employee directors are entitled to receive stock option grants upon joining our Board. These initial grants vest in three annual installments starting on the first anniversary of the grant date. Additionally, non-employee directors are entitled to receive annual stock option grants, which vest monthly over a one-year period from the grant date. Beginning on February 20, 2025, each non-employee director receives an annual stock option grant of 40,500 shares. Limit on Non-Employee Director Annual Compensation. Pursuant to our 2021 Plan, there are limits on the annual compensation that may be paid to our non-employee directors. Specifically, a non-employee director may not receive total compensation for any fiscal year that exceeds $750,000 (or $1,000,000 in the year of the director’s initial appointment to our Board). For this purpose, total compensation is the sum of the grant date fair value of any equity or equity-based awards granted to a non-employee director during the fiscal year, and the amount of cash fees or awards payable to the non-employee director in respect of their service during any fiscal year, including any amounts that are voluntarily deferred by the non-employee director.

  18. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, our Board is divided into three classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class of directors whose terms are then expiring, to serve from the time of election and qualification until the third annual meeting following their election and until their respective successors are duly elected and qualified or until their earlier death, resignation, or removal. Andrew Guggenhime, M.B.A., David Johnson, M.B.A., and Nancy Whiting, Pharm.D., are the Class II directors whose terms expire at the 2026 Annual Meeting. Each of Mr. Guggenhime, Mr. Johnson, and Dr. Whiting has been nominated for and has agreed to stand for re-election to our Board to serve as a Class II director until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation, or removal. The three Class II director nominees who receive the highest number of votes “FOR” election by holders of our common stock that are entitled to vote at the 2026 Annual Meeting on the election of directors will be elected as the Class II directors, provided that a quorum is present. Withhold votes and broker non-votes will have no effect on the outcome of this proposal. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted “FOR” the election of the three nominees listed above as Class II director nominees. We have no reason to believe that any of the nominees will be unable to serve. In the event that one or more of the nominees is unexpectedly not available to serve, proxies may be voted for another person(s) nominated as a substitute(s) by our Board, or our Board may reduce the number of directors to be elected as Class II directors at the 2026 Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including their period of service as a director, principal occupation and other biographical material is provided in Board of Directors and Corporate Governance above.