☐ | Preliminary Proxy Statement |
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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
7, 2024
1. | To elect |
2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
3. | To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
Directors.
meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
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| By order of the Board of Directors, | ||
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| Mark Manfredi, Ph.D. President and Chief Executive Officer |
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7, 2024
26, 2024.
7, 2024:
A copy of this proxy statement and our 20222023 Annual Report, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210, Attention: Corporate Secretary. This proxy statement and our 20222023 Annual Report are also available on the SEC’s website at www.sec.gov. www.sec.gov.
10, 2024.
card or vote on your own behalf at our virtual Annual Meeting. None of our shares of preferred stock were outstanding as of April 18, 2023.10, 2024. As of April 18, 2023,10, 2024, there were 6,215,4656,368,586 shares of non-voting common stock, par value $0.001 per share, outstanding. The shares of non-voting stock are not entitled to vote on the proposals presented at the Annual Meeting.
By Proxy•By Internet. You may vote at www.ProxyVote.com, 24 hours a day, seven days a week. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. You will need the control number included on your proxy card.•During the Annual Meeting. You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/IKNA2023. You will need the control number included on your proxy card.•By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. You will need the control number included on your proxy card.•By Mail. You may vote by completing and mailing your proxy card. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.boardBoard of directorsDirectors on all matters presented in this proxy statement and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.
If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary”“non-discretionary” items. Proposal No. 1 is a “non-discretionary”“non-discretionary” item. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote for this proposal, and those votes will be counted as broker “non-votes.“non-votes.” Proposal No. 2 is considered to be a discretionary item, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you.
the Class I directors are Iain Dukes, D.Phil., Maria Koehler, M.D., Ph.D. the Class II directors are David P. Bonita, M.D., Jean-François Formela, M.D. the Class III directors are Owen Hughes and Mark Manfredi, Ph.D., and their terms will expire at the Directors.boardBoard of directorsDirectors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our boardBoard of directorsDirectors 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:, and Otello Stampacchia, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2025;, and Richard Wooster, Ph.D., and their terms will expire at the Annual Meeting;stockholders to be held in 2026; andannual meeting of stockholders to be held in 2024.boardBoard of directors.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) or more of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our boardBoard of directors,Directors, including a vacancy resulting from an enlargement of our boardBoard of directors,Directors, may be filled only by vote of a majority of our directors then in office.boardBoard of directorsDirectors has nominated David Bonita, M.D., Jean-François Formela, M.D.,Owen Hughes and Richard Wooster,Mark Manfredi, Ph.D. for re-election as Class IIIII 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 substitute nominees selected by our boardBoard of directors.boardBoard of directors.Directors. 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. Although the nominatingNominating and corporate governance committeeCorporate Governance Committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the boardBoard of directors,Directors, the nominatingNominating and corporate governance committeeCorporate Governance Committee and the full boardBoard of directorsDirectors are committed to creating a boardBoard of directorsDirectors with diversity, including diversity of expertise, experience, background, race and gender and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.
As of April 18, 2023 | ||||||||||||||||
Total Number of Directors | 8 | |||||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||
Part I: Gender Identity | ||||||||||||||||
Directors | 1 | 7 | — | — | ||||||||||||
Part II: Demographic Background | ||||||||||||||||
African American or Black | — | — | — | — | ||||||||||||
Alaskan Native or Native American | — | — | — | — | ||||||||||||
Asian | — | — | — | — | ||||||||||||
Hispanic or Latinx | — | — | — | — | ||||||||||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||||
White | 1 | 4 | — | — | ||||||||||||
Two or More Races or Ethnicities | — | — | — | — | ||||||||||||
LGBTQ+ | — | |||||||||||||||
Did Not Disclose Demographic Background | 3 |
| Total Number of Directors | | | 8 | | |||||||||
| | | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | ||||||||||||
| Directors | | | 1 | | | 6 | | | — | | | 1 | |
| Part II: Demographic Background | | ||||||||||||
| African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | — | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 3 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background | | | 4 | |
Directors.
Name | Positions and Offices Held with Ikena Oncology, Inc. | Director Since | Age | |||||||
David Bonita, M.D. | Director | 2016 | 47 | |||||||
Jean-François Formela, M.D. | Director | 2016 | 66 | |||||||
Richard Wooster, Ph.D. | Director | 2022 | 58 |
David Bonita, M.D.April 1, 2024.
Name | | | Positions and Offices Held with Ikena Oncology, Inc. | | | Director Since | | | Age |
Owen Hughes. | | | Chair of the Board of Directors and Director | | | 2022 | | | 49 |
Mark Manfredi, Ph.D. | | | Chief Executive Officer and Director | | | 2017 | | | 53 |
Jean-François Formela, M.D. has served as a member of our board of directorsDirectors and as a member of our audit committeeAudit Committee and Compensation Committee since March 2016. Dr. Formela isDecember 2022. Mr. Hughes has served as the chief executive officer of XOMA Royalty Corporation (Nasdaq: XOMA), or XOMA, since January 2024, where he previously served as executive chair and interim chief executive officer since January 2023. His operational experience includes prior roles as chief executive officer of Sail Bio, Inc., chief executive officer, co-founder and member of the board of directors of Cullinan Oncology (Nasdaq: CGEM) as well as chief business officer and head of corporate development at Intarcia Therapeutics, Inc. Mr. Hughes also has 15 years in healthcare finance experience, including roles as director at Bain Capital, LP and portfolio manager at Pyramis Global Advisors LLC, a Fidelity Investments Company. Mr. Hughes currently a Partner at Atlas Ventureserves on the board of directors of XOMA and focuses on novel drug discovery approaches and therapeutics. Dr. Formela joined Atlas Venture in 1993 to build the U.S. life sciencesfranchise. Dr. Formela is a director and co-founder of IFM Therapeutics, Inc., IntelliaC4 Therapeutics, Inc. (Nasdaq: NTLA), KorroCCCC). He was the former chair of Radius Health and lead independent director of Translate Bio Inc., Modify Therapeutics, Inc. Scorpion Therapeutics, Inc.,until their sale to Gurnet Point Capital and Sail Bio. Inc.
Dr. FormelaSanofi, respectively. Mr. Hughes also previously served on the board of Translate Bio, Inc.directors of FS Development Corp. II (Nasdaq: TBIO), Spero Therapeutics, Inc. (Nasdaq: SPRO), and FSDC). Mr. Hughes holds a Bachelor’s in History from Dartmouth College.
Richard Wooster, Ph.D., has served as a member of our boardBoard of directorsDirectors since January 2022.December 2017. Previously, Dr. Wooster also serves on the board of directors of Illuminating Drug Discovery Limited. From April 2019 to October 2021, Dr. WoosterManfredi served as theour Chief Scientific Officer of Translate Bio, Inc.from March 2016 until December 2017. Prior to that, from MarchApril 2015 to September 2017, Dr. Manfredi was an in-house oncology expert at Atlas Venture, a company that has founded multiple biotechnology companies and Dr. Manfredi currently serves as an advisor to Atlas Venture. Concurrently, from April 2015 to April 2019,2016, Dr. Wooster served asManfredi was the Presidentchief scientific officer of Research and Development and Chief Scientific Officer at TarvedaRaze Therapeutics, Inc., a biopharmaceuticalbiotechnology company (formerly knownfocused on oncology therapeutics that target key metabolic pathways. He also previously held roles of increasing responsibility at Millennium Pharmaceuticals, Inc., as Blend Therapeutics, Inc.). From May 2013 until March 2015, he acted as the Chief Scientific Officer of Tarveda Therapeutics andwell as its Presidentparent company, Takeda Pharmaceutical Company (NYSE: TAK) from January 2014April 2001 to MarchApril 2015. Prior to joining Tarveda Therapeutics, Dr. Wooster was Vice President and Discovery Performance Unit HeadManfredi holds a Bachelor of Science in Oncology at GlaxoSmithKline plc, a pharmaceutical company. During his academic career, Dr. Wooster discovered the breast cancer susceptibility gene BRCA2, was one of the founders of the Cancer Genome Project at the Welcome Trust Sanger Institute where mutations in BRAF were first discovered and developed the COSMIC mutation database and website. Dr. Wooster received a BSc in Biochemistry and a Ph.D. in drug metabolizing enzymesZoology from the University of Dundee, Scotland.Rhode Island and a Doctorate of Philosophy from Boston College. We believe that Dr. WoosterManfredi is qualified to serve onas our boardPresident and Chief Executive Officer and as a member of directors based onour Board of Directors because of his significant scientific and industry knowledge, as well as valuable experience in drug discoverygained from prior service as President and development and his management experience in the life sciences industry.
Chief Executive Officer.
Name | Positions and Offices Held with Ikena Oncology, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | ||||||||||
Owen Hughes. | Chairman of the Board of Directors and Director | 2022 | Class III—2024 | 48 | ||||||||||
Mark Manfredi, Ph.D. | Chief Executive Officer and Director | 2017 | Class III—2024 | 52 | ||||||||||
Iain D. Dukes, D.Phil. | Director | 2016 | Class I—2025 | 64 | ||||||||||
Maria Koehler, M.D., Ph.D. | Director | 2021 | Class I—2025 | 66 | ||||||||||
Otello Stampacchia, Ph.D. | Director | 2020 | Class I—2025 | 53 |
April 1, 2024.
Name | | | Positions and Offices Held with Ikena Oncology, Inc. | | | Director Since | | | Class and Year in Which Term Will Expire | | | Age |
Iain D. Dukes, D.Phil. | | | Director | | | 2016 | | | Class I—2025 | | | 65 |
Maria Koehler, M.D., Ph.D. | | | Director | | | 2021 | | | Class I—2025 | | | 67 |
Otello Stampacchia, Ph.D. | | | Director | | | 2020 | | | Class I—2025 | | | 54 |
David P. Bonita, M.D. | | | Director | | | 2016 | | | Class II—2026 | | | 48 |
Jean-François Formela, M.D. | | | Director | | | 2016 | | | Class II—2026 | | | 67 |
Richard Wooster, Ph.D. | | | Director | | | 2022 | | | Class II—2026 | | | 59 |
Ph.D.Ph.D. has served as a member of our boardBoard of directorsDirectors since December 2020. Dr. Stampacchia is founder, Managing Director,managing director and member of the investment committee at Omega Funds. Dr. Stampacchia currently serves on the boardboards of directors of Kronos Bio, Inc. (Nasdaq: KRON) and several private companies. Dr. Stampacchia previously served on the board of directors of Kronos Bio, Inc. (Nasdaq: KRON), Essa Pharma, Inc. (Nasdaq: EPIX), Gossamer Bio, Inc. (Nasdaq: GOSS), Median Technologies, Inc., Nuvation Bio, Inc. (NYSE: NUVB), and Replimune Group, Inc. (Nasdaq: REPL). Prior to founding Omega in January 2004, Dr. Stampacchia was a Partner at AlpInvest Partners (now part of The Carlyle Group). Before AlpInvest Partners, he was the portfolio manager of the Lombard Odier Immunology Fund, an investment vehicle in Geneva, Switzerland, investing in public and private healthcare companies worldwide. Previously, Dr. Stampacchia was a member of the HealthCare corporate finance and M&A team at Goldman Sachs. Before Goldman Sachs, he helped co-found the healthcare investment activities at Index Securities (now Index Ventures). Dr. Stampacchia received a Masters of Science in Plant Genetics from the University of Pavia, a Masters of Science in Molecular Biology, and a Doctorate of Philosophy in Molecular Biology from the University of Geneva and a Doctorate of Philosophy in Biotechnology from European Union Strasbourg. We believe Dr. Stampacchia is qualified to serve on our boardBoard of directorsDirectors because of his venture capital experience in the life sciences industry and his service on the boards of directors of other public and private life sciences companies.IIIII Directors (Term Expires at 20242026 Annual Meeting)Owen Hughes Chairmana member of our boardBoard of Directors since March 2016. Dr. Bonita is a member of OrbiMed Advisors LLC, an investment firm. Dr. Bonita currently serves on the boards of directors of Acutus Medical Inc. (Nasdaq: AFIB), Prelude Therapeutics, Inc. (Nasdaq: PRLD), Repare Therapeutics Inc. (Nasdaq: RPTX) and Third Harmonic Bio, Inc. (Nasdaq: THRD), as well as several private companies. Dr. Bonita also previously served on the boards of directors of Clementia Pharmaceuticals Inc., IMARA Inc. (Nasdaq: IMRA), SI-BONE, Inc. (Nasdaq: SIBM), Tricida, Inc. (Nasdaq: TCDAQ), and ViewRay Inc. Prior to OrbiMed, Dr. Bonita worked as a corporate finance analyst in the healthcare investment banking groups of Morgan Stanley and UBS. He received his B.A. in biology from Harvard University and his joint M.D./M.B.A. from Columbia University. We believe that Dr. Bonita is qualified to serve on our Board of Directors based on his roles on several public and private boards of directors as well as his extensive experience in investing in healthcare companies.auditAudit Committee since March 2016. Dr. Formela is currently a partner at Atlas Venture and compensation committees since December 2022. Mr. Hughesfocuses on novel drug discovery approaches and therapeutics. Dr. Formela joined Atlas Venture in 1993 to build the U.S. life sciences franchise. Dr. Formela is the Chief Executive Officera director and co-founder of IFM Therapeutics, Inc., Korro Bio, Inc. (Nasdas: KRRO), Modify Therapeutics, Inc., Scorpion Therapeutics, Inc. and Sail Bio, Inc. Dr. Formela also previously served on the boards of directors of Intellia Therapeutics, Inc. (Nasdaq: NTLA), Translate Bio, Inc. (Nasdaq: TBIO), Spero Therapeutics, Inc. (Nasdaq: SPRO) and F-Star Therapeutics, Inc. (Nasdaq: FSTX). Dr. Formela is a privately held company founded in 2022. His operational experience includes prior roles as Chief Executive Officer, Co-Founder, and member of the boardMass General Brigham Innovation Advisory Board and a former trustee of directorsthe Boston Institute of Cullinan OncologyContemporary Art. Dr. Formela received his Doctor of Medicine from Paris University School of Medicine and his Master of Business Administration from Columbia University. We believe Dr. Formela’s experience in the life sciences industry, as well as Chief Business Officerhis practice of medicine, provides him with the qualifications and Headskills to serve as a director of Corporate Development at Intarcia Therapeutics, Inc. Mr. Hughesour Company.has 15 years in healthcare finance experience, including roles as Director at Bain Capital, LP, and Portfolio Manager at Pyramis Global Advisors LLC, a Fidelity Investments Company. He currently serves as the Executive Chair and Interim CEO of Xoma Royalty, Inc. and was the former Chairman of Radius Health and Lead Independent Director of Translate Bio until their sale to Gurnet Point Capital and Sanofi, respectively. Mr. Hughes also previously served on the board of directors of FS Development Corp. II (Nasdaq FSDC). Mr. Hughes holds a Bachelor’s in History from Dartmouth College.Mark Manfredi, Ph.D. is a founding member of Ikena Oncology and hasIlluminating Drug Discovery Limited. From April 2019 to October 2021, Dr. Wooster served as our President and Chief Executive Officer, and as a memberthe chief scientific officer of our board of directors since December 2017. Previously, Dr. Manfredi served as our Chief Scientific Officer from March 2016 until December 2017.Translate Bio, Inc. (Nasdaq: TBIO). Prior to that, from April 2015 to September 2017, Dr. Manfredi was an in-house oncology expert at Atlas Venture, a company that has founded multiple biotechnology companies and Dr. Manfredi currently serves as an advisor to Atlas Venture. Concurrently, from AprilMarch 2015 to April 2016,2019, Dr. Manfredi wasWooster served as the Chief Scientific Officerpresident of RazeResearch and Development and chief scientific officer at Tarveda Therapeutics, Inc., or Tarveda, a biotechnologybiopharmaceutical company focused on oncology therapeutics that target key metabolic pathways. He also previously held roles(formerly known as Blend Therapeutics, Inc.). From May 2013 until March 2015, he acted as the chief scientific officer of increasing responsibility at Millennium Pharmaceuticals, Inc., as wellTarveda and as its parent company, Takeda Pharmaceutical Companypresident from April 2001January 2014 to AprilMarch 2015. Prior to joining Tarveda, Dr. Manfredi holdsWooster was vice president and discovery performance unit head in Oncology at GlaxoSmithKline plc, a Bachelorpharmaceutical company. During his academic career, Dr. Wooster discovered the breast cancer susceptibility gene BRCA2, was one of Sciencethe founders of the Cancer Genome Project at the Welcome Trust Sanger Institute where mutations in ZoologyBRAF were first discovered and developed the COSMIC mutation database and website. Dr. Wooster received a BSc in Biochemistry and a Ph.D. in drug metabolizing enzymes from the University of Rhode Island, and a Doctorate of Philosophy from Boston College.Dundee, Scotland. We believe that Dr. ManfrediWooster is qualified to serve ason our PresidentBoard of Directors based on his experience in drug discovery and Chief Executive Officerdevelopment and as a member of our board of directors because of his significant scientific and industry knowledge, as well as valuablemanagement experience gained from prior service as President and Chief Executive Officer.in the life sciences industry.
2024 Audit fees (1) Audit-Related fees Tax fees (2) All other fees (3) Total fees Audit fees consist of fees billed for the audit of our annual financial statements, the review of our interim financial statements and services in connection with securities offerings, including registration statements, comfort letters and consents. Tax fees consist of fees for tax compliance, advice and tax planning and includes fees for tax return preparation. Other fees consist of the annual subscription fee for Ernst & During our 2023audit committeeAudit Committee of the boardBoard of directorsDirectors of Ernst & Young LLP as Ikena’s independent registered public accounting firm for the fiscal year ending December 31, 2023.2024. Ernst & Young LLP has served as Ikena’s independent registered public accounting firm since 2019.audit committeeAudit Committee is solely responsible for selecting Ikena’s independent registered public accounting firm for the fiscal year ending December 31, 2023.2024. Stockholder approval is not required to appoint Ernst & Young LLP as Ikena’s independent registered public accounting firm. However, the boardBoard of directorsDirectors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committeeAudit Committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee,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 Ikena and its stockholders.20222023 and 2021.2022. 2022 2021 $ 675,363 $ 1,313,800 $ — $ — $ — $ — $ 2,000 $ 5,200 $ 677,363 $ 1,319,000 2023 2022 $969,750 $675,363 $969,750 $677,363 (1) In 2021, audit fees also included services in connection with the Company’s initial public offering.(2) (3) Young’sYoung LLP’s online accounting research tool.audit committeeAudit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committeeAudit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.audit committeeAudit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.20222023 and 20212022 fiscal years, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.boardBoard of directorsDirectors recommends voting “FOR” Proposal No. 2 to ratify the appointment of2023.2024.
Nominees should demonstrate high standards of personal and professional ethics and integrity. Nominees should have proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment. Nominees should have skills that are complementary to those of the existing board. Nominees should have the ability to assist and support management and make significant contributions to the Company’s success. Nominees should have an understanding of the fiduciary responsibilities that are required of a member of the director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listednominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our boardBoard of directors,Directors and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.nominatingNominating and corporate governance committeeCorporate Governance Committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by management, recruiters, members of the committee and our boardBoard of directors.Directors. The qualifications, qualities and skills that our nominatingNominating and corporate governance committeeCorporate Governance Committee believes must be met by a committee-recommended nominee for a position on our boardBoard of directorsDirectors are as follows:boardBoard of directorsDirectors and the commitment of time and energy necessary to diligently carry out those responsibilities.nominatingNominating and corporate governance committeeCorporate Governance Committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretaryCorporate Secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the nominatingNominating and corporate governance committeeCorporate Governance Committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. Stockholder proposals should be addressed to Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, MA 02210, Attention: Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis in accordance with our bylaws, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominatingNominating and corporate governance committee.Corporate Governance Committee. If our boardBoard of directorsDirectors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders. See “Stockholder Proposals” for a discussion of submitting stockholder proposals.Market.Market, or Nasdaq. Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent within twelve months from the date of listing. Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Nasdaq listing rules, a director will only qualify as an “independent
committeeAudit Committee met four times. The report of the audit committeeAudit Committee is included in this proxy statement under “Report of the Audit Committee.” The audit committee’sAudit Committee’s responsibilities include:
appointing, approving the compensation of and assessing the independence of our independent registered public accounting firm;
pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
recommending, based upon the audit committee’sAudit Committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
preparing the audit committeeAudit Committee report required by SEC rules to be included in our annual proxy statement;
reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and
reviewing quarterly earnings releases.
Audit Committee.
reviewing and approving 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, recommending to the boardBoard of directorsDirectors the compensation of our Chief Executive Officer;
determining the compensation of our other executive officers and other company executives;
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;
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retaining and approving the compensation of any compensation advisors;
reviewing and approving the grant of equity-based awards;
reviewing and recommending to the boardBoard of directorsDirectors the compensation of our directors; and
preparing our compensation committeeCompensation Committee report if and when required by SEC rules, if and when required, to be included in our annual proxy statement.
developing and recommending to the establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders; reviewing the composition of the identifying individuals qualified to become members of the recommending to the reviewing and recommending to the overseeing the evaluation of our Generally, the All members of our Board of Directors attended our annual meeting of stockholders in 2023. In accordance with the requirements of the SEC and Nasdaq listing rules, the Board of Directors has adopted a Compensation Recovery Policy, effective as of October 2, 2023. The Compensation Recovery Policy provides that, in the event we are required to prepare a restatement of financial statements due to material noncompliance with any financial reporting requirement under securities laws, we will seek to recover any incentive-based compensation that was based upon the attainment of a financial reporting measure and that was received by any current or former executive officer during the three-year period preceding the date that the restatement was required, if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements. Compensation Committee. controller or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our website at www.ikenaoncology.com. If we make any substantive amendments to, or grant any waivers from, our Code of Business Conduct and Ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications., and Otello Stampacchia, Ph.D. currently serve on the nominatingNominating and corporate governance committee,Corporate Governance Committee, which is chaired by Dr. Stampacchia. Our boardBoard of directorsDirectors has determined that each member of the nominatingNominating and corporate governance committeeCorporate Governance Committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2022,2023, the nominatingNominating and corporate governance committee met one time.Corporate Governance Committee did not meet. The nominatingNominating and corporate governance committee’sCorporate Governance Committee’s responsibilities include:boardBoard of directorsDirectors criteria for board and committee membership;boardBoard of directorsDirectors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;boardBoard of directors;boardBoard of directorsDirectors the persons to be nominated for election as directors and to each of the board’s committees;boardBoard of directorsDirectors appropriate corporate governance guidelines; andboardBoard of directors.nominatingNominating and corporate governance committeeCorporate Governance Committee considers candidates for boardBoard of directorsDirectors membership suggested by its members and the chief executive officer.Chief Executive Officer. Additionally, in selecting nominees for directors, the nominatingNominating and corporate governance committeeCorporate Governance Committee will review candidates recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our boardBoard of directors.Directors. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Stockholder Proposals.” The nominatingNominating and corporate governance committeeCorporate Governance Committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of our bylaws relating to stockholder nominations as described later in this proxy statement under the heading “Stockholder Proposals.”boardBoard of directorsDirectors is responsible for filling vacancies on our boardBoard of directorsDirectors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The boardBoard of directorsDirectors delegates the selection and nomination process to the nominatingNominating and corporate governance committee,Corporate Governance Committee, with the expectation that other members of the boardBoard of directors,Directors, and of management, will be requested to take part in the process as appropriate.nominatingNominating and corporate governance committeeCorporate Governance Committee identifies candidates for director nominees in consultation with management, through the recommendations submitted by stockholders or through such other methods as the nominatingNominating and corporate governance committeeCorporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the nominatingNominating and corporate governance committeeCorporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominatingNominating and corporate governance committee.Corporate Governance Committee. The nominatingNominating and corporate governance committeeCorporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominatingNominating and corporate governance committeeCorporate Governance Committee deems to be appropriate in the evaluation process. The nominatingNominating and corporate governance committeeCorporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our boardBoard of directors.Directors. Based on the results of the evaluation process, the nominatingNominating and corporate governance committeeCorporate Governance Committee recommends candidates for the boardBoard of directors’Directors’ approval to fill a vacancy or as director nominees for election to the boardBoard of directorsDirectors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting.boardBoard of directorsDirectors met sixfive times during 2022.2023. During 2022,2023, each member of the boardBoard of directorsDirectors, with the exception of Otello Stampacchia, Ph.D. and Maria Koehler, M.D., Ph.D., participated in 75% or more of the aggregate of (i) the total number of meetings of the boardBoard of directorsDirectors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the boardBoard of directorsDirectors on which such person served (during the periods that such person served).2022,2023, David P. Bonita, M.D., Jean-François Formela, M.D., Ronald C. Renaud, Jr, and Owen Hughes, who replaced Ronald C. Renaud, Jr. in December 2022, were the only members of our compensation committee.Compensation Committee. None of the members of our compensation committeeCompensation Committee is, or has at any time during the prior three years been, one of our officers or employees. None of our executive officers currently serve, or have in the past fiscal year served, as a member of the boardBoard of directorsDirectors or compensation committeeCompensation Committee of any entity that has one or more of its executive officers serving as a member of our boardBoard of directorsDirectors or our compensation committee.boardBoard of directorsDirectors adopted a Code of Business Conduct and Ethics in connection with our initial public offering in March 2021. The Code of Business Conduct and Ethics will apply to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, orchairmanChair of our boardBoard of directors.Directors. We believe that separating the positions of chief executive officerChief Executive Officer and chairpersonChair of the boardBoard of directorsDirectors allows our chief executive officerChief Executive Officer to focus on our day-to-day business, while allowing a chairpersonChair of the board to lead the boardBoard of directorsDirectors in its fundamental role of providing advice to and independent oversight of management. Our boardBoard of directorsDirectors recognizes the time, effort and energy that the chief executive officerChief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairperson,Chair, particularly as the boardBoard of directors’ Directors’ amended and restated bylaws and corporate governance guidelines do not require that our chairpersonChair and chief executive officerChief Executive Officer positions be separate, our boardBoard of directorsDirectors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Risk is inherent to every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction and intellectual property. Management is responsible for the day-to-day management of risks we face, while our boardBoard of directors,Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our boardBoard of directorsDirectors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.boardBoard of directorsDirectors in overseeing the management of our risks is conducted primarily through committees of the boardBoard of directors,Directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full boardBoard of directorsDirectors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairmanChair of the relevant committee reports on the discussion to the full boardBoard of directorsDirectors during the committee reports portion of the next board meeting. This enables the boardBoard of directorsDirectors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.boardBoard of directorsDirectors or the chairmanChair of our boardBoard of directorsDirectors or the chairmanChair of our nominatingNominating and corporate governance committee,Corporate Governance Committee, by submitting a written communication to the attention of such director at the following address:audit committeeAudit Committee oversees the procedures for the receipt, retention and treatment of complaints received by Ikena Oncology regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. Ikena Oncology has also established a toll-free telephone number for the reporting of such activity, which is 877-900-2988.
NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($) (1)(2) | TOTAL ($) | |||||||||
David Bonita, M.D. | 49,000 | 45,987 | 94,987 | |||||||||
Iain Dukes, D.Phil. | 39,000 | 45,987 | 84,987 | |||||||||
Jean-François Formela, M.D. | 47,500 | 45,987 | 93,487 | |||||||||
Ronald C. Renaud, Jr. | 85,000 | 45,987 | 130,987 | |||||||||
Otello Stampacchia, Ph.D. | 50,500 | 45,987 | 96,487 | |||||||||
Maria Koehler, M.D., Ph.D. | 35,000 | 45,987 | 80,987 | |||||||||
Richard Wooster, Ph.D. | 32,962 | 274,912 | 307,874 | |||||||||
Owen Hughes | 4,192 | 67,757 | 71,949 |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1)(2) | | | Total ($) |
David Bonita, M.D. | | | 49,000 | | | 82,859 | | | 131,859 |
Iain Dukes, D.Phil. | | | 44,106 | | | 82,859 | | | 126,965 |
Jean-François Formela, M.D. | | | 47,500 | | | 82,859 | | | 130,359 |
Otello Stampacchia, Ph.D. | | | 45,389 | | | 82,859 | | | 128,248 |
Maria Koehler, M.D., Ph.D. | | | 35,000 | | | 82,859 | | | 117,859 |
Richard Wooster, Ph.D. | | | 35,000 | | | 82,859 | | | 117,859 |
Owen Hughes | | | 85,000 | | | 82,859 | | | 167,859 |
(1) | The amounts reflect the grant date fair value of stock options granted in |
(2) | Non-employee directors who served on the Board of Directors during |
Name | | | Aggregate Number of Shares Subject to Stock Options | |
David P. Bonita, M.D. | | 44,358 | ||
| ||||
Iain Dukes, D.Phil. | | | 290,778 | |
Jean-François Formela, M.D. | | | 44,358 | |
| ||||
Otello Stampacchia, Ph.D. | | | 44,358 | |
Maria Koehler, M.D., Ph.D. | | | 71,196 | |
Richard Wooster, Ph.D. | | | 60,139 | |
Owen Hughes | | | 52,560 |
companies, an amendment to our Non-Employee Director Compensation Policy.amended and restated non-employee director compensation policy, which became effective on December 15, 2022. The table below depicts the compensation elements of our Amended & Restated Non-Employee Director Compensation Policy, as amended, during 2022:
Annual Retainer for Board Membership | ||||
Annual service on the board of directors | $ | 35,000 | ||
Additional Annual Retainer for Committee Membership | ||||
Annual service as member of the audit committee (other than chair) | $ | 7,500 | ||
Annual service as chair of the audit committee | $ | 15,000 | ||
Annual service as member of the compensation committee (other than chair) | $ | 5,000 | ||
Annual service as chair of the compensation committee | $ | 10,000 | ||
Annual service as member of the nominating and corporate governance committee (other than chair) | $ | 4,000 | ||
Annual service as chair of the nominating and corporate governance committee | $ | 8,000 | ||
Additional Annual Retainer for Non-Executive Chairman of the Board | ||||
Annual service as chairman of the board of directors | $ | 30,000 |
Policy:
Annual Retainer for Board Membership | | | |
Annual service on the Board of Directors | | | $35,000 |
Additional Annual Retainer for Committee Membership | | | |
Annual service as member of the Audit Committee (other than Chair) | | | $7,500 |
Annual service as Chair of the Audit Committee | | | $15,000 |
Annual service as member of the Compensation Committee (other than Chair) | | | $5,000 |
Annual service as Chair of the Compensation Committee | | | $10,000 |
Annual service as member of the Nominating and Corporate Governance Committee (other than Chair) | | | $4,000 |
Annual service as Chair of the Nominating and Corporate Governance Committee | | | $8,000 |
Additional Annual Retainer for Non-Executive Chair of the Board | | | |
Annual service as Chair of the Board of Directors | | | $30,000 |
In December 2022, the Compensation Committee recommended, and the Board approved, pursuant to recommendations from Aon Radford, based on benchmarking against peer companies, an amended and restated non-employee director compensation policy, which became effective on December 15, 2022. Under that amended and restated policy, the Initial Grant was increased to an option to purchase 35,040 shares of our common stock upon initial election to our board of directors, and the Annual Award was increased to an option to purchase 17,520 shares of our common stock.
Name | Position Held with Ikena Oncology, Inc. | Officer Since | Age | |||||||
Mark Manfredi, Ph.D. | President, Chief Executive Officer and Director | 2017 | 52 | |||||||
Jeffrey Ecsedy, Ph.D. | Chief Development Officer | 2019 | 53 | |||||||
Sergio Santillana, M.D., M.Sc., MBA | Chief Medical Officer | 2020 | 60 | |||||||
Jotin Marango, M.D., Ph.D. | Chief Financial Officer and Head of Corporate Development | 2022 | 44 | |||||||
Michelle Zhang, Ph.D. | Chief Scientific Officer | 2019 | 53 |
April 1, 2024.
Name | | | Position Held with Ikena Oncology, Inc. | | | Officer Since | | | Age |
Mark Manfredi, Ph.D. | | | President, Chief Executive Officer and Director | | | 2017 | | | 53 |
Jeffrey Ecsedy, Ph.D. | | | Chief Development Officer | | | 2019 | | | 54 |
Jotin Marango, M.D., Ph.D. | | | Chief Financial Officer and Head of Corporate Development | | | 2022 | | | 45 |
Caroline Germa, M.D. | | | Chief Medical Officer | | | 2024 | | | 52 |
Sergio Santillana, M.D., M.Sc., MBA has served as our Chief Medical Officer since July 2020. Prior to this, he served as Senior Clinical Consultant for Ikena from September 2019 to June 2020. Dr. Santillana is also founder and President of his own oncology consulting firm, SLSS Consulting LLC, where he provides strategic consultancy services since April 2019. From June 2017 to April 2019 Dr. Santillana served as Senior Vice President and Chief Medical Officer at Merrimack Pharmaceuticals, Inc., a company focused on developing biologics and nanotherapeutics for solid tumors. Before joining Merrimack Pharmaceuticals, Inc., from March 2016 to June 2017, he was Head of Clinical Research and then Chief Medical Officer for ARIAD Pharmaceuticals, a commercial-stage biotechnology company focused on developing targeted therapies for cancer, that was acquired by Takeda Pharmaceutical Company. From August 2014 to March 2016, Dr. Santillana served as the Senior Medical Director of Oncology and Clinical Research at Takeda Pharmaceuticals International Limited, where he was the Global Clinical Lead of early development programs. Prior to joining Takeda Oncology, he served in various oncology clinical development roles at GlaxoSmithKline and Eli Lilly Oncology. Before joining the biopharmaceutical industry, Dr. Santillana was a practicing medical oncologist for more than a decade. Dr. Santillana holds a Bachelor of Science, Medical Degree (MD) and specialty/residence in Medical Oncology from the Universidad Nacional Federico Villarreal, a Master of Science on Experimental Therapeutics from Kellogg College at Oxford University, and a Master of Business Administration from Sloan School of Management at the Massachusetts Institute of Technology. We believe that Dr. Santillana is qualified to serve as our Chief Medical Officer because of his executive experience in the life sciences industry and his extensive medical knowledge.
oncology and rare diseases. Dr. Marango also served as Chief Operating Officerchief operating officer at the Samuel Waxman Cancer Research Foundation from 2012 to 2015, where he oversaw venture philanthropy initiatives in therapeutic development. Through his education and career, Dr. Marango has solidified a passion for working in oncology and facilitating growth for businesses looking to make a difference in cancer research. Dr. Marango holds a B.A. in Chemistry with Honors from Harvard University and earned his M.D. and Ph.D. from the Mount Sinai School of Medicine of New York University. We believe that Dr. Marango is qualified to serve as our Chief Financial Officer and Head of Corporate Development because of his extensive experience in oncology biopharma business, finance, and corporate relations & development.
Michelle Zhang, Ph.D.
medical knowledge.
Mark Manfredi, Ph.D., our President and Chief Executive Officer;
Jotin Marango, M.D., Ph.D., our Chief Financial Officer and Head of Corporate Development; and
Sergio Santillana, M.D., M.Sc., MBA, our former Chief Medical Officer.
Mark Manfredi, Ph.D. President and Chief Executive Officer Jotin Marango, M.D., Ph.D Chief Financial Officer and Head of Corporate Development (4) Sergio Santillana, M.D., M.Sc., MBA Chief Medical Officer Amounts represent bonuses earned in The amounts reported represent the aggregate grant date fair value of the stock option awards granted to the named executive officers during fiscal year Amounts represent the Company’s matching contributions under its 401(k) Dr. Marango commenced employment on April 25, 2022, and his annual base salary was pro-rated accordingly for 2022.2022 Year Salary
($) Bonus
($)(1) Option
Awards
($)(2) All Other
Compensation
($)(3) Total
($) 2022 546,000 245,700 1,660,355 12,200 2,464,255 2021 530,000 265,000 4,654,179 — 5,449,179 2022 291,506 156,400 1,708,234 — 2,156,140 2022 453,200 166,778 573,999 12,200 1,206,177 2021 440,000 176,000 1,096,022 — 1,712,022 Year 2023 569,000 227,600 429,946 14,094 1,239,746 2022 546,000 245,700 1,660,355 12,200 2,464,255 2023 431,400 144,951 205,202 769 781,553 2022 291,506 156,400 1,708,234 — 2,156,140 2023 466,800 147,509 205,202 14,031 832,711 2022 453,200 166,778 573,999 12,200 1,206,177 (1) 20222023 and 20212022 and paid in 20232024 and 2022,2023, respectively, pursuant to the Company’s cash incentive plan based on the achievement of certain corporate and individual performance milestones.(2) 20222023 and 2021,2022, calculated in accordance with ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the awards reported in this column are set forth in notes to consolidated financial statements included in our Annual Report on Form 10-K. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock.(3) plan.(4) Dr. Marango was not an NEO in 2021 and therefore, no compensation data is shown for that year. Dr. Marango’s target bonus was not pro-rated, consistent with the terms of his employment agreement.
(5) Dr. Santillana resigned as our Chief Medical Officer effective as of February 29, 2024. 20222023 Summary Compensation TableboardBoard of directorsDirectors or the compensation committee,Compensation Committee, and may be adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience.2022,2023, the annual base salary for each of Dr. Manfredi, Dr. Marango and Dr. Santillana were $546,000, $425,000$569,000, $431,400 and $453,200,$466,800, respectively. At the Compensation Committee and subsequent Board of
Directors meetingsmeeting in December 2022,January 2024, a salary increases,increase, effective as of January 1, 2023, were2024, was approved for Dr. Manfredi, Dr. Marango and Dr. Santillana in the amountsamount of $569,000, $431,400, and $466,800, respectively,$444,400 in connection with our annual performance review process.
closing of a “change in control” (as defined in his employment agreement), such named executive officer will be entitled to the following severance benefits, subject to the executive executing a separation agreement and it becoming effective, (i) a lump-sum payment equal to equal to 1 times (or in the case of Dr. Manfredi, 1.5 times) the sum of (a) such named executive officer’s then-current base salary or the base salary in effect immediately prior to the change in control, if higher, plus (b) such named executive officer’s annual target bonus for the then-current year; (iii) immediate acceleration of all time-based stock options and other stock-based awards subject to time-based vesting held by such named executive officer, effective as of the later of the date of termination or the effective date of the separation agreement and release; and (iv) up to 12 months (or in the case of Dr. Manfredi, 18 months) of the employer portion of COBRA premium payments.2022,2023, we granted stock options to each of our named executive officers, as reflected in the “Outstanding Equity Awards at 20222023 Fiscal Year End Table” below, which were awardedapproved at the FebruaryDecember 2022 Compensation Committee and Board of Directors meetings.meetings with a January 2023 grant date. The vesting commencement date applicable to the stock options is January 1, 2022,2023, and the options will vest twenty-five percent (25%) on the first anniversary of the vesting commencement date, with the remaining shares vesting in equal monthly installments over the next three (3) years. The exercise price applicable to these awards was determined using the fair market value of the Company’s common stock on the date of approval. These grants are subject to our 2021 Stock Plan.$12,200$13,200 per year. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Our 401(k) plan is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code of 1986, as amended, or the Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.andas well as set forth the terms of their discretionary annual bonus, the at-will nature of their employment, certain expense reimbursements, the terms of severance payments payable upon certain terminations of employment and their eligibility to participate in our benefit plans generally.
Upon the occurrence of a change of control, all payments and benefits received by Dr. Marango in connection with a change of control that constitute “excess parachute payments” under Section 280G of the Code will be subject to a modified economic cutback treatment such that the “excess parachute payments” to be received by Dr. Marango will either be (i) paid in full or (ii) reduced below such named executive officer’s threshold amount under Section 280G of the Code in order to avoid triggering the excise tax that would otherwise be payable on such “excess parachute payment” amounts.
Mark Manfredi, Ph.D. Jotin Marango, M.D., Ph.D. Sergio Santillana, M.D., M.Sc., MBA Each of the outstanding equity awards in the table above that was granted prior to our initial public offering in March 2021 was granted pursuant to our 2016 Stock Incentive Plan, as amended, or the 2016 Plan. Each of the outstanding equity awards listed in the table above is subject to accelerated vesting in the event of certain terminations following a change in control, as described above in the “Executive Employment Arrangements” section. All options in the table above vest as follows: 25% of the total shares underlying the option vest on the first anniversary date of the vesting commencement date and the remainder vest over the next three years in equal monthly installments on the last day of each succeeding calendar month (with the option becoming fully vested on the fourth anniversary of the vesting commencement date), subject to continued service to us through the applicable vesting date.2022 2023 Year-End2022:2023: OPTION AWARDS (1) NAME Vesting
Commencement
Date Number of
Securities
Underlying
Unexercised
Options
Exercisable
(2) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(2) Option Exercise
Price
($) Option
Expiration
Date — 95,305 — 1.15 8/23/2026 — 158,843 — 2.93 2/19/2028 — 151,279 — 2.15 12/17/2028 3/20/2019 191,744 12,785 4.15 3/19/2029 2/12/2021 425,966 503,420 7.87 2/11/2031 1/1/2022 — 283,900 9.76 2/2/2032 4/25/2022 — 397,199 5.88 4/24/2032 7/23/2020 95,276 62,435 4.51 7/22/2030 2/12/2021 100,305 118,557 7.87 2/11/2031 1/1/2022 — 70,400 11.45 2/1/2032 Name — 95,305 — 1.15 8/23/2026 — 158,843 — 2.93 2/19/2028 — 151,279 — 2.15 12/17/2028 3/20/2019 204,529 — 4.15 3/19/2029 2/12/2021 658,310 271,076 7.87 2/11/2031 1/1/2022 114,472 124,428 9.76 2/2/2032 1/1/2023 — 220,000 2.62 1/2/2033 4/25/2022 165,499 231,700 5.88 4/24/2032 1/1/2023 — 105,000 2.62 1/2/2033 Sergio Santillana, M.D., M.Sc., MBA 7/23/2020 134,708 23,003 4.51 7/22/2030 2/12/2021 155,022 63,840 7.87 2/11/2031 1/1/2022 33,733 36,667 11.45 2/1/2032 1/1/2023 — 105,000 2.62 1/2/2033 (1) (2)
Equity Compensation Plan Information | ||||||||||||
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities in first column) | |||||||||
Equity compensation plans approved by security holders(1) | 6,589,479 | (2) | 7.29 | 2,986,528 | (3)(4) | |||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
|
|
|
|
|
| |||||||
Total | 6,589,479 | 7.29 | 2,986,528 | |||||||||
|
|
|
|
|
|
| | Equity Compensation Plan Information | |||||||
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities in first column) |
Equity compensation plans approved by security holders(1) | | | 7,088,261(2) | | | 6.35 | | | 3,759,868(3)(4) |
Equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 7,088,261 | | | 6.35 | | | 3,759,868 |
(1) | Includes the following plans: our |
(2) | There are currently no outstanding purchase rights under our ESPP. |
(3) | Consists of shares available for future issuance under the 2021 Plan and the ESPP. As of December 31, |
(4) | The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation Committee. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2021 Plan and the 2016 Plan will be added back to the shares of common stock available for issuance under the 2021 Plan. Following our initial public offering, the Company no longer makes grants under the 2016 Plan. |
OrbiMed Private Investments VI, LP(1) OrbiMed Genesis Master Fund, L.P.(2) Omega Fund VI, L.P.(3) Agreements with Stockholders“Non-Employee“Non-Employee Director Compensation Policy” in this proxy statement and the transactions described below, since January 1, 2021,2022, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 (or, if less, 1% of the average of our total assets amounts at December 31, 20212022 and 2022)2023) and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.Initial Public OfferingMarch 2021,August 2023, we acquired Pionyr Immunotherapeutics, Inc., or Pionyr, in connectionaccordance with our initial public offering,the terms of the Agreement and Plan of Merger, or the Merger Agreement, dated August 4, 2023, or the 2023 Acquisition. Under the terms of the Merger Agreement, at the closing of the 2023 Acquisition, we sold an aggregateacquired all of 8,984,375Pionyr’s assets, including approximately $48.0 million in net cash at the time of closing, and we issued the holders of Pionyr common stock a total of 1,800,652 shares of the our common stock including(including 153,121 shares of our non-voting common stock) at the exercise in full bypurchase price of $7.15 per share and 4,153,439 shares of Series A Preferred Stock, also at the underwriterspurchase price of their option to purchase up to 1,171,875 additional shares$7.15 per share, each share of which was subsequently converted into one share of the our common stock at a public offering pricespecial meeting of $16.00 per share. The aggregate gross proceeds to us fromstockholders on October 11, 2023, or the offering were approximately $143.8 million, before deducting underwriting discounts and commissions and other offering expenses. The following table summarizes purchases2023 Special Meeting.by related persons in connection withand 353,192 shares of Series A Preferred Stock, which converted to shares of our initial public offering:STOCKHOLDER SHARES
OF
COMMON
STOCK TOTAL
PURCHASE
PRICE 375,000 $ 6,000,000 48,400 $ 774,400 450,000 $ 7,200,000 (1)The securities are held of record by OrbiMed Private Investments VI, LP (“OPI VI”). OrbiMed Capital GP VI LLC (“GP VI”) is the general partner of OPI VI. OrbiMed Advisors LLC (“OrbiMed Advisors”), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, OrbiMed Advisors and GP VI may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.(2)The securities are held of record by OrbiMed Genesis Master Fund, L.P. (“OrbiMed Genesis”). OrbiMed Genesis GP LLC (“OrbiMed Genesis GP”) is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of OrbiMed Genesis GP. By virtue of such relationships, OrbiMed Advisors and OrbiMed Genesis GP may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
common stock pursuant to stockholder approval at the 2023 Special Meeting.(3)Shares held directly by Omega Fund VI, L.P. (“Omega VI”). Omega Fund VI GP, L.P. (“Omega VI GP”) is the sole general partner of Omega VI. Omega Fund VI GP Manager, Ltd. (“Omega VI Manager”) is the sole general partner of Omega VI GP. The Reporting Person is a director of Omega VI Manager and disclaims beneficial ownership of the shares held by Omega VI except to the extent of his pecuniary interest therein, if any.boardBoard of directorsDirectors to the maximum extent allowed under Delaware law.boardBoard of directorsDirectors reviews and approves transactions with directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related party. Prior to our initial public offering in March 2021, the material facts as to the related party’s relationship or interest in the transaction were disclosed to our boardBoard of directorsDirectors prior to their consideration of such transaction, and the transaction was not considered approved by our boardBoard of directorsDirectors unless a majority of the directors who are not interested in the transaction approved the transaction. Further, when stockholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction were disclosed to the stockholders, who must approve the transaction in good faith.
each of our directors; each of our named executive officers; all of our current directors and executive officers as a group; and each person, or group of affiliated persons, who is known by us to beneficially own April 1, 2024, and excludes 6,368,586 non-voting shares of our common stock outstanding on that date. As of April 1, 2024, all outstanding non-voting shares of our common stock were beneficially owned by entities affiliated with OrbiMed Advisors LLC. Name and address of beneficial owner (1) > 5% Stockholders: Entities affiliated with OrbiMed Advisors LLC (2) Entities affiliated with Atlas Venture (3) Entities affiliated with Biotechnology Value Fund, L.P. (4) Entities affiliated with FMR LLC (5) Omega Fund VI, L.P. (6) Celgene Corporation (Bristol-Myers Squibb Company) (7) Entities affiliated with Citadel Advisors LLC (8) Named Executive Officers and Directors: Mark Manfredi, Ph.D. (9) Jotin Marango, M.D., Ph.D. (10) Sergio Santillana, M.D., M.Sc., MBA (11) David Bonita, M.D. (2) Iain D. Dukes, D.Phil. (12) Jean-François Formela, M.D. (3) Maria Koehler, M.D. (13) Otello Stampacchia, Ph.D. (6) Richard Wooster, Ph.D. (14) Owen Hughes All executive officers and directors as a group (12 persons) (15) Represents beneficial ownership of less than one percent. Unless otherwise indicated, the address for each beneficial owner is c/o Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210. Information herein is based on the Schedule 13D filed with the SEC on February 11, 2022 by (i) Atlas Venture Fund X, L.P., a Delaware limited partnership (“Atlas X”), (ii) Atlas Venture Associates X, L.P., a Delaware limited partnership (“AVA X LP”), (iii) Atlas Venture Associates X, LLC, a Delaware limited liability company (“AVA X LLC” and together with Atlas X and AVA X LP, the “Fund X Reporting Persons”), (iv) Atlas Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), (v) Atlas Venture Associates XI, L.P., a Delaware limited partnership (“AVA XI LP”), (vi) Atlas Venture Associates XI, LLC, a Delaware limited liabilityMarch 31, 2023April 1, 2024 by:greater-than-5.0%greater than 5.0% of our common stock.36,257,49341,889,525 voting shares of our common stock outstanding as of March 31, 2023.March 31, 2023April 1, 2024 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210. Shares beneficially owned Number of
Voting Shares Number of Non-
Voting Shares Percentage 3,186,166 6,215,466 25.93 % 5,018,178 — 13.84 % 2,503,071 6.90 % 3,724,575 — 10.27 % 2,249,123 — 6.20 % 2,133,142 5.88 % 2,126,401 5.86 % 1,212,365 — 3.24 % 107,574 — * 258,274 — * 4,751 — * 239,252 — * 4,751 — * 22,643 — * 4,751 — * 9,733 — * — * 2,398,486 — 6.21 % Shares beneficially owned 5,018,178 — 11.98% 4,769,164 — 11.39% 3,539,358 6,368,586 8.45% 2,931,467 — 7.00% 2,249,123 — 5.37% 1,577,766 — 3.63% 241,874 — * 405,026 — * 21,525 — * 263,987 — * 21,525 — * 48,363 — * 21,525 — * 32,885 — * 11,680 — * 2,647,179 — 5.94% * (1) (2) Information herein is based on the Schedule 13D/A filed with the SEC on August 16, 2021 and the Form 4 filed with the SEC on June 22, 2022 by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Capital GP VI LLC (“OrbiMed GP”), OrbiMed Genesis GP LLC (“OrbiMed Genesis GP”), and OrbiMed Capital LLC (“OrbiMed Capital”) (collectively, the “Reporting Persons”). OrbiMed Private Investments VI, LP, (“OPI VI”) holds 2,098,097 shares of common stock and 5,429,023 shares of non-voting common stock. OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VI. OrbiMed Genesis Master Fund, L.P. (“OrbiMed Genesis”) holds 91,014 shares of common stock and 157,288 shares of non-voting common stock. OrbiMed Genesis GP is the general partner of OrbiMed Genesis, pursuant to the terms of the limited partnership agreement of OrbiMed Genesis, and OrbiMed Advisors is the managing member of OrbiMed Genesis GP, pursuant to the terms of the limited liability company agreement of OrbiMed Genesis GP. As a result, OrbiMed Advisors and OrbiMed Genesis GP share power to direct the vote and disposition of the Shares held by OrbiMed Genesis and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OrbiMed Genesis. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OrbiMed Genesis. Worldwide Healthcare Trust PLC (“WWH”) holds 997,055 shares of common stock and 629,155 shares of non-voting common stock. OrbiMed Capital is the investment advisor of WWH. As a result, OrbiMed Capital has the power to direct the vote and disposition of the Shares held by WWH and may be deemed directly or indirectly, including by reason of mutual affiliation, to be the beneficial owner of the Shares held by WWH. OrbiMed Capital exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by WWH. The principal business address of these entities is c/o OrbiMed Advisors LLC, 601 Lexington Avenue 54th Floor, New York, NY 10022.(3) company (“AVA XI LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) (vii) Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVOF”), (viii) Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership (“AVAO LP”) and (ix) Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company (“AVAO LLC” and together with AVOF and AVAO LP, the “Opportunity Fund Reporting Persons” and together with the Fund X Reporting Persons and Fund XI Reporting Persons, the “Reporting Persons”). Atlas X is the record owner of 2,901,609 shares of common stock. AVA X LP is the general partner of Atlas X and AVA X LLC is the general partner of AVA X LP. Each of Atlas X, AVA X LP and AVA X LLC has shared voting and dispositive power over the shares held by Atlas X. As such, each of Atlas X, AVA X LP and AVA X LLC may be deemed to beneficially own the shares held by Atlas X. Atlas XI is the record owner of 1,241,935 shares of Common Stock. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by Atlas XI. As such, each of Atlas XI, AVA XI LP and AVA XI
(3) |
Information herein is based on the Schedule 13G/A filed with the SEC on February 14, |
(4) | Information herein is based on the Schedule 13D/A filed with the SEC on September 21, 2023 and the Form 4/A filed with the SEC on September 21, 2023 by OrbiMed Advisors LLC (“OrbiMed Advisors”), OrbiMed Capital GP VI LLC (“OrbiMed GP”), OrbiMed Genesis GP LLC (“OrbiMed Genesis GP”), and OrbiMed Capital LLC (“OrbiMed Capital”) (collectively, the “Reporting Persons”), except that the number of non-voting shares of common stock as disclosed on the Schedule 13D/A has been revised in the table above because it exceeds the number of non-voting shares outstanding by one share. OrbiMed Advisors has shared voting and dispositive power over 2,542,303 voting shares of common stock, comprised of: (a) 2,451,289 voting shares of common stock held by OrbiMed Private Investments VI, LP (“OPI VI”), of which 353,192 shares were acquired in connection with our acquisition of Pionyr, and over which OrbiMed GP has shared voting and dispositive power, and (b) 91,014 voting shares of common stock held by OrbiMed Genesis Master Fund, L.P. (“OrbiMed Genesis”), over which OrbiMed Genesis GP has shared voting and dispositive power. Worldwide Healthcare Trust PLC (“WWH”) holds 997,055 voting shares of common stock, which may be deemed to be beneficially owned by OrbiMed Capital. Additionally, OPI VI holds 5,582,144 shares of non-voting common stock, OrbiMed Genesis holds 157,288 shares of non-voting common stock, and WWH holds 629,155 shares of non-voting common stock. OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VI. OrbiMed Genesis GP is the general partner of OrbiMed Genesis, pursuant to the terms of the limited partnership agreement of OrbiMed Genesis, and OrbiMed Advisors is the managing member of OrbiMed Genesis GP, pursuant to the terms of the limited liability company agreement of OrbiMed Genesis GP. As a result, OrbiMed Advisors and OrbiMed Genesis GP share power to direct the vote and disposition of the shares held by OrbiMed Genesis and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OrbiMed Genesis. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OrbiMed Genesis. OrbiMed Capital is the investment advisor of WWH. As a result, OrbiMed Capital has the power to direct the vote and disposition of the Shares held by WWH and may be deemed directly or indirectly, including by reason of mutual affiliation, to be the beneficial owner of the Shares held by WWH. OrbiMed Capital exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by WWH. The principal business address of each of these entities and individuals is c/o OrbiMed Advisors LLC, 601 Lexington Avenue 54th Floor, New York, NY 10022. |
(5) | Information herein based on the Schedule 13G filed with the SEC on October 19, 2023 by Gilead Sciences, Inc. (“Gilead”) with respect to 2,931,467 shares of common stock owned by Gilead. The address of the principal business office of Gilead is 333 Lakeside Drive, Foster City, California 94404. |
(6) | Information herein is based on the Schedule 13G/A filed with the SEC on |
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(7) |
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Consists of options to purchase |
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(14) | Consists of options to purchase 21,525 shares of our common stock that are exercisable within 60 days of April 1, 2024. |
(15) | Consists of options to purchase 32,885 shares of our common stock that are exercisable within 60 days of April 1, 2024. |
(16) | Consists of options to purchase 11,682 shares of our common stock that are exercisable within 60 days of April 1, 2024. |
(17) | Consists of options to purchase 2,647,179 shares of our common stock that are exercisable within 60 days of April 1, 2024, and excludes options to purchase shares of our common stock held by Dr. Santillana, who is not a current executive officer. |
2022.2023. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the PCAOB’s Auditing Standard No. 1301, Communication with Audit Committees. In addition, the audit committee received written communications from the independent registered public accounting firm confirming their independence as required by the applicable requirements of the PCAOB and has discussed with the independent registered public accounting firm their independence.20222023 Annual Report, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.
8, 2025.20242025 proxy statement must submit the proposal in accordance with the procedures outlined in Rule 14a-8 of the Exchange Act so that it is received by us no later than December 30, 2023.27, 2024. However, if the date of the 20242025 Annual Meeting of Stockholders is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 20242025 Annual Meeting of Stockholders. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210, Attention: Corporate Secretary.10, 2024.boardBoard of directorsDirectors or present a proposal at an annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our bylaws establish an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the boardBoard of directorsDirectors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely notice in proper form to our corporate secretaryCorporate Secretary of the stockholder’s intention to bring such business before the meeting.corporate secretaryCorporate Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. For stockholder proposals to be brought before the 20242025 Annual Meeting of Stockholders, the required notice must be received by our corporate secretaryCorporate Secretary at our principal executive offices no earlier than February 10, 20247, 2025 and no later than March 11, 20249, 2025 Stockholder proposals and the required notice should be addressed to Ikena Oncology, Inc., 645 Summer Street, Suite 101, Boston, Massachusetts 02210, Attention: Corporate Secretary.
IKENA ONCOLOGY, INC.
645 SUMMER STREET, SUITE 101
BOSTON, MA 02210
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/IKNA2023
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V11971-P94273 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Annual Report and Form 10-K are available at www.proxyvote.com.
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V11972-P94273
IKENA ONCOLOGY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
JUNE 9, 2023
The stockholder(s) hereby appoint(s) Mark Manfredi, Ph.D. and Jotin Marango, M.D., Ph.D., or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Ikena Oncology, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholder s to be held online at 8:30 a.m., Eastern Time on Friday, June 9, 2023, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE