DEF 14A of Bicara Therapeutics Inc., Apr 25, 2025

DEF 14A of Bicara Therapeutics Inc.

Filed Apr 25, 2025 · FY20240002023658-25-000027

Open on EDGAR

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

    PROPOSAL NO. 1 – ELECTION OF CLASS I 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 Kiran Mazumdar-Shaw, Jake Simson, Ph.D. and Ryan Cohlhepp, Pharm.D., and their terms will expire at the Annual Meeting; •the class II directors are Nils Lonberg, Ph.D., Christopher Bowden M.D. and Carolyn Ng, Ph.D. and their terms will expire at the annual meeting of stockholders to be held in 2026; and •the class III directors are Claire Mazumdar, Ph.D., M.B.A., Kate Haviland, M.B.A., Scott Robertson, M.B.A. and Michael Powell, Ph.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. This year, the term of our class I directors, Kiran Mazumdar-Shaw, Jake Simson, Ph.D. and Ryan Cohlhepp, Pharm.D., is expiring. The nominees are presently directors and have indicated a willingness to continue to serve as directors, 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 Corporate Governance Guidelines provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. The nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches. 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 I Directors

    Nominees for Election as Class I 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 14, 2025.

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with Bicara | Director Since | Age | | Kiran Mazumdar-Shaw | Director | 2018 | 72 | | Jake Simson, Ph.D. | Director | 2023 | 39 | | Ryan Cohlhepp, Pharm.D. | Director, President and Chief Operating Officer | 2024 | 48 |

  4. Nominees for Election as Class I Directors

    Kiran Mazumdar-Shaw, has served as a member of our board of directors since December 2018. Ms. Mazumdar-Shaw founded Biocon Limited, an innovation-led 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 unique, fully integrated, global biosimilars company since January 2021. She is also serving as the Non-Executive Chairperson of Syngene International Limited, an innovation-led contract research, development and manufacturing organization since April 2020. Ms. Mazumdar-Shaw also serves on the boards of directors of various private companies, 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, Dr. Claire Mazumdar. We believe Ms. Mazumdar-Shaw’s prolific 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 serves as a member of the board of directors of Tyra Biosciences Inc, a public biotechnology company (NASDAQ GS: TYRA) and Janux Therapeutics, Inc, a public biopharmaceutical company (NASDAQ: JANX). Dr. Simson also served on the board of directors of DICE Therapeutics, Inc., a biotechnology company (NASDAQ: DICE) or DICE, from December 2020 until it was acquired by Eli Lilly and Company in August. 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 S.B. 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. Ryan Cohlhepp, Pharm.D., has served as our President and Chief Operating Officer since October 2020, as a member of our board of directors from December 2020 to March 2023, and from August 2024 and onwards. 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. 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. 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

    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 14, 2025.

  6. Directors Continuing in Office

    | Name | Position and Offices Held with Bicara | Director Since | Class and Year in Which Term Will Expire | Age | | Nils Lonberg, Ph.D. | Director | 2019 | Class II – 2026 | 69 | | Christopher Bowden, M.D. | Director | 2024 | Class II – 2026 | 64 | | Carolyn Ng, Ph.D. | Director | 2023 | Class II – 2026 | 41 | | Claire Mazumdar, Ph.D., M.B.A. | Chief Executive Officer and Director | 2020 | Class III – 2027 | 35 | | Kate Haviland, M.B.A | Director | 2023 | Class III – 2027 | 49 | | Scott Robertson, M.B.A. | Director | 2023 | Class III – 2027 | 45 | | Michael Powell, Ph.D. | Director | 2024 | Class III – 2027 | 70 |

  7. Class II Directors (Term Expires at 2026 Annual Meeting)

    Class II Directors (Term Expires at 2026 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. Dr. Lonberg 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. 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. Christopher Bowden, M.D., has served as a member of our board of directors since August 2024. Since March 2023, Dr. Bowden has served as the Chief Medical Officer of Remix Therapeutics, Inc., or Remix Therapeutics, a biotechnology company. Prior to March 2023, Dr. Bowden served as a Strategic Advisor to Agios Pharmaceuticals, Inc., a biopharmaceutical company from September 2021 to March 2023. Dr. Bowden has also served as a Clinical Consultant since October 2021 for an array of biotechnology companies and venture funds, including Rivus Pharmaceutics, Inc., a pharmaceutical company from October 2021 to February 2023, Pyramid Biosciences, Inc., a biotechnology company from December 2021 to July 2022, and Remix Therapeutics from March 2022 to March 2023. Previously, he was the Chief Medical Officer of Agios Pharmaceuticals, Inc., a biopharmaceutical company, from May 2014 to September 2021. From October 2019 until March 2023, Dr. Bowden served as a member of the board of directors of Alaunos Therapeutics, Inc. (NASDAQ: TCRT), a pharmaceutical company and from August 2017 until October 2020, Dr. Bowden served as a member of the board of directors of Miragen Therapeutics, Inc., currently Viridian Therapeutics, Inc. (NASDAQ: VRDN), a biotechnology company. Dr. Bowden also serves on the boards of directors of various private companies. Dr. Bowden received his 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 is a Partner and Managing Director at TPG Life Sciences Innovations, or TPG, a global investment firm, based in San Francisco, where she leads 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 currently serves on the board of directors of numerous private life sciences companies and previously served on the board of directors of several public companies, including Bicycle Therapeutics PLC (NASDAQ: BCYC), a biotechnology company, from June 2017 until August 2020, and Boundless Bio, Inc. (NASDAQ: BOLD), a clinical-stage oncology company, from June 2019 to September 2021. Dr. Ng holds a PhD in Cancer Molecular Biology from the National University of Singapore, where she was the recipient of the prestigious NGS, Integrative Sciences and Technology, PhD scholarship and holds a B.S. degree in Pharmacy with first class honors 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.

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

    Class III Directors (Term Expires at 2027 Annual Meeting) Claire Mazumdar, Ph.D., M.B.A., 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 received a BS 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. Kate Haviland, M.B.A., has served as a member of our board of directors since September 2023. Since April 2022, Ms. Haviland has served as the President and Chief Executive Officer of Blueprint Medicines Corporation (NASDAQ: BPMC), a public biopharmaceutical company, and previously served as the Chief Operating Officer from January 2019 to April 2022, and as 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, as head of commercial development at Sarepta Therapeutics, Inc. (NASDAQ: SRPT), a public biopharmaceutical and drug development company, from June 2012 to April 2014, as executive director of commercial development at PTC Therapeutics, Inc. (NASDAQ: PTCT), a public biopharmaceutical company, from March 2007 to June 2012, and roles in corporate development and project management at Genzyme, Inc. (acquired by Sanofi, Inc. (NASDAQ: SNY), a global healthcare company) from July 2005 to April 2007. Ms. Haviland currently serves on the board of directors of Fulcrum Therapeutics, Inc. (NASDAQ: FULC), a public biopharmaceutical company. 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 she is a biotech President and Chief Executive Officer and experienced as a public company board member in the life science industry. Scott Robertson, M.B.A., 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 LLC, a biotechnology company, since January 2024. Mr. Robertson also served as the Chief Financial Officer and Chief Business Officer of DICE from July 2021 to December 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, prior to acquisition by Eli Lilly and Company in August 2023. In addition, he currently serves as a Lecturer at the Haas School of Business at the University of California, Berkeley and previously served 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. Michael Powell, Ph.D., has served as a member and as the Chairperson of our board of directors since August 2024. Since August 2021, Dr. Powell has served as an Executive Partner and Venture Advisor, of Omega Funds, a venture capital firm that invests in life sciences companies. Previously, he was a General Partner at Sofinnova Investments, a biopharmaceutical investment firm, from August 1997 until June 2021. Dr. Powell recently served as a member of the board of directors of Galera Therapeutics, Inc. (NASDAQ: GRTX), a biopharmaceutical company, from November 2016 to December 2024. He has also previously served as the chair and as 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 holds a Ph.D. in Physical Chemistry from the University of Toronto and he 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.

  9. Director Compensation

    Director Compensation The table below shows all compensation earned by or paid to our non-employee directors during 2024. 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 2024. Claire Mazumdar, Ph.D., M.B.A., 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 2024 is set forth in the section of this proxy statement captioned “Executive Compensation —2024 Summary Compensation Table.”

  10. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards($)(2) | Total ($) | | Christopher Bowden, M.D. (3) | 18,098 | 421,685 | 439,783 | | Kate Haviland, M.B.A. (4) | 41,603 | 319,749 | 361,352 | | Vijay Kuchroo, D.V.M., Ph.D. (5) | 30,652 | — | 30,652 | | Nils Lonberg, Ph.D. (6) | 45,000 | 319,749 | 364,749 | | Heath Lukatch, Ph. D. (7) | — | — | — | | Kiran Mazumdar-Shaw (8) | 13,152 | 319,749 | 332,901 | | Carolyn Ng, Ph.D. (9) | — | — | — | | Ketan Patel, M.D., M.B.A. (10) | — | — | — | | Michael Powell, Ph.D. (11) | 35,190 | 421,685 | 456,875 | | Scott Robertson, M.B.A. (12) | 44,592 | 319,749 | 364,341 | | Jake Simson, Ph.D. (13) | 13,152 | 319,749 | 332,901 |

  11. 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, 2024. | | (2) The amounts reported represent the aggregate grant date fair value of the stock option awards granted to our directors during 2024, 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 2024 Annual Report. 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, 2024, Dr. Bowden held outstanding options to purchase an aggregate of 59,501 shares of our common stock. Dr. Bowden joined our board of directors effective August 15, 2024. | | (4) As of December 31, 2024, Ms. Haviland held outstanding options to purchase an aggregate of 75,809 shares of our common stock. | | (5) As of December 31, 2024, Dr. Kuchroo did not hold outstanding options to purchase shares of our common stock. Dr. Kuchroo resigned from our board of directors effective September 12, 2024. | | (6) As of December 31, 2024, Dr. Lonberg held outstanding options to purchase an aggregate of 62,030 shares of our common stock. | | (7) As of December 31, 2024, Dr. Lukatch did not hold outstanding options to purchase shares of our common stock. Dr. Lukatch resigned from our board of directors effective September 12, 2024. | | (8) As of December 31, 2024, Ms. Mazumdar-Shaw held outstanding options to purchase an aggregate of 32,080 shares of our common stock. | | (9) As of December 31, 2024, 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 (“TPG LSI”) and its affiliated funds, and accordingly, does not receive any stock options or cash fees for her services as a member of our board. | | (10) As of December 31, 2024, Dr. Patel did not hold outstanding options to purchase shares of our common stock. Dr. Patel resigned from our board of directors effective August 21, 2024. | | (11) As of December 31, 2024, Dr. Powell held outstanding options to purchase an aggregate of 59,501 shares of our common stock. Dr. Powell joined our board of directors effective August 15, 2024. | | (12) As of December 31, 2024, Mr. Robertson held outstanding options to purchase an aggregate of 83,247 shares of our common stock . | | (13) As of December 31, 2024, Dr. Simson held outstanding options to purchase an aggregate of 23,746 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. |

  12. Director Compensation

    In September 2024, in connection with our initial public offering, or IPO, our board of directors approved option grants to certain members of our board of directors, with each of Ms. Haviland, Dr. Lonberg, Ms. Mazumdar-Shaw, Mr. Robertson, and Dr. Simson being granted an option to purchase 23,746 shares of our common stock under our 2024 Plan with an exercise price per share equal to the fair market value of a share of our common stock on the grant date of the option. Subject to the applicable directors’ continued service relationship with us, the options will vest in full and become exercisable on the earlier of (i) our 2025 annual meeting of stockholders or (ii) the one-year anniversary of the grant. Such option grants will become fully vested and exercisable upon a sale of the Company. Furthermore, in August 2024, our board of directors adopted the non-employee director compensation policy that became effective upon our IPO in September 2024, that 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. The cash retainers paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member pursuant to the non-employee director compensation policy are as follows (which will be payable quarterly in arrears and prorated for partial years of service):

  13. Director Compensation

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

  14. Director Compensation

    The non-employee 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 47,492 shares of our common stock, or Initial Award. 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, 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 23,746 shares of our common stock, or Annual Award. 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. Following the IPO, 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.

  15. 2024 Summary Compensation Table

    2024 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.

  16. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Claire Mazumdar, Ph.D. M.B.A. Chief Executive Officer | 2024 | 517,500 | 287,000(3) | 8,088,723 | 10,000 | 15,300(4) | 8,918,523 | | | 2023 | 450,000 | 180,000 | 3,893,323 | 20,000 | — | 4,543,323 | | Ryan Cohlhepp, Pharm.D. President and Chief Operating Officer | 2024 | 517,500 | 278,000(3) | 3,641,839 | 10,000 | 20,250(4) | 4,467,589 | | | 2023 | 450,000 | 190,000 | 2,498,786 | 20,000 | — | 3,158,786 | | Ivan Hyep, M.B.A Chief Financial Officer | 2024 | 438,125 | 457,000(3) | 2,683,461 | — | 20,250(4) | 3,598,836 | | | 2023 | 350,000 | 247,500 | 1,883,243 | — | — | 2,480,743 |

  17. 2024 Summary Compensation Table

    | (1) The amounts reported represent the aggregate grant date fair value of stock option awards granted to our named executive officers during our fiscal years ended December 31, 2024 and December 31, 2023, as applicable, 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, 2024. 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. | | (2) The amounts reported represent milestone bonuses earned in connection with the Company's achievement of certain clinical development goals, as described below under “2024 Cash Incentive Compensation”. | | (3) The amounts reported represent annual cash incentive bonuses earned by our named executive officers for performance during our fiscal years ended December 31, 2024 ($287,000, $278,000 and $202,000 for Dr. Mazumdar, Dr. Cohlhepp and Mr. Hyep, respectively), which were paid in the first quarter of 2025. In the case of Mr. Hyep, the amount reported also includes a retention bonus in an amount of $250,000 and referral bonus in an amount of $5,000. For more information on these bonuses, see the description of the cash incentive bonuses under “Cash Bonuses” below. | | (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 our fiscal year ended December 31, 2024. |

  18. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table lists all outstanding equity awards held by our named executive officers as of December 31, 2024.

  19. Outstanding Equity Awards at 2024 Fiscal Year End

    | Name | Grant Date | Vesting Commencement Date | Option Awards(1) | | | | Stock Awards(1) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Claire Mazumdar, Ph.D., M.B.A. | 11/19/2021 | 11/8/2021 | 66,673(3) | 24,308(3) | 4.10 | 11/19/2031 | | | | | 11/19/2021 | 11/8/2021 | 6,252(3) | 2,082(3) | 4.10 | 11/19/2031 | | | | | 10/4/2022 | 10/4/2022 | 32,456(3) | 32,454(3) | 4.44 | 10/4/2032 | | | | | 4/5/2023 | 4/5/2023 | 23,056(3) | 114,944(3) | 3.79 | 4/5/2033 | | | | | 8/8/2023 | 8/8/2023 | 69,882(3) | 256,225(3) | 3.79 | 8/8/2033 | | | | | 12/14/2023 | 12/14/2023 | 148,756(3) | 446,256(3) | 5.45 | 12/14/2033 | | | | | 8/13/2024 | 8/13/2024 | 71,334(3) | 1,070,008(3) | 9.24 | 8/13/2034 | | | | Ryan Cohlhepp, Pharm. D | 11/19/2021 | 11/8/2021 | 1,043(3) | 2,083(3) | 4.10 | 11/19/2031 | | | | | 11/19/2021 | 11/8/2021 | 5,904(3) | 11,806(3) | 4.10 | 11/19/2031 | | | | | 10/4/2022 | 10/4/2022 | 32,458(3) | 32,451(3) | 4.44 | 10/4/2032 | | | | | 4/5/2023 | 4/5/2023 | 14,876(3) | 74,376(3) | 3.79 | 4/5/2033 | | | | | 8/8/2023 | 8/8/2023 | 30,360(3) | 166,974(3) | 3.79 | 8/8/2033 | | | | | 12/14/2023 | 12/14/2023 | 94,664(3) | 283,980(3) | 5.45 | 12/14/2033 | | | | | 8/13/2024 | 8/13/2024 | 32,118(3) | 481,756(3) | 9.24 | 8/13/2034 | | | | Ivan Hyep, M.B.A. | 2/22/2021 | 3/15/2021 | | | | | 4,167(4) | 72,589 | | | 11/19/2021 | 11/8/2021 | 4,168(3) | 8,333(3) | 4.10 | 11/19/2031 | | | | | 10/4/2022 | 10/4/2022 | 32,456(3) | 32,453(3) | 4.44 | 10/4/2032 | | | | | 4/5/2023 | 4/5/2023 | 11,225(3) | 56,119(3) | 3.79 | 4/5/2033 | | | | | 8/8/2023 | 8/8/2023 | 23,598(3) | 129,786(3) | 3.79 | 8/8/2033 | | | | | 12/14/2023 | 12/14/2023 | 70,320(3) | 210,958(3) | 5.45 | 12/14/2033 | | | | | 8/13/2024 | 8/13/2024 | 23,666(3) | 354,978(3) | 9.24 | 8/13/2034 | | |

  20. Outstanding Equity Awards at 2024 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) Represents the fair market value of the shares that were unvested as of December 31, 2024, based on the closing market price of our common stock on December 31, 2024, the last trading day of fiscal year 2024, of $17.42. | | (3) 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 employment 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 Second Amended Employment Agreement, as described below. | | (4) The shares vest as follows: 25% of such shares vested on the first anniversary of the vesting commencement date, and the remaining 75% of the shares vest in 12 equal quarterly installments over the following three years, subject to the applicable named executive officer’s continued employment through the applicable vesting date. The award is also subject to certain accelerated vesting rights as set forth in the applicable NEO’s Second Amended Employment Agreement, as described below. |