DEF 14A of Bicara Therapeutics Inc., Apr 27, 2026

DEF 14A of Bicara Therapeutics Inc.

Filed Apr 27, 2026 · FY20250001628280-26-027320

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of ten members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the class I directors are Ryan Cohlhepp, Pharm.D., Kiran Mazumdar-Shaw, and Jake Simson, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2028; •the class II directors are Christopher Bowden, M.D., Nils Lonberg, Ph.D., and Carolyn Ng, Ph.D., and their terms will expire at the Annual Meeting; and •the class III directors are Kate Haviland, Claire Mazumdar, Ph.D., Michael Powell, Ph.D., and Scott Robertson, and their terms will expire at the annual meeting of stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Christopher Bowden, M.D. and Carolyn Ng, Ph.D. for election as the class II directors at the Annual Meeting. Each of the nominees are currently directors, and each has indicated a willingness to continue to serve as a director, if elected. If any nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. Our board of directors has determined that Nils Lonberg, Ph.D. will not be nominated to stand for re-election when his current term expires at the Annual Meeting and, effective as of such resignation, Michael Powell, Ph.D., will be succeeding Dr. Lonberg as a member on and chairperson of the nominating and corporate governance committee. As a result, Dr. Lonberg’s service as a director will end on the date of the Annual Meeting. The decision not to nominate Dr. Lonberg for re-election is not the result of any dispute or disagreement with us. Immediately prior to the opening of the polls at the Annual Meeting, our board of directors has elected to reduce the size of our board of directors from ten to nine directors. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Bicara Therapeutics and our board of directors.

  2. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors The following table identifies our director nominees and sets forth their positions and offices with Bicara and their ages as of April 15, 2026. The biographical description of each director nominee includes the specific experience, qualifications, attributes and skills that led to our board of directors’ conclusion at the time of filing this proxy statement that each person listed below should continue to serve as a director.

  3. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with Bicara | Director Since | Age | | Christopher Bowden, M.D. | Director | 2024 | 65 | | Carolyn Ng, Ph.D. | Director | 2023 | 42 |

  4. Nominees for Election as Class II Directors

    Christopher Bowden, M.D. has served as a member of our board of directors since August 2024. From March 2023 until his retirement in November 2025, Dr. Bowden served as the Chief Medical Officer of Remix Therapeutics, Inc., a biotechnology company, or Remix. Dr. Bowden previously served as Strategic Advisor from September 2021 to March 2023 and Chief Medical Officer from May 2014 to September 2021 at Agios Pharmaceuticals, Inc., a biopharmaceutical company. Dr. Bowden has also served as a Clinical Consultant for a number of biotechnology and pharmaceutical companies and venture funds, including Rivus Pharmaceutics, Inc. from October 2021 to February 2023, Pyramid Biosciences, Inc. from December 2021 to July 2022, and Remix from March 2022 to March 2023. From October 2019 until March 2023, Dr. Bowden served as a member of the board of directors of Alaunos Therapeutics, Inc. (Nasdaq: TCRT) (formerly Ziopharm Oncology, Inc.), a pharmaceutical company. Dr. Bowden has also served on the boards of directors of various private companies. Dr. Bowden received a B.A. in chemistry from Lake Forest College and an M.D. from Hahnemann University School of Medicine followed by internal medicine training at Roger Williams Medical Center and the Providence VA Medical Center, Rhode Island. He completed his medical oncology fellowship at the National Cancer Institute Medicine Branch. Dr. Bowden is board-certified in internal medicine and medical oncology. We believe Dr. Bowden’s extensive leadership and medical experience in the life sciences industry qualifies him to serve on our board of directors. Carolyn Ng, Ph.D. has served as a member of our board of directors since December 2023. Dr. Ng currently serves as a Business Unit Partner at TPG Life Sciences Innovations, or TPG, a global investment firm, based in San Francisco, where she has led investments into transformative companies in different therapeutic areas since October 2021. Prior to joining TPG, Dr. Ng was a Managing Director at Vertex Ventures HC, a global healthcare and life sciences venture fund, where she joined in February 2015 and was promoted through various roles to be the co-Head of the investment team from June 2017 to September 2021. Dr. Ng serves on the board of directors of numerous private life sciences companies and previously served on the board of directors of Bicycle Therapeutics plc (Nasdaq: BCYC), a biotechnology company, from June 2017 until June 2020. Dr. Ng also serves as a member of the board of directors of Biocom California, the leading association representing the California life science industry. Dr. Ng holds a Ph.D. in cancer molecular biology from the National University of Singapore, where she was the recipient of the prestigious NGS, Integrative Sciences and Technology, Ph.D. scholarship, and holds a B.S. degree in Pharmacy from the National University of Singapore. We believe Dr. Ng’s extensive experience as an investor in and a member of the board of directors of numerous life sciences companies qualifies her to serve on our board of directors. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if any nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.

  5. Directors Continuing in Office or Not Standing for Re-Election

    Directors Continuing in Office or Not Standing for Re-Election The following table identifies our continuing directors and those not standing for re-election at this year’s Annual Meeting, and sets forth their positions and offices with Bicara, their class and year in which their term will expire and their ages as of April 15, 2026. The biographical description of each director includes the specific experience, qualifications, attributes and skills that qualify them to serve on our board of directors.

  6. Directors Continuing in Office or Not Standing for Re-Election

    | Name | Position and Offices Held with Bicara | Director Since | Class and Year in Which Term Will Expire | Age | | Ryan Cohlhepp, Pharm.D. | President, Chief Operating Officer and Director | 2024 | Class I – 2028 | 49 | | Kiran Mazumdar-Shaw | Director | 2018 | Class I – 2028 | 73 | | Jake Simson, Ph.D. | Director | 2023 | Class I – 2028 | 40 | | Nils Lonberg, Ph.D.* | Director | 2019 | Class II – 2026 | 70 | | Kate Haviland | Director | 2023 | Class III – 2027 | 50 | | Claire Mazumdar, Ph.D. | Chief Executive Officer and Director | 2020 | Class III – 2027 | 36 | | Michael Powell, Ph.D. | Director | 2024 | Class III – 2027 | 71 | | Scott Robertson | Director | 2023 | Class III – 2027 | 46 |

  7. Directors Continuing in Office or Not Standing for Re-Election

    *Dr. Lonberg will not be standing for re-election at this year’s Annual Meeting.

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

    Class I Directors (Term Expires at 2028 Annual Meeting) Ryan Cohlhepp, Pharm.D. has served as our President and Chief Operating Officer since October 2020, and as a member of our board of directors since August 2024 and previously from December 2020 to March 2023. Prior to Bicara, Dr. Cohlhepp was Senior Vice President, R&D Strategy and Operations at Rheos Medicines, Inc., a biopharmaceutical company, from March 2018 to October 2020. Earlier in his career, Dr. Cohlhepp served in roles of increasing responsibility at Takeda Oncology and Roche. Dr. Cohlhepp received a Pharm.D. from Purdue University. We believe Dr. Cohlhepp’s senior management experience in the biopharmaceutical industry make him well qualified to serve on our board of directors. Kiran Mazumdar-Shaw has served as a member of our board of directors since December 2018. Ms. Mazumdar-Shaw founded Biocon Limited, a global biopharmaceuticals company, in 1978 and has served as the Executive Chairperson since November 1978. Additionally, Ms. Mazumdar-Shaw has served as the Executive Chairperson of Biocon Biologics Limited, a global biosimilars company, since January 2021 and as the Non-Executive Chairperson of Syngene International Limited, a contract research, development and manufacturing organization, since April 2020. Ms. Mazumdar-Shaw also serves on the boards of directors of various private companies and educational institutions and holds key positions in certain governmental bodies. Ms. Mazumdar-Shaw holds a B.Sc. Honours degree in Zoology from Central College, Bangalore University and Post-Graduate in Malting and Brewing from Ballarat College, Melbourne University. She also has many honorary degrees from several renowned international universities. Ms. Mazumdar-Shaw is the aunt of our Chief Executive Officer, Claire Mazumdar, Ph.D. We believe Ms. Mazumdar-Shaw’s experience as a pioneering biotech entrepreneur and healthcare visionary qualifies her to serve on our board of directors. Jake Simson, Ph.D. has served as a member of our board of directors since March 2023. Since December 2020, Dr. Simson has served as a Partner of RA Capital Management, L.P., a life sciences investment advisor. Dr. Simson previously served as an associate, analyst and principal at RA Capital Management, L.P. from July 2013 to December 2020. Dr. Simson has served as a member of the board of directors of biotechnology and biopharmaceutical companies Tyra Biosciences, Inc. (Nasdaq: TYRA), Septerna, Inc. (Nasdaq: SEPT), and Janux Therapeutics, Inc. (Nasdaq: JANX) since January 2020, June 2023 and March 2021, respectively. Dr. Simson previously served on the board of directors of DICE Therapeutics, Inc. (Nasdaq: DICE), a biotechnology company, from December 2020 until it was acquired by Eli Lilly and Company in August 2023. Dr. Simson also serves on the boards of directors of various private companies. Dr. Simson received his Ph.D. in Biomedical Engineering from Johns Hopkins University and his B.S. in Materials Science and Engineering from Massachusetts Institute of Technology. We believe Dr. Simson is qualified to serve on our board of directors due to his experience serving as a director for several private and public life science companies and his experience in the life sciences investment industry.

  9. Class II Directors (Term Expires at This Year's Annual Meeting)

    Class II Directors (Term Expires at This Year's Annual Meeting) Nils Lonberg, Ph.D. has served as a member of our board of directors since April 2019 and was previously the Chairperson of our board of directors until August 2024. Since June 2025, Dr. Lonberg has served as Chief Executive Officer of Tripeaks Therapeutics, Inc., a biotechnology company. Dr. Lonberg also currently serves as an Executive in Residence at Canaan Partners, a venture capital firm, where he has been employed since May 2019 and where he focuses on investments in life science companies. Prior to Canaan Partners, Dr. Lonberg served as Vice President, Oncology Discovery Biology, at Bristol-Myers Squibb Co., a biopharmaceutical company, where he led drug discovery efforts for both targeted and immuno-oncology agents, from September 2009 to April 2019. Dr. Lonberg also serves on the boards of directors of various private companies. Dr. Lonberg received his Ph.D. in Biochemistry and Molecular Biology from Harvard University and a B.S. in chemistry from Reed College. He was a postdoctoral fellow at Memorial Sloan Kettering Cancer Center and was elected to the National Academy of Engineering in 2015. We believe Dr. Lonberg’s extensive executive, managerial and business experience with life sciences companies qualifies him to serve on our board of directors.

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

    Class III Directors (Term Expires at 2027 Annual Meeting) Kate Haviland has served as a member of our board of directors since September 2023. Ms. Haviland previously served as the President and Chief Executive Officer and a member of the board of directors of Blueprint Medicines Corporation, or Blueprint, a publicly traded biopharmaceutical company, from April 2022 until its acquisition by Sanofi in July 2025. Ms. Haviland was the Chief Operating Officer at Blueprint from January 2019 to April 2022 and the Chief Business Officer from January 2016 to January 2019. Prior to joining Blueprint, Ms. Haviland served as Vice President, Rare Diseases and Oncology Program Leadership at Idera Pharmaceuticals, Inc. (acquired by Aceragen, Inc.), a biopharmaceutical company, from April 2014 to December 2015, and as head of commercial development at Sarepta Therapeutics, Inc. (Nasdaq: SRPT), a biopharmaceutical and drug development company, from June 2012 to April 2014. Ms. Haviland currently serves on the board of directors of Fulcrum Therapeutics, Inc. (Nasdaq: FULC), a biopharmaceutical company, as well as a number of private companies. Ms. Haviland holds a B.A. from Wesleyan University with a double major in Molecular Biology/Biochemistry and Economics and an M.B.A. from Harvard Business School. We believe Ms. Haviland is qualified to serve on our board of directors because of her experience as an executive and director of publicly traded life sciences companies. Claire Mazumdar, Ph.D. has served as our Chief Executive Officer and as a member of our board of directors since January 2020. Prior to Bicara, Dr. Mazumdar was Head of Business Development and Corporate Strategy at Rheos Medicines, Inc., a biopharmaceutical company, from August 2017 to December 2019, which culminated in a large multi-target discovery partnership with Roche. Previously, Dr. Mazumdar was an investment professional at Third Rock Ventures, LLC, or Third Rock, a life sciences venture capital firm, from July 2017 to July 2019. Dr. Mazumdar has served on the board of directors of Relay Therapeutics, Inc. (Nasdaq: RLAY), a clinical-stage, precision medicine company, since June 2025. Dr. Mazumdar received a B.S. in Biological Engineering from Massachusetts Institute of Technology, a Ph.D. in Cancer Biology from Stanford School of Medicine, and an M.B.A. from Stanford Graduate School of Business. Dr. Mazumdar is the niece of Kiran Mazumdar-Shaw, a member of our board of directors. We believe Dr. Mazumdar’s senior management experience in the biopharmaceutical industry make her well qualified to serve on our board of directors. Michael Powell, Ph.D. has served as a member and as the Chairperson of our board of directors since August 2024. Since August 2025, Dr. Powell has served as a Venture Advisor at Lantana Ranch LLC. Dr. Powell was previously an Executive Partner/Venture Advisor at Omega Funds, a venture capital firm, from August 2021 until August 2025, and a General Partner at Sofinnova Investments, a biopharmaceutical investment firm, from August 1997 until June 2021. Dr. Powell served as a member of the board of directors of Galera Therapeutics, Inc. (Nasdaq: GRTX), a biopharmaceutical company, from November 2016 to December 2024, and the chair and a member of the board of directors of Checkmate Pharmaceuticals, Inc. (Nasdaq: CMPI), a biopharmaceutical company, from July 2015 to May 2022. Dr. Powell has also served on the boards of directors of several private companies. Dr. Powell received a B.S. in chemistry from Scarborough College, a Ph.D. in Physical Chemistry from the University of Toronto and completed post-doctoral studies in Bioorganic Chemistry at the University of California as a National Science and Engineering Research Council Scholar. We believe Dr. Powell’s extensive experience in the life sciences investment industry qualifies him to serve on our board of directors. Scott Robertson has served as a member of our board of directors since September 2023. Mr. Robertson currently serves as the Chief Financial Officer and Chief Business Officer of Star Therapeutics, Inc., a biotechnology company, since January 2024. Mr. Robertson also served as the Chief Business and Financial Officer of DICE Therapeutics, Inc. (Nasdaq: DICE), a biotechnology company, from July 2021 to December 2023 (including following the company's acquisition by Eli Lilly and Company in August 2023), the Chief Financial Officer from December 2017 to July 2021, and as the Vice President, Business Development & Strategic Planning from April 2016 to December 2017. He previously served as a Lecturer at the Haas School of Business at the University of California, Berkeley and as a member of the board of directors of Hexima Limited (ASX: HXL), a biotechnology company, from December 2018 to September 2023. Mr. Robertson received his B.S. in Business Administration from the University of Southern California and his M.B.A. from the Haas School of Business at the University of California, Berkeley. We believe Mr. Robertson’s extensive executive and business experience with life sciences companies qualifies him to serve on our board of directors. PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS BICARA THERAPEUTICS INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. KPMG LLP has served as our independent registered public accounting firm since 2021. The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder approval is not required to appoint KPMG LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of KPMG LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain KPMG LLP. If the selection of KPMG LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Bicara Therapeutics and its stockholders. A representative of KPMG LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

  11. Director Compensation

    Director Compensation The table below shows all compensation earned by or paid to our non-employee directors during the fiscal year ended December 31, 2025. Other than as set forth below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025. Claire Mazumdar, Ph.D., our Chief Executive Officer, and Ryan Cohlhepp, Pharm.D., our President and Chief Operating Officer, served as members of our board of directors and received no additional compensation for their services as members of our board of directors and, consequently, are not included in this table. The compensation received by Dr. Mazumdar and Dr. Cohlhepp during 2025 is set forth in the section of this proxy statement titled “Executive Compensation—2025 Summary Compensation Table.”

  12. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards($)(2) | Total ($) | | Christopher Bowden, M.D. (3) | 45,000 | 208,634 | 253,634 | | Kate Haviland (4) | 45,000 | 208,634 | 253,634 | | Nils Lonberg, Ph.D. (5) | 48,000 | 208,634 | 256,634 | | Kiran Mazumdar-Shaw (6) | 44,000 | 208,634 | 252,634 | | Carolyn Ng, Ph.D. (7) | — | — | — | | Michael Powell, Ph.D. (8) | 87,500 | 208,634 | 296,134 | | Scott Robertson (9) | 55,000 | 208,634 | 263,634 | | Jake Simson, Ph.D. (10) | 44,000 | 208,634 | 252,634 |

  13. Director Compensation

    | (1) The amounts reported represent the cash fees each director received for their services to our board of directors during the year ended December 31, 2025. | | (2) The amounts reported represent the aggregate grant date fair value of the stock option awards granted to our directors during 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting. A discussion of the assumptions used in determining grant date fair value may be found in Note 10 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock option awards or any sale of the underlying shares. | | (3) As of December 31, 2025, Dr. Bowden held outstanding options to purchase an aggregate of 83,247 shares of our common stock. | | (4) As of December 31, 2025, Ms. Haviland held outstanding options to purchase an aggregate of 99,555 shares of our common stock. | | (5) As of December 31, 2025, Dr. Lonberg held outstanding options to purchase an aggregate of 85,776 shares of our common stock. | | (6) As of December 31, 2025, Ms. Mazumdar-Shaw held outstanding options to purchase an aggregate of 55,826 shares of our common stock. | | (7) As of December 31, 2025, Dr. Ng did not hold outstanding options to purchase shares of our common stock. Dr. Ng has waived her right to participate in our non-employee director compensation program due to her affiliation with TPG Life Sciences Innovations and its affiliated funds, and accordingly, does not receive any stock options or cash fees for her services as a member of our board. | | (8) As of December 31, 2025, Dr. Powell held outstanding options to purchase an aggregate of 83,247 shares of our common stock. | | (9) As of December 31, 2025, Mr. Robertson held outstanding options to purchase an aggregate of 106,993 shares of our common stock. | | (10) As of December 31, 2025, Dr. Simson held outstanding options to purchase an aggregate of 47,492 shares of our common stock. Dr. Simson is affiliated with RA Capital Management L.P. and pursuant to the internal policies of RA Capital Management L.P., Dr. Simson holds these stock options as a nominee on behalf, and for the sole benefit, of RA Capital Management L.P. and has disclaimed beneficial ownership over these options and the underlying shares of common stock. |

  14. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee director compensation policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of each committee receives a higher retainer for such service. In August 2024, our board of directors adopted the non-employee director compensation policy, or the original director compensation policy, that became effective upon our IPO in September 2024. The original director compensation policy was amended by our board of directors in December 2025 to increase the annual cash retainer amounts, with effectiveness for the first quarterly payment in 2026, and further amended and restated in January 2026, or the A&R director compensation policy, to decrease the share amounts of the Initial Award and Annual Award (as each such term is defined below). The annual retainers for our non-employee directors during the fiscal years ended December 31, 2025 and December 31, 2026 pursuant to the original director compensation policy and our currently effective A&R director compensation policy, respectively, are as follows (payable quarterly in arrears and prorated for partial years of service):

  15. Non-Employee Director Compensation Policy

    | | 2025 Annual Retainer | 2026 Annual Retainer | | Board of Directors: | | | | Members | $40,000 | $40,000 | | Additional retainer for non-executive chair | $30,000 | $30,000 | | Additional retainer for lead independent director* | $20,000 | $20,000 | | Additional Annual Retainer for Committee Membership: | | | | Audit Committee: | | | | Members (other than chair) | $7,500 | $10,000 | | Chair | $15,000 | $20,000 | | Compensation Committee: | | | | Members (other than chair) | $5,000 | $7,500 | | Chair | $10,000 | $15,000 | | Nominating and Corporate Governance Committee: | | | | Members (other than chair) | $4,000 | $5,000 | | Chair | $8,000 | $10,000 |

  16. Non-Employee Director Compensation Policy

    * Our board of directors did not have a lead independent director at any time during 2025, and the position remains vacant as of the date of this proxy statement. The A&R director compensation policy provides that, upon initial election or appointment to our board of directors, each non-employee director will be granted a one-time stock option award to purchase 38,950 shares of our common stock, or Initial Award. During 2025 and prior to the effectiveness of the A&R director compensation policy, the Initial Award was for 47,492 shares of our common stock. The Initial Award will vest over three years from the grant date, with one-third vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments thereafter, subject to continued service through the applicable vesting date. The Initial Award will expire ten years from the date of grant and have an exercise price per share equal to the fair market value of our common stock on the date of grant. Furthermore, under the A&R director compensation policy, on the date of each annual meeting of stockholders, each non-employee director (other than a director receiving an Initial Award) who continues as a non-employee director following such meeting will be granted an annual stock option award to purchase 19,475 shares of our common stock, or Annual Award. During 2025 and prior to the effectiveness of the A&R director compensation policy, the Annual Award was for 23,746 shares of our common stock. The Annual Award will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next Annual Meeting of Stockholders, subject to continued service through the applicable vesting date. The Annual Award will expire ten years from the date of grant and have an exercise price per share equal to the fair market value of our common stock on the date of grant. If a non-employee director joins the board of directors on a date other than the date of our Annual Meeting of Stockholders, then, at the next Annual Meeting of Stockholders, in lieu of the Annual Award, such director will be granted a pro-rata portion of the Annual Award based on the number of full months between such director’s initial election or appointment and the such Annual Meeting of Stockholders. The Initial Award and the Annual Award are subject to full accelerated vesting upon the sale of the Company. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.

  17. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for services rendered to us in all capacities during the years indicated.

  18. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Claire Mazumdar, Ph.D. Chief Executive Officer | 2025 | 625,000 | — | — | 292,188 | 10,500 | 927,688 | | | 2024 | 517,500 | 287,000 | 8,088,723 | 10,000 | 15,300 | 8,918,523 | | Ryan Cohlhepp, Pharm.D. President and Chief Operating Officer | 2025 | 588,000 | 10,000 | — | 249,900 | 10,500 | 858,400 | | | 2024 | 517,500 | 278,000 | 3,641,839 | 10,000 | 20,250 | 4,467,589 | | David Raben, M.D. Chief Medical Officer(5) | 2025 | 525,000 | 5,000 | — | 170,625 | 8,539 | 709,164 |

  19. 2025 Summary Compensation Table

    | (1) In the cases of Dr. Cohlhepp and Dr. Raben, the amount reported during the fiscal year ended December 31, 2025 represent referral bonuses in the amounts of $10,000 and $5,000, respectively. For more information on these bonuses, see the description of the cash incentive bonuses under “2025 Cash Incentive Compensation” below. | | (2) The amounts reported represent the aggregate grant date fair value of stock option awards granted to our named executive officers during the applicable fiscal years, computed in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting. A discussion of the assumptions used in determining grant date fair value may be found in Note 10 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon exercise of the applicable award or sale of the underlying shares of stock. | | (3) The amounts reported for the fiscal year ended December 31, 2025 represent the annual bonuses each named executive officer earned under our annual cash bonus program based on achievement of company performance and individual performance during the applicable fiscal year, which were paid in the first quarter of fiscal year following the applicable fiscal year. | | (4) The amounts reported represent employer profit sharing contributions and employer matching contributions earned by our named executive officers under our 401(k) plan during the applicable fiscal years. | | (5) Dr. Raben was not a named executive officer for the fiscal year ended December 31, 2024. |

  20. 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.

  21. Outstanding Equity Awards at 2025 Fiscal Year End

    | Name | Grant Date | Vesting Commencement Date | Option Awards(1) | | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Claire Mazumdar, Ph.D. | 11/19/2021 | 11/8/2021 | 90,981(2) | —(2) | 4.10 | 11/19/2031 | | | 11/19/2021 | 11/8/2021 | 8,334(2) | —(2) | 4.10 | 11/19/2031 | | | 10/4/2022 | 10/4/2022 | 48,683(2) | 16,227(2) | 4.44 | 10/4/2032 | | | 4/5/2023 | 4/5/2023 | 69,035(2) | 68,965(2) | 3.79 | 4/5/2033 | | | 8/8/2023 | 8/8/2023 | 73,057(2) | 163,050(2) | 3.79 | 8/8/2033 | | | 12/14/2023 | 12/14/2023 | 268,008(2) | 297,504(2) | 5.45 | 12/14/2033 | | | 8/13/2024 | 8/13/2024 | 356,670(2) | 784,672(2) | 9.24 | 8/13/2034 | | Ryan Cohlhepp, Pharm.D. | 11/19/2021 | 11/8/2021 | 3,126(2) | —(2) | 4.10 | 11/19/2031 | | | 11/19/2021 | 11/8/2021 | 17,710(2) | —(2) | 4.10 | 11/19/2031 | | | 10/4/2022 | 10/4/2022 | 23,682(2) | 16,227(2) | 4.44 | 10/4/2032 | | | 4/5/2023 | 4/5/2023 | 44,627(2) | 44,625(2) | 3.79 | 4/5/2033 | | | 8/8/2023 | 8/8/2023 | 35,080(2) | 106,254(2) | 3.79 | 8/8/2033 | | | 12/14/2023 | 12/14/2023 | 189,324(2) | 189,320(2) | 5.45 | 12/14/2033 | | | 8/13/2024 | 8/13/2024 | 160,587(2) | 353,287(2) | 9.24 | 8/13/2034 | | David Raben, M.D. | 8/8/2023 | 7/24/2023 | 32,983(3) | 66,004(3) | 3.79 | 8/8/2033 | | | 8/8/2023 | 8/8/2023 | 31,550(2) | 37,863(2) | 3.79 | 8/8/2033 | | | 12/14/2023 | 12/14/2023 | 57,812(2) | 77,080(2) | 5.45 | 12/14/2033 | | | 8/13/2024 | 8/13/2024 | 67,615(2) | 148,753(2) | 9.24 | 8/13/2034 |

  22. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) Each award granted prior to September 2024 was granted under the Bicara Therapeutics Inc. 2019 Stock Option and Grant Plan, as amended from time to time, or the 2019 Plan, and each award granted during or after September 2024 was granted under the Bicara Therapeutics Inc. 2024 Stock Option and Grant Plan, or the 2024 Plan. | | (2) The shares underlying the stock option award vest in 16 equal quarterly installments over a four-year period, commencing on the vesting commencement date, subject to the applicable named executive officer’s continued service through the applicable vesting date. The award is also subject to certain accelerated vesting rights as set forth in the applicable named executive officer’s Employment Agreement, as described below. | | (3) 25% of the shares underlying this option vested on the first anniversary of the vesting commencement date, with the remainder vesting in 12 equal quarterly installments thereafter, subject to the applicable named executive officer’s continued service through the applicable vesting date. The award is also subject to certain accelerated vesting rights as set forth in the applicable named executive officer’s Employment Agreement, as described below. |