DEF 14A of Entrada Therapeutics, Inc., Apr 24, 2026

DEF 14A of Entrada Therapeutics, Inc.

Filed Apr 24, 2026 · FY20250001689375-26-000021

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our board of directors currently consists of seven 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 Dipal Doshi, Kush M. Parmar, M.D., Ph.D. and Mary Thistle, and their terms will expire at the annual meeting of stockholders to be held in 2028; •the Class II directors are Peter S. Kim, Ph.D. and Bernhardt Zeiher, M.D., and their terms will expire at the Annual Meeting; and •the Class III directors are Gina Chapman and Maha Radhakrishnan, M.D., 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 Peter S. Kim, Ph.D. and Bernhardt Zeiher, M.D. for election as the Class II directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become 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 adopted the Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, which provide that, in evaluating a director candidate, our nominating and corporate governance committee will consider a candidate’s character, integrity, judgment, background, perspective and experience, independence, skills, education, expertise, conflicts of interest, among other factors. In addition to the information presented below regarding each of the nominee’s and continuing director’s specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that they 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 our company 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 principal occupation and business experience during the last five years and their ages as of April 13, 2026.

  3. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with Entrada | Director Since | Age | | Peter S. Kim, Ph.D. | Director | 2020 | 67 | | Bernhardt Zeiher, M.D. | Director | 2023 | 62 |

  4. Nominees for Election as Class II Directors

    Peter S. Kim, Ph.D., has served as a member of our board of directors since December 2020. Since 2014, Dr. Kim is the Virginia & D.K. Ludwig Professor of Biochemistry at Stanford University School of Medicine and an Institute Scholar of Stanford ChEM-H. Prior to his current role in academia, he was President of Merck Research Laboratories from 2003 to 2013 and oversaw development of more than 20 new medicines and vaccines, including JANUVIA, the first DPP 4 inhibitor for type 2 diabetes; GARDASIL, the first vaccine for the prevention of cervical cancer; ISENTRESS, the first HIV-1 integrase inhibitor; ZOSTAVAX, the first vaccine for the prevention of shingles; and KEYTRUDA, the first FDA approved PD -1 immune checkpoint inhibitor for the treatment of cancer. Earlier, he was Professor of Biology at MIT, Member of the Whitehead Institute and an HHMI Investigator, where he discovered a salient component of how proteins cause viral membranes to fuse with cells, designed novel compounds to stop membrane fusion by HIV-1, and pioneered efforts to create an AIDS vaccine based on similar principles. He is a member of the National Academy of Sciences, the National Academy of Medicine and the National Academy of Engineering. Dr. Kim received a B.A. in Chemistry from Cornell University and a Ph.D. in Biochemistry from Stanford University. We believe that Dr. Kim is qualified to serve as a member of our board of directors because of his scientific background and his extensive experience in the life sciences industry. Bernhardt Zeiher, M.D., has served as a member of our board of directors since April 2023. Dr. Zeiher previously held senior leadership positions at Astellas Pharma Inc. (“Astellas Pharma”), a publicly traded global pharmaceutical company, including as Chief Medical Officer from April 2019 to 2022; Chief Medical Officer and President of Development from April 2018 to April 2019; and President of Development from 2015 to April 2018. Prior to joining Astellas Pharma, Dr. Zeiher held various leadership positions at Pfizer, Inc. (“Pfizer”), a global pharmaceutical company, including Vice President, Inflammation Disease Area Lead from 2009 to 2010 and Executive Director, Inflammation and Pain Clinical Development from 2006 to 2009. Before joining Pfizer, Dr. Zeiher held various leadership positions at Eli Lilly and Company, a global pharmaceutical company, including Medical Director from 2002 to 2005 and Head, Critical Care Clinical Research from 2001 to 2002. Dr. Zeiher also worked as an Associate Medical Director at Merck & Co. Inc. from 1998 to 2000. In addition to his leadership roles in the pharmaceutical industry, Dr. Zeiher also has served as a member of the boards of directors of Amylyx Pharmaceuticals, Inc., a publicly traded clinical-stage biopharmaceutical company, since March 2024 and Abeona Therapeutics Inc., a publicly traded clinical-stage biopharmaceutical company, since August 2024. Previously, Dr. Zeiher served as a member of the boards of directors for TransCelerate BioPharma Inc. from 2014 to 2022 and the Biotechnology Innovation Organization from 2019 to 2021. Dr. Zeiher received a B.S. in Biology from the University of Toledo, earned his Doctor of Medicine at the Case Western Reserve University School of Medicine, and completed an internal medicine residency at University Hospitals of Cleveland as well as a fellowship in Pulmonary and Critical Care Medicine at University of Iowa Hospitals and Clinics. He is also a Fellow in the American College of Physicians and the American College of Chest Physicians. We believe that Dr. Zeiher is qualified to serve on our board of directors due to his experience as a senior executive in the pharmaceutical industry, as well as his service on the boards of directors of several organizations. 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 the nominees are 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

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 13, 2026.

  6. Directors Continuing in Office

    | Name | Position and Offices Held with Entrada | Director Since | Class and Year in Which Term Will Expire | Age | | Dipal Doshi | Chief Executive Officer, Director | 2017 | Class I – 2028 | 50 | | Kush M. Parmar, M.D., Ph.D. | Board Chairman, Director | 2016 | Class I – 2028 | 45 | | Mary Thistle | Director | 2021 | Class I – 2028 | 66 | | Gina Chapman | Director | 2023 | Class III – 2027 | 58 | | Maha Radhakrishnan, M.D. | Director | 2025 | Class III – 2027 | 56 |

  7. Class I Directors (Terms Expire at 2028 Annual Meeting)

    Class I Directors (Terms Expire at 2028 Annual Meeting) Dipal Doshi, has served as our Chief Executive Officer and as a member of our board of directors since August 2017, and as our President from August 2017 to January 2024. Prior to joining us, from July 2014 to August 2017, Mr. Doshi served as Chief Business Officer at Amicus Therapeutics Inc., a publicly traded global biotechnology company focused on rare diseases, where he led the company’s business and corporate development, global strategy, new product planning and commercial planning functions. Previously, from 2008 to 2013, Mr. Doshi served as Senior Vice President at a New York-based healthcare private equity fund. From 2005 to 2008, Mr. Doshi held corporate development and operating roles at Catalent Pharma Solutions (now Catalent, Inc.). He was also a member of Merrill Lynch’s Investment Banking Group. Mr. Doshi has served on the boards of directors of the Biotechnology Innovation Organization (BIO), the world's largest biotechnology advocacy organization representing biotech companies, industry leaders, and U.S. state biotech associations, since March 2026, Azenta, Inc., a publicly traded global provider of life sciences solutions, since January 2025, and āshibio, Inc., a privately held, clinical-stage biotechnology company, since September 2024. He is also a Fellow of the Aspen Institute and on the board of advisors of Life Science Cares Boston. Mr. Doshi received his M.B.A. from The Wharton School of the University of Pennsylvania and his B.A. from Rutgers University. We believe that Mr. Doshi is qualified to serve on our board of directors because of his considerable qualifications, attributes and skills, including his experience in leadership roles in the biopharmaceutical industry. Kush M. Parmar, M.D., Ph.D., has served as a member of our board of directors since October 2016 and, as Chairman since December 2020. Dr. Parmar is a Managing Partner at 5AM Ventures, an early-stage venture capital firm focused on the life sciences, where he has been employed since 2010. Prior to 5AM Ventures, Dr. Parmar was at Harvard Medical School, where he was an NIH-sponsored M.D./Ph.D. Physician Scientist Fellow in the Harvard-MIT Health Sciences and Technology Program. He completed clinical clerkships at the Massachusetts General & Brigham and Women’s Hospitals. At Princeton University, Dr. Parmar worked on developmental genetics with Eric F. Wieschaus (Nobel Prize in Medicine in 1995). Dr. Parmar currently serves as a director on the boards of multiple private biotechnology companies including: Ensoma, Inc., GlycoEra AG, Precede Biosciences, Inc., and ProLynx, Inc., as well as Syngene International Ltd., an integrated research, development, and manufacturing services company. Dr. Parmar previously served as a director on the boards of 5:01 Acquisition Corp., a publicly traded special purpose acquisition company, from September 2020 to October 2022, Akouos, Inc. (acquired by Eli Lilly and Company), a publicly traded precision genetic medicine company, from October 2017 to December 2022, Arvinas, Inc. from July 2013 to November 2019, Audentes Therapeutics, Inc. (acquired by Astellas Pharma Inc.), from July 2013 to November 2018, Homology Medicines, Inc. (acquired by Q32 Bio Inc.), a publicly traded genetic medicines company, from March 2015 to September 2022, Rallybio Corporation, a publicly traded biotechnology company, from April 2018 to October 2024, scPharmaceuticals, Inc., from March 2014 to July 2018, and Vor Biopharma, Inc., a publicly traded cell therapy company, from July 2020 to April 2023. Dr. Parmar currently serves on the Advisory Boards of Harvard Medical School, Penn Medicine, Princeton University’s Department of Molecular Biology, the Grace Science Foundation, and is a Fellow of the Society of Kauffman Fellows. He holds an A.B. in Molecular Biology and Medieval Studies from Princeton University, a Ph.D. in Experimental Pathology from Harvard University and an M.D. from Harvard Medical School. We believe that Dr. Parmar’s experience in the life sciences industry, his experience as a venture capitalist and senior executive, as well as his service on the boards of directors of numerous companies provide him with the qualifications to serve as a director of our company. Mary Thistle, has served as a member of our board of directors since May 2021. Previously, Ms. Thistle served as Chief of Staff from 2018 to 2020 and Special Advisor from 2020 to 2022 to the Bill & Melinda Gates Medical Research Institute, a non-profit biotech organization. Prior to this, she held senior leadership positions at Dimension Therapeutics, Inc., a gene therapy company, including Chief Operating Officer from 2016 to 2017 and Chief Business Officer from 2015 to 2016. Prior to joining Dimension Therapeutics, Inc., Ms. Thistle held various leadership positions at Cubist Pharmaceuticals, Inc., a biopharmaceutical company, including Senior Vice President, Business Development from 2014 to 2015, Vice President, Business Development from 2012 to 2013 and Senior Director, Business Development from 2009 to 2012. Ms. Thistle currently serves as a member of the boards of directors of Atkis Oncology, Inc., a publicly traded biotechnology company, Cullinan Therapeutics, Inc., a publicly traded biotechnology company, Q32 Bio Inc. (formerly Homology Medicines, Inc.), a publicly traded biotechnology company, as well as on the board of a private company. Ms. Thistle previously served on the board of directors of Vigil Neuroscience, Inc., a publicly traded biopharmaceutical company, from April 2022 to August 2025 and Alaunos Therapeutics, Inc. (formerly known as Ziopharm Oncology, Inc.), a publicly traded biopharmaceutical company, from November 2020 to December 2023. Ms. Thistle received a B.S. in Accounting from the University of Massachusetts. We believe that Ms. Thistle is qualified to serve on our board of directors due to her finance background and industry experience.

  8. Class III Directors (Terms Expire at 2027 Annual Meeting)

    Class III Directors (Terms Expire at 2027 Annual Meeting) Gina Chapman, has served as a member of our board of directors since September 2023. Ms. Chapman served as the President and Chief Executive Officer and as a member of the board of directors of CARGO Therapeutics, Inc. (“CARGO”), a publicly traded clinical-stage biotechnology company, from May 2022 to May 2025. Prior to joining CARGO, Ms. Chapman spent 15 years at Genentech, Inc., a privately held biotechnology company and member of the Roche Group, where she held a number of roles of increasing responsibility. Most recently, from September 2021 to April 2022, Ms. Chapman served as Senior Vice President and Business Unit Head, Specialty and Chronic Care, and from April 2020 to November 2021, as Senior Vice President and Oncology/Hematology Business Unit Head. From May 2019 to April 2020, Ms. Chapman served as Vice President and Franchise Head for Avastin, Herceptin, and Rituxan, and from August 2018 to April 2019, as Vice President and Franchise Head for Hemophilia and Bleeding Disorders. Ms. Chapman began her career with Syntex Laboratories, Inc. and later joined Gilead Sciences, Inc., where she was responsible for the launch of the company’s first commercial medicine. Ms. Chapman received a B.A. with honors in Economics and Sociology from the University of California, Santa Barbara. We believe that Ms. Chapman is qualified to serve on our board of directors due to her extensive experience as a senior executive in the biopharmaceutical industry across numerous therapeutic areas. Maha Radhakrishnan, M.D., has served as a member of our board of directors since June 2025. Since August 2024, Dr. Radhakrishnan has served as Executive Partner at Sofinnova Investments, a therapeutics-focused investment firm, where she leads in-depth diligence across clinical-ready assets in multiple therapeutic areas and provides expertise to portfolio companies in areas including product development and commercialization. From January 2020 to March 2024, Dr. Radhakrishnan served as Group Senior Vice President and Chief Medical Officer at Biogen, where she was responsible for the worldwide medical function. Prior to Biogen, she served as Senior Vice President and Global Head of Medical, Primary Care Business Unit at Sanofi. Previously, she held several leadership roles at Bioverativ (acquired by Sanofi), Bristol Myers Squibb, UnitedHealth Group and Cephalon (acquired by Teva Pharmaceuticals). In addition to her leadership roles in the pharmaceutical industry, Dr. Radhakrishnan also currently serves as a member of the boards of directors of Candel Therapeutics, Inc., a publicly traded biotechnology company, since June 2025 and Claris Biotherapeutics, Inc., a privately held biotechnology company, since December 2025, and she has also served as a board observer for Marea Therapeutics, Inc., a privately held biotechnology company, since January 2025. Dr. Radhakrishnan received her M.D. in Internal Medicine with honors from the People’s Friendship University in Moscow, Russia, as well as a Master's degree in the Russian language. We believe that Dr. Radhakrishnan is qualified to serve on our board of directors due to her extensive background in the life sciences industry, including with product development and commercialization. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of ours. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

  9. PROPOSAL NO. 3 — TO APPROVE THE AMENDMENT NO. 1 TO THE COMPANY'S 2021 STOCK OPTION AND INCENTIVE PLAN

    PROPOSAL NO. 3 — TO APPROVE THE AMENDMENT NO. 1 TO THE COMPANY'S 2021 STOCK OPTION AND INCENTIVE PLAN

  10. Background and Reasons for the Proposed Amendment

    Background and Reasons for the Proposed Amendment On March 26, 2026, as discussed with and supported by our compensation committee, our board of directors approved the Amendment No. 1 to the Entrada Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan” and, as amended, the “Amended Plan”), subject to approval from our shareholders at the Annual Meeting. The Amended Plan will amend the evergreen provision to provide that the Company’s outstanding pre-funded warrants shall be added to the total number of shares of common stock that are issued and outstanding as of each December 31 to which the evergreen formula will be applied for purposes of calculating the annual increase (the “2021 Plan Amendment”). The 2021 Plan Amendment is the only proposed change under Amendment No. 1 to the 2021 Plan. We operate in a competitive market and new hire and annual equity grants are essential in helping us attract and retain talented individuals. Our compensation committee and the board of directors believe our stock-based compensation programs enable us to maintain our competitive position regarding recruiting and retaining highly skilled and engaged personnel. We also believe that stock options are a key element of our stock-based compensation program. In order for us to continue to leverage equity grants in a similar manner as part of our recruiting and retention strategy, we would like to include pre-funded warrants in calculating the total number of shares of common stock that are issued and outstanding. The current evergreen provision calculation is based solely on shares of common stock that are issued and outstanding. The 2021 Plan Amendment would not be effective for this past year and would only affect future annual increases to our share reserve. In June 2024, we completed a registered direct offering of our common stock and in lieu of common stock to certain investors, pre-funded warrants to purchase shares of our common stock. By issuing pre-funded warrants, we increased the funds available to progress our research and clinical candidates without increasing the outstanding shares. As a result of issuing pre-funded warrants, which do not increase the outstanding shares available, the shares available annually under the evergreen provision did not increase proportionally. We are seeking to remedy this so we have a proportional amount of available shares in our equity-based compensation program to attract and retain talented individuals. For illustrative purposes, as of April 13, 2026, we had 38,820,616 shares of common stock that were issued and outstanding and 3,367,003 pre-funded warrants outstanding. Assuming these are the shares of common stock and pre-funded warrants outstanding on January 1, 2027, under the 2021 Plan’s current evergreen provision, we would be able to authorize an additional 1,552,824 shares for issuance. Under the same scenario, but with the 2021 Plan Amendment’s evergreen provision, we would be able to authorize an additional 134,680 shares for issuance, resulting in an increase of 1,687,504 shares, or approximately 4.00% of our total capitalization. If shareholders approve the 2021 Plan Amendment, the share reserve will increase with any future shares added pursuant to the Amended Plan’s “evergreen” provision until the Amended Plan’s expiration in October 2031. We believe that this proposal to amend the evergreen provision is within the spirit of the 2021 Plan. Our board of directors and compensation committee, with the guidance of a nationally recognized independent compensation consultant firm, have determined that the inclusion of pre-funded warrants in calculating the total number of shares of common stock that are issued and outstanding on each December 31 for purposes of calculating the annual increase is reasonable based on our modeling and does not represent an excess number of shares. In addition, our compensation committee determined the size of the reserved pool under the Amended Plan based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees and an assessment of the magnitude of increase that many of our institutional investors would likely find acceptable. The pre-funded warrants, if included, would allow us to have a number of shares in our 2021 Plan reserve that are comparable in size to similarly-situated companies that do not have these pre-funded warrants outstanding. We anticipate that if our request to amend the evergreen provision is approved by our shareholders, it will better position us to provide equity incentives to attract, retain, and motivate employees for at least the next several years. If our shareholders do not approve the 2021 Plan Amendment, our plans to operate our business may be materially impacted because we otherwise may not have sufficient shares available under our 2021 Plan to attract and retain new employees or to motivate and retain our existing employees in the future. This could require us to offer a different mix of equity and cash-based incentives as well as annual cash incentive bonus plans rather than relying heavily on equity awards to compete for talent. We believe that the alternatives to our current compensation program would not have significant long-term retention value and would not serve to align our employees’ interests as closely with those of our shareholders in the absence of equity incentives. As we scale our growth to progress our research and clinical candidates, we want to continue a culture of ownership that aligns directly with our mission and values.

  11. Plan Benefits

    | Name | Number of Options (#) | Number of RSUs and PSUs (#) | | Dipal Doshi | 1,147,471 | 604,975 | | Chief Executive Officer | | | | Natarajan Sethuraman | 631,727 | 286,482 | | President of Research and Development | | | | Nathan Dowden | 463,611 | 284,995 | | President and Chief Operating Officer | | | | All executive officers as a group | 2,242,809 | 1,176,452 | | All current directors who are not executive officers as a group | 518,918 | — | | Each nominee for election as a director | — | — | | Each associate of any executive officers, current directors or director nominees | — | — | | Each other person who received or is to receive 5% of awards | 390,769 | — | | All employees, excluding executive officers, as a group | 3,216,085 | 4,233,325 |

  12. Equity Compensation Plan Information

    Equity Compensation Plan Information See above under the heading “Equity Compensation Plan Information” for information as of December 31, 2025 regarding shares of common stock that may be issued under our equity compensation plans. For Proposal No. 3, the affirmative vote of holders of a majority of the shares outstanding and entitled to vote as of the record date is required to approve the Amendment No. 1 to the 2021 Plan. Abstentions and broker non-votes have no effect on the approval of the Amendment No. 1 to the 2021 Plan. The board of directors recommends voting “FOR” Proposal No. 3 to approve the Amendment No. 1 to the Company’s 2021 Stock Option and Incentive Plan.

  13. Compensation Committee

    Compensation Committee Kush M. Parmar, M.D., Ph.D., Mary Thistle and Bernhardt Zeiher, M.D., serve on the compensation committee, which is chaired by Kush M. Parmar, M.D., Ph.D. Our board of directors has determined that each member of the compensation committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2025, the compensation committee met six (6) times. The compensation committee’s responsibilities include: •annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer; •evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation: (i) reviewing and approving the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans; •reviewing and approving the compensation of our other executive officers, and at the discretion of the compensation committee, other members of senior management; •reviewing and establishing our overall management compensation philosophy and policy; •overseeing and administering our compensation and similar plans; •reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules; •retaining and approving the compensation of any compensation advisors; •reviewing and recommending to the board of directors our policies and procedures for the grant of equity-based awards; •reviewing and approving grants and awards under incentive-based compensation plans and equity-based plans, in each case consistent with the terms of such plans; •reviewing and recommending to the board of directors the compensation of our directors, including compensation under any equity-based plans; and •preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement or annual report on Form 10-K. The compensation committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members to carry out its responsibilities. For example, to the extent permitted by applicable law and the provisions of a given equity-based plan, the compensation committee may delegate to a committee consisting of one or more officers of the Company, including our Chief Executive Officer, the power and authority to grant certain equity awards under our 2021 Stock Option and Incentive Plan (the “2021 Plan”) to new hires of the Company and existing officers or employees of the Company who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and are not members of such subcommittee, in connection with promotions, market adjustments, employee recognition or retention, in each case, subject to certain limitations.

  14. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during our fiscal year 2025, and our next two most highly compensated executive officers in respect of their service to our company for the fiscal year ended December 31, 2025. We refer to these individuals as our named executive officers. The compensation provided to our named executive officers for the fiscal year ended December 31, 2025, is detailed in the “2025 Summary Compensation Table” and accompanying footnotes and narrative that follow. Our named executive officers for the fiscal year ended December 31, 2025, are: •Dipal Doshi, our Chief Executive Officer; •Natarajan Sethuraman, Ph.D., our President of Research and Development; and •Nathan J. Dowden, our President and Chief Operating Officer. To date, the compensation of our named executive officers has consisted of a combination of base salary, cash bonuses and long-term incentive compensation in the form of stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”). Our named executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans. Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. In 2025, the compensation committee retained the services of Pay Governance, as its external compensation consultant and the board of directors and the compensation committee considered Pay Governance’s input on certain compensation matters as they deemed appropriate. Pay Governance assisted in developing a group of peer companies to help us determine overall compensation for our executive officers and non-employee directors, as well as to assess each separate element of compensation. The goal was to ensure that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and aligned with our business and executive talent requirements. We do not believe the retention of, and the work performed by, Pay Governance creates any conflict of interest because Pay Governance performs no other work for our company besides advising the compensation committee.

  15. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2025 and December 31, 2024.

  16. 2025 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Dipal Doshi | 2025 | 635,000 | 1,387,428 | 1,452,059 | 349,250 | 14,000 | 3,837,737 | | Chief Executive Officer | 2024 | 610,000 | 1,437,531 | 1,494,662 | 335,510 | 13,800 | 3,891,503 | | Natarajan Sethuraman Ph. D. | 2025 | 520,000 | 725,952 | 760,363 | 234,000 | 14,000 | 2,254,315 | | President of Research and Development | 2024 | 493,232 | 605,493 | 630,015 | 221,980 | 11,980 | 1,962,700 | | Nathan J. Dowden | 2025 | 499,200 | 725,952 | 760,363 | 224,640 | 13,342 | 2,223,497 | | President and Chief Operating Officer | 2024 | 480,000 | 1,278,263 | 472,615 | 216,010 | 13,800 | 2,460,688 |

  17. 2025 Summary Compensation Table

    (1) The amounts reported in the Stock Awards and Option Awards columns above represent the aggregate grant date fair value of the RSUs, PSUs and stock options awarded to the named executive officers during the 2025 and 2024 fiscal years, calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs, PSUs and stock options reported in this column are set forth in Note 8 of our Annual Report on Form 10-K filed with the SEC on February 26, 2026. The amounts reported in this column reflect the accounting cost for these PSUs, RSUs and stock option awards and does not correspond to the actual economic value that may be received by the named executive officers upon the vesting of the PSUs, RSUs and stock options or any sale of the shares. The PSU awards are valued at probable achievement as of the date of the grant. If the PSU awards granted during 2024 were valued at maximum, the amounts included in the Stock Awards column with respect to the PSU awards would be: Mr. Doshi; $1,486,000, Dr. Sethuraman; $1,188,800, and Mr. Dowden; $445,800. (2) The amount reported represents annual bonuses earned for performance during the year ended December 31, 2025 and December 31, 2024, respectively, and that are based on achievement of certain Company performance metrics. (3) The amount reported represents the employer matching contribution to the executive’s 401(k) plan contributions during the relevant year.

  18. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  19. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Options Awards | | | | | | Name | Vesting Commencement Date(1) | Number Of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | | Dipal Doshi | 12/31/2018 | 399,989 | — | 1.74 | 5/14/2029 | | | 8/12/2020 | 140,362 | — | 2.10 | 12/16/2030 | | | 3/30/2021 | 312,750 | — | 8.47 | 5/19/2031 | | | 8/2/2021 | 82,920 | — | 12.52 | 8/2/2031 | | | 10/28/2021 | 184,821 | — | 20.00 | 10/27/2031 | | | 3/1/2022 | 170,156 | 11,344 | 11.57 | 3/1/2032 | | | 7/1/2022 | 77,516 | 13,234 | 12.00 | 7/1/2032 | | | 3/1/2023 | 51,734 | 23,516 | 12.25 | 3/1/2033 | | | 9/1/2023 | 42,328 | 32,922 | 15.41 | 9/1/2033 | | | 3/1/2024 | 69,344 | 89,156 | 13.73 | 3/1/2034 | | | 3/1/2025 | — | 173,400 | 11.94 | 3/1/2035 | | Natarajan Sethuraman | 3/4/2019 | 68,312 | — | 1.74 | 3/5/2029 | | | 8/12/2020 | 10,284 | — | 2.10 | 12/16/2030 | | | 3/30/2021 | 96,377 | — | 8.47 | 5/19/2031 | | | 8/2/2021 | 4,146 | — | 12.52 | 8/2/2031 | | | 10/28/2021 | 243,639 | — | 20.00 | 10/27/2031 | | | 3/1/2022 | 65,180 | 4,345 | 11.57 | 3/1/2032 | | | 7/1/2022 | 29,693 | 5,070 | 12.00 | 7/1/2032 | | | 3/1/2023 | 14,781 | 6,719 | 12.25 | 3/1/2033 | | | 9/1/2023 | 12,094 | 9,406 | 15.41 | 9/1/2033 | | | 3/1/2024 | 29,225 | 37,575 | 13.73 | 3/1/2034 | | | 3/1/2025 | — | 90,800 | 11.94 | 3/1/2035 | | Nathan Dowden | 11/4/2019 | 64,831 | — | 1.74 | 12/10/2029 | | | 8/12/2020 | 46,117 | — | 2.10 | 12/16/2030 | | | 3/30/2021 | 82,973 | — | 8.47 | 5/19/2031 | | | 8/2/2021 | 4,146 | — | 12.52 | 8/2/2031 | | | 10/28/2021 | 95,148 | — | 20.00 | 10/27/2031 | | | 3/1/2022 | 63,352 | 4,223 | 11.57 | 3/1/2032 | | | 7/1/2022 | 28,861 | 4,927 | 12.00 | 7/1/2032 | | | 3/1/2023 | 14,781 | 6,719 | 12.25 | 3/1/2033 | | | 9/1/2023 | 12,094 | 9,406 | 15.41 | 9/1/2033 | | | 3/1/2024 | 21,919 | 28,181 | 13.73 | 3/1/2034 | | | 3/1/2025 | — | 90,800 | 11.94 | 3/1/2035 |

  20. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) For all option awards with shares remaining subject to vesting, 25% of the shares vest upon the first anniversary of the vesting commencement date, with the remainder vesting in 36 equal monthly installments thereafter, such that the award is fully vested as of the fourth anniversary of the vesting commencement date, subject to the named executive officer’s continuous service relationship through each such date.

  21. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | | | | Name | Vesting Commencement Date(1) | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | Dipal Doshi | 3/1/2022 | 7,562 | 77,737 | — | — | | | 9/1/2022 | 3,781 | 38,869 | — | — | | | 3/1/2023 | 24,825 | 255,201 | — | — | | | 9/1/2023 | 24,825 | 255,201 | — | — | | | 3/1/2024 | 78,525 | 807,237 | — | — | | | 9/11/2024(2) | — | — | 100,000 | 1,028,000 | | | 3/1/2025 | 116,200 | 1,194,536 | — | — | | Natarajan Sethuraman | 3/1/2022 | 2,897 | 29,781 | — | — | | | 9/1/2022 | 1,448 | 14,885 | — | — | | | 3/1/2023 | 7,100 | 72,988 | — | — | | | 9/1/2023 | 7,100 | 72,988 | — | — | | | 3/1/2024 | 33,075 | 340,011 | — | — | | | 9/11/2024(2) | — | — | 80,000 | 822,400 | | | 3/1/2025 | 60,800 | 625,024 | — | — | | Nathan Dowden | 3/1/2022 | 2,816 | 28,948 | — | — | | | 9/1/2022 | 1,408 | 14,474 | — | — | | | 3/1/2023 | 7,100 | 72,988 | — | — | | | 9/1/2023 | 7,100 | 72,988 | — | — | | | 3/1/2024 | 24,825 | 255,201 | — | — | | | 3/1/2024(3) | 60,000 | 616,800 | — | — | | | 9/11/2024(2) | — | — | 30,000 | 308,400 | | | 3/1/2025 | 60,800 | 625,024 | — | — |

  22. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Unless otherwise noted, each restricted stock unit award vests over four years in equal annual installments, subject to the named executive officer's continuous service relationship through each date. (2) This performance stock unit award will vest upon achievement of certain clinical milestones and continued employment thereafter. Amounts reported represent the number of shares that may be earned at achievement. (3) 50% of this award will vest on March 1, 2026 and the remaining 50% will vest on March 1, 2027, subject to the named executive officer's continuous service relationship through each date.

  23. Director Compensation

    Director Compensation The following table presents the total compensation paid by the Company to members of our board of directors during the fiscal year ended December 31, 2025. Mr. Doshi, our Chief Executive Officer, does not receive any compensation from the Company for his service on our board of directors. See the section titled “Executive and Director Compensation” for more information on the compensation paid to or earned by Mr. Doshi as an employee for the year ended December 31, 2025.

  24. Director Compensation

    | | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Peter S. Kim(2) | 40,000 | 104,388 | — | 144,388 | | Mary Thistle(3) | 63,038 | 104,388 | — | 167,427 | | Kush M. Parmar(4) | 98,209 | 104,388 | — | 202,597 | | Bernhardt Zeiher(5) | 46,291 | 104,388 | — | 150,680 | | Gina Chapman(6) | 53,165 | 104,388 | — | 157,553 | | Maha Radhakrishnan(7) | 28,538 | 202,388 | — | 230,927 |

  25. Director Compensation

    (1) The amount reported represents the aggregate grant date fair value of stock options awarded to our non-employee directors during the 2025 fiscal year, calculated in accordance with FASB, ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option reported in this column are set forth in Note 8 in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. The amount reported in this column reflects the accounting cost for these stock option awards and does not correspond to the actual economic value that may be received by the directors upon the vesting of the stock options or any sale of the shares. (2) As of December 31, 2025, Dr. Kim held unexercised stock options to purchase 62,918 shares. (3) As of December 31, 2025, Ms. Thistle held outstanding and unexercised stock options to purchase 121,440 shares. (4) As of December 31, 2025, Dr. Parmar held outstanding and unexercised stock options to purchase 86,470 shares. (5) As of December 31, 2025, Dr. Zeiher held outstanding and unexercised stock options to purchase 67,000 shares. (6) As of December 31, 2025, Ms. Chapman held outstanding and unexercised stock options to purchase 67,000 shares. (7) As of December 31, 2025, Dr. Radhakrishnan held outstanding and unexercised stock options to purchase 38,000 shares.

  26. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors adopted a non-employee director compensation policy that became effective upon consummation of our IPO and was subsequently amended and restated, effective in March 2023, June 2024 and June 2025. This policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the current policy, each director who is not an employee will be paid cash compensation as set forth below:

  27. Non-Employee Director Compensation Policy

    | Position | Annual Retainer | | Board of Directors: | | | Members | $40,000 | | Additional Retainer for chair | $35,000(1) | | Audit Committee: | | | Members (other than chair) | $9,000(2) | | Retainer for chair | $18,000(3) | | Compensation Committee: | | | Members (other than chair) | $6,500(4) | | Retainer for chair | $13,000(5) | | Nominating and Corporate Governance Committee: | | | Members (other than chair) | $5,000(6) | | Retainer for chair | $10,000(7) |

  28. Non-Employee Director Compensation Policy

    (1)The Additional Retainer for the chair of the board of directors was increased by the board of directors in June 2025 from $30,000 to $35,500. (2)The Annual Retainer for members of the audit committee was increased by the board of directors in June 2025 from $7,500 to $9,000. (3)The Annual Retainer for the chair of the audit committee was increased by the board of directors in June 2025 from $15,000 to $18,000. (4)The Annual Retainer for members of the compensation committee was increased by the board of directors in June 2025 from $6,000 to $6,500. (5)The Annual Retainer for the chair of the compensation committee was increased by the board of directors in June 2025 from $12,000 to $13,000. (6)The Annual Retainer for members of the nominating and corporate governance committee was increased by the board of directors in June 2025 from $4,500 to $5,000. (7)The Annual Retainer for the chair of the nominating and corporate governance committee was increased by the board of directors in June 2025 from $9,000 to $10,000. In addition, the current non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted an option to purchase shares of our common stock in the amount of the lesser of (x) a Value (as defined below) of $500,000 and (y) an option to purchase 38,000 shares of our common stock (the “Initial Grant”). The Initial Grant will vest in equal monthly installments over three years, subject to continued service through the applicable vesting date. Furthermore, on the date of each of our annual meetings of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an option to purchase shares of our common stock in the amount of the lesser of (x) a Value (as defined below) of $250,000 and (y) an option to purchase 19,000 shares of our common stock (the “Annual Grant”). The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the company, or upon the death or disability of the non-employee director. For purposes of the non-employee director compensation policy, “Value” shall mean the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by us for calculating the fair value of options under ASC 718. The grant date fair value of all equity awards and all other cash compensation paid by us to any non-employee director in any calendar year for services as a non-employee director shall not exceed $750,000; provided, however, that such amount shall be $1,200,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the board of directors. We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors for their attendance at meetings of our board of directors or any committee thereof.