Ikena Oncology Inc

Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during fiscal year 2024. Other than as set forth in the table below, we did not pay any compensation, make any additional 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 fiscal year 2024. Directors who also serve as employees received no additional compensation for their service as directors. During fiscal year 2024, Mark Manfredi, Ph.D., our President and Chief Executive Officer, was a member of our board of directors, as well as an employee, and received no additional compensation for his services as a director. See the section titled “2024 Summary Compensation Table” for more information about his compensation in fiscal year 2024.

(1) The amounts reflect the grant date fair value of stock options granted in 2024 in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification Topic 718, Compensation–Stock Compensation, or ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in the notes to our consolidated financial statements. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our non-employee directors upon the exercise of such options.

(2) Non-employee directors who served on our board of directors during 2024 had the following stock options outstanding as of December 31, 2024 and held no shares of restricted stock:

Non-Employee Director Compensation Policy

In December 2022, the compensation committee recommended, and the board of directors approved, pursuant to recommendations from our retained compensation consultant, Aon Radford, based on benchmarking against peer companies, an 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:

Under our Amended & Restated Non-Employee Director Compensation Policy, upon initial election to our board of directors, each non-employee director will be granted an option to purchase 35,040 shares of our common stock, referred to herein as the Initial Grant. Furthermore, our Amended & Restated Non-Employee Director Compensation Policy provides that, on the date of each of our annual meeting of stockholders, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual option to purchase 17,520 shares of our common stock, referred to herein as the Annual Award. Each Annual Award vests in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to such director’s continued service to us through the applicable vesting date, unless otherwise determined by our board of directors. The Initial Grants vest in equal annual installments over three years from the date of grant, subject to such director’s continued service to us through the applicable vesting dates. Such awards are subject to full accelerated vesting upon the sale of the Company, subject to such director’s continued service to us through the date of such sale. In addition, aggregate amount of cash and equity compensation paid to any non-employee director in a calendar year may not exceed $1,000,000 for the first year of service, and $750,000 for each year of service thereafter (or such other limits as may be set forth in our 2021 Stock Option and Incentive Plan (“2021 Plan”) or any similar provision of a successor plan). The above-described cash retainers are paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation is paid for attending individual meetings of the board of directors. Employee directors receive no additional compensation for their service as a director. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.

Executive Compensation

Our named executive officers for the year ended December 31, 2024 are:

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Mark Manfredi, Ph.D., our President and Chief Executive Officer;

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Jotin Marango, M.D., Ph.D., our Chief Financial Officer, Chief Operating Officer and Head of Corporate Development; and

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Caroline Germa, M.D., our former Chief Medical Officer.

2024 Summary Compensation Table

The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

(1) Amounts represent discretionary cash bonuses earned in 2024 and 2023 and paid in 2025 and 2024, respectively, pursuant to the Company’s cash incentive plan based on the achievement of certain corporate and individual performance milestones. For Dr. Marango, the amounts also represents retention bonuses he received in 2024, in an amount equal to $82,500 paid to him in July 2024, and $82,500 paid to him upon the execution of the Merger Agreement. In addition, the amount reported for Dr. Germa also represent (i) a one-time “sign on bonus” of $150,000 that was paid during the 2024 fiscal year pursuant to her employment agreement, and (ii) a one-time retention bonus paid to Dr. Germa in 2024 in an amount equal to $100,000.

(2) The amounts reported represent the aggregate grant date fair value of the stock option awards granted to the named executive officers during fiscal year 2024 and 2023, 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 the notes to our consolidated financial statements. 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) Amounts represent the Company’s matching contributions under its 401(k) plan and life insurance premiums paid. For calendar year 2024, the following amounts represent Company paid life insurance premiums: $848 for Dr. Manfredi, $813.26 for Dr. Marango, and $670 for Dr. Germa. The following amounts represent the Company’s matching contributions under its 401(k) plan: $13,800 for Dr. Manfredi, and $13,800 for Dr. Germa.

(4) Dr. Germa commenced employment on February, 29, 2024, and her annual base salary was pro-rated accordingly for 2024. Dr. Germa’s target bonus was not pro-rated, consistent with the terms of her employment agreement. Dr. Germa’s employment with the Company terminated as of February 3, 2025.

Base Salaries

Our named executive officers each receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries are reviewed annually, typically in connection with our annual performance review process, approved by our board of directors or the 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.

For fiscal year 2024, the annual base salary for each of Dr. Manfredi, Dr. Marango and Dr. Germa were $569,000, $444,400 and $500,000, respectively. On July 8, 2024, our board of directors approved the increase of Dr. Marango’s salary to $470,000 in connection with his appointment as Chief Operating Officer, which became effective on July 15, 2024.

Bonuses

For the fiscal year ended December 31, 2024, each named executive officer was eligible to earn an annual discretionary cash bonus based on the achievement of certain corporate and individual performance milestones. The target annual bonus for each of Dr. Manfredi, Dr. Marango and Dr. Germa, for the fiscal year ended December 31, 2024 were 50%, 40%, and 40% of annual base salary, respectively. With respect to the fiscal year ended December 31, 2024, our compensation committee approved a payout of cash bonuses in an amount of 100% of target for each of the named executive officers.

In July 2024, we entered into retention award agreements with each of our named executive officers (the “Retention Agreements”). Pursuant to his Retention Agreements, Dr. Manfredi is eligible to receive a one-time discretionary bonus of $300,000 paid upon the closing of a material transaction involving the Ikena. Dr. Marango’s Retention Agreement provides for payment of his retention bonus in three installments, with $82,500 paid on July 15, 2025, $82,500 paid at the time of the signing of the Merger Agreement, and a final payment of $85,000 upon the closing of a material transaction involving Ikena (including the Merger). Pursuant to Dr. Germa’s Retention Agreement, she received a retention bonus amount of $100,000, $33,300 of which was paid on July 15, 2024, and the remainder $66,700 was paid upon the successful completion of certain pre-established activities, as determined by Dr. Manfredi.

In order to be eligible to receive the retention bonus, each executive officer must be actively employed on the scheduled pay date; provided, however, that should we choose to terminate the executive’s employment earlier, and provided such termination does not arise out of a violation of our Code of Business Conduct and Ethics, the remaining amount would be paid in full on the date that such termination became effective.

On January 10, 2025, our board of directors approved amendments to our the Retention Agreements with Dr. Manfredi and Dr. Marango to provide that, in addition to the existing payment terms above, each of Dr. Manfredi and Dr. Marango will be entitled to receive their retention bonuses upon a termination (i) occurring for any reason after the filing of our Form S-4 in 2024 (the “Initial Filing”) so long as such individual remained employed through the date of the Initial Filing with the SEC or (ii) by us without cause prior to the Initial Filing.

Equity Compensation

Our equity grant program is intended to align the interests of our named executive officers with those of our stockholders and to motivate them to make important contributions to our performance. We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. These equity awards are a key aspect of our compensation philosophy and serve to align the interests of our executive officers with our stockholders, as they are tied to future increases in the value of our stock. Further, we believe that equity awards with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. In 2024, we granted stock options to each of our named executive officers, as reflected in the “Outstanding Equity Awards at 2024 Fiscal Year End Table” below.

Perquisites

We generally do not provide perquisites to our executive officers, including our named executive officers.

Ikena Oncology, Inc. 401(k) Plan

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We make a 401(k) employer matching contribution of 4% of an employee’s elective deferral up to 6% of the employees eligible compensation up to a maximum matching contribution of $13,800 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 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.

Executive Employment Arrangements

Dr. Mark Manfredi

In March 2021, we entered into a new employment agreement with Dr. Manfredi (the “Manfredi Agreement”). In the event that Dr. Manfredi’s service with us is terminated without “cause” or for “good reason” (in each case, as defined in the Manfredi Agreement), on or within twelve months after the closing of a “change in control” (as defined in the Manfredi Agreement), Dr. Manfredi will be entitled to the following severance benefits, subject to Dr. Manfredi executing a separation agreement and it becoming effective, (i) a lump-sum payment equal to 1.5 times the sum of (a) Dr. Manfredi’s then-current base salary or the base salary in effect immediately prior to the change in control, if higher, plus (b) Dr. Manfredi’s annual target bonus for the then-current year; (ii) immediate acceleration of all time-based stock options and other stock-based awards subject to time-based vesting held by Dr. Manfredi, effective as of the later of the date of termination or the effective date of the separation agreement and release; and (iii) up to 18 months of the employer portion of COBRA premium payments.

In the event that Dr. Manfredi’s service with us is terminated without “cause” or for “good reason” (in each case, as defined in the Manfredi Agreement), other than in connection with a “change in control”, Dr. Manfredi would be entitled to the following severance benefits, subject to Dr. Manfredi executing a separation agreement and release and it becoming effective: (i) payments equal to 12 months of Dr. Manfredi’s then-current base salary and (ii) up to 12 months of the employer portion of COBRA premium payments.

On January 10, 2025, our board of directors approved an amendment to the Manfredi Agreement which provides for certain additional benefits to Dr. Manfredi upon termination in the event that his employment is terminated without “cause” or he resigns for any reason during the “change in control period” (in each case, as defined in the Manfredi Agreement). Under such circumstances, all time-based stock options and awards held by Dr. Manfredi will accelerate as of the later of the date of his termination or a “change in control” (the “Accelerated Vesting Date”). The termination or forfeiture of any unvested stock options or awards will also be delayed until the Accelerated Vesting Date if such awards do not otherwise vest pursuant to a separation agreement and release.

Dr. Jotin Marango

In April 2022, we entered into an employment agreement with Dr. Marango (the “Marango Agreement”). In the event that Dr. Marango’s service with us is terminated “without cause” or for “good reason” (in each case, as defined in the Marango Agreement), on or within 45 days immediately preceding or twelve months after the closing of a “change in control” (as defined in the Marango Agreement), Dr. Marango will be entitled to the following severance benefits, subject to Dr. Marango executing a separation agreement and it becoming effective, (i) a lump-sum payment equal to the sum of (a) Dr. Marango’s then-current base salary or the base salary in effect immediately prior to the “change in control”, if higher, plus (b) Dr. Marango’s annual target bonus for the then-current year or the target bonus in effect immediately prior to the “change in control”, if higher; and (ii) up to twelve months of the employer portion of COBRA premium payments.

In the event that Dr. Marango’s service with us is terminated without “cause” or for “good reason” (in each case, as defined in the Marango Agreement), other than in connection with a “change in control” (as defined in the Marango Agreement), Dr. Marango will be entitled to the following severance benefits, subject to Dr. Marango executing a separation agreement and release and it becoming effective: (i) a lump-sum payment equal to nine months of Dr. Marango’s then-current base salary and (ii) up to 9 months of the employer portion of COBRA premium payments.

On January 10, 2025, our board of directors approved an amendment to the Marango Agreement which provides for certain additional benefits to Dr. Marango upon termination in the event that his employment is terminated by us without “cause” or Dr. Marango resigns for any reason during the “change in control period” (in each case, as defined in the Marango Agreement). Under such circumstances, all time-based stock options and awards held by Dr. Marango will accelerate as of the later of the date of his termination or a “change in control” (the “Accelerated Vesting Date”). The termination or forfeiture of any unvested stock options or awards will also be delayed until the Accelerated Vesting Date if such awards do not otherwise vest pursuant to a separation agreement and release.

Dr. Caroline Germa

In February 2024, we entered into an employment agreement with Dr. Germa (the “Germa Agreement”). In the event that Dr. Germa’s service with us is terminated “without cause” or for “good reason” (in each case, as defined the Germa Agreement), on or within three months preceding or twelve months after the closing of a “change in control” (as defined in the Germa Agreement), Dr. Germa will be entitled to the following severance benefits, subject to Dr. Germa executing a separation agreement and it becoming effective, (i) a lump sum payment equal to the sum of (a) 15 months of Dr. Germa’s then-current base salary or the base salary in effect immediately prior to the “change in control”, if higher, plus (b) Dr. Germa’s annual target bonus for the then-current year or the target bonus in effect immediately prior to the “change in control”, if higher, (ii) immediate acceleration of all time-based stock options and other stock-based awards subject to time-based vesting held by Dr. Germa, effective as of the later of the date of termination or the effective date of the separation agreement and release, and (iii) up to 15 months of the employer portion of COBRA premium payments.

In the event that Dr. Germa’s service with us is terminated without “cause” or for “good reason” (in each case, as defined in the Germa Agreement), other than in connection with a “change in control” (as defined in the Germa Agreement), Dr. Germa will be entitled to the following severance benefits, subject to Dr. Germa executing a separation agreement and release and it becoming effective: (i) payment equal to 12 months of Dr. Germa’s then-current base salary, (ii) immediate acceleration of the portion of Dr. Germa’s unvested time-based equity awards that would become vested had Dr. Germa maintained a continuous service relationship through the first anniversary of the date of termination, and (iii) up to 12 months of the employer portion of COBRA premium payments.

Upon the occurrence of a change of control, all payments and benefits received by the executive officers 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 the executive will either be (i) paid in full or (ii) reduced below such 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.

Dr. Germa entered into a separation agreement with the Company on February 13, 2025 (the “Germa Separation Agreement”). Pursuant to the terms of the Germa Separation Agreement, Dr. Germa’s employment terminated effective February 3, 2025, and in exchange for a general release of claims, she became entitled to receive (i) a lump sum payment in an amount equal to 12 months of her base salary, (ii) up to 12 months of the employer portion of COBRA premium payments, and (iii) immediate acceleration of the portion of her outstanding unvested time-based equity awards that would have become vested had she maintained a continuous service relationship through the first anniversary of the date of her separation (or the effective date of her separation agreement, if later). In addition, the Germa Separation Agreement provides that in the event a “change in control” occurs within three months of her separation date, she would be eligible for the additional payments set forth in the Germa Agreement, as described above.

Dr. Germa entered into a consulting agreement with the Company on February 4, 2025, pursuant to which she agreed to provide consulting, advisory and related services to and for the Company until July 31, 2025. Pursuant to such agreement, Dr. Germa will receive a consulting fee of $600 per hour (not to exceed 40 hours per month without prior approval of the Company) and shall continue to earn and vest on her stock option awards. The consulting agreement can be terminated by either party upon not less than 30 days notice.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Outstanding Equity Awards at Fiscal 2024 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of fiscal year 2024:

(1) 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, (“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.

(2) Unless otherwise noted, 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. (3) Option vests as follows: 12.5% of the total shares underlying the option vest on the six month anniversary date of the vesting commencement date and the remainder vest over the next three and a half 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.