Aardvark Therapeutics, Inc.

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

•

Tien-Li Lee, M.D., our Chief Executive Officer;

•

Bryan Jones, Ph.D., our Chief Operating Officer; and

•

Manasi Jaiman, M.D., M.P.H., our Chief Medical Officer.

Summary Compensation Table

The following table sets forth certain information with respect to the compensation for services rendered in all capacities that was awarded to, earned by or paid to our named executive officers for the fiscal years ended December 31, 2024 and 2023:

(1)

The amounts reported in the “Bonus” column represent bonuses that were paid in June 2024 (see the subsection titled “—Narrative Disclosure to Summary Compensation Table—June 2024 Bonuses” below for additional detail).

(2)

The amounts reported in the “Option Awards” column represent the aggregate grant date fair value of the stock options awarded to our named executive officers during fiscal year 2023, calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 6 to our audited consolidated financial statements included elsewhere in this Annual Report. The amounts reported in this column reflect the accounting cost for the stock options and do not reflect the actual economic value that will be realized by the individual upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such awards. See the subsection titled “—Narrative Disclosure to Summary Compensation Table—Equity-Based Incentive Awards” below for additional detail.

(3)

The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent annual performance-based cash bonuses for 2024 (see the subsection titled “—Narrative Disclosure to Summary Compensation Table—Annual Bonuses” below for additional detail).

(4)

Dr. Jaiman was appointed and joined our company as our Chief Medical Officer in September 2024.

Narrative Disclosure to Summary Compensation Table

Arrangements with Executive Officers

We have entered into offer letters with each of our named executive officers. The material terms of the offer letters are described below.

Lee Offer Letter and Compensation

We entered into an offer letter with Dr. Lee (the Lee Offer Letter) dated July 24, 2019, pursuant to which Dr. Lee serves as our Chief Executive Officer and President. Under the Lee Offer Letter, Dr. Lee’s annual base salary was initially set at $300,000, which was increased to $370,000 in 2023 and was further increased to $468,000 effective June 28, 2024. Dr. Lee’s employment with us is at-will, and either we or Dr. Lee may terminate the terms and conditions of the employment relationship at any time, with or without cause and with or without notice.

The Lee Offer Letter also provides for reimbursement of reasonable, actual and documented out-of-pocket expenses incurred in connection with Dr. Lee’s employment.

Effective June 28, 2024, Dr. Lee’s discretionary annual target bonus was established at 40% of his annual base salary.

Effective upon the completion of our IPO, Dr. Lee’s base salary was increased to $650,000 per year and his discretionary annual target bonus was increased to 55% of his annual base salary.

Jones Offer Letter and Compensation

We entered into an offer letter with Dr. Jones (the Jones Offer Letter) dated September 29, 2021, pursuant to which Dr. Jones initially served as our Chief Business Officer commencing on October 4, 2021. Under the Jones Offer Letter, Dr. Jones’s annual base salary was set at $240,000, which was increased to $360,000 effective June 28, 2024. Dr. Jones’s employment with us is at-will, and either we or Dr. Jones may terminate the terms and conditions of the employment relationship at any time, with or without cause and with or without notice.

In accordance with the Jones Offer Letter, on October 4, 2021, we issued Dr. Jones an option to purchase an aggregate of 35,402 shares of our common stock, with an exercise price equal to $3.06 per share. The shares of common stock subject to such option vest in equal monthly installments over a period of 48 months from the vesting commencement date of September 1, 2021, subject to Dr. Jones providing continuous service (as defined in the 2017 Plan) to our company on each such vesting date, inclusive.

The Jones Offer Letter also provides for reimbursement of reasonable, actual and documented out-of-pocket expenses incurred in connection with Dr. Jones’s employment.

Effective June 28, 2024, Dr. Jones’s discretionary annual target bonus was established at 30% of his annual base salary.

Effective upon the completion of our IPO, Dr. Jones’s base salary was increased to $475,000 per year and his discretionary annual target bonus was increased to 40% of his annual base salary.

Jaiman Offer Letter and Compensation

We entered into an offer letter with Dr. Jaiman (the Jaiman Offer Letter) dated August 23, 2024, pursuant to which Dr. Jaiman serves as our Chief Medical Officer. Under the Jaiman Offer Letter, Dr. Jaiman’s annual base salary was set at $450,000 and her annual target bonus was set at 35% of her annual base salary. Dr. Jaiman’s employment with us is at-will, and either we or Dr. Jaiman may terminate the terms and conditions of the employment relationship at any time, with or without cause and with or without notice.

In accordance with the Jaiman Offer Letter, on September 1, 2024, we issued Dr. Jaiman an option to purchase an aggregate of 177,012 shares of our common stock, with an exercise price equal to $4.24 per share (the Jaiman Initial Option). 25% of the shares of common stock subject to the Jaiman Initial Option will vest on the one year anniversary of the vesting commencement date of September 1, 2024, and 1/48th of the shares subject to the Jaiman Initial Option will vest in equal monthly installments thereafter, in each case subject to Dr. Jaiman providing continuous service (as defined in the 2017 Plan) to our company on each such vesting date, inclusive.

The Jaiman Offer Letter also provides that, in the event we terminate Dr. Jaiman’s employment other than for “Cause” (as defined in the Jaiman Offer Letter) or Dr. Jaiman resigns from her employment with us for “Good Reason” (as defined in the Jaiman Offer Letter), subject to Dr. Jaiman executing and delivering a customary release of claims in our favor, Dr. Jaiman will be entitled to severance consisting of (i) an amount equal to six months of her then-current base salary, and (ii) 100% of the premium cost of continued group health coverage for a period of up to six months following her termination date. In addition, if such termination or resignation occurs within three months prior to or 12 months following a “Change in Control” (as defined in the 2017 Plan), any unvested portion of the Jaiman Initial Option will be accelerated and the Jaiman Initial Option will be fully vested as of the date of such termination or resignation, as applicable. The severance provisions included in the Jaiman Offer Letter and described in this paragraph will be superseded by the Severance Plan, which became effective in connection with the completion of our IPO and is described in the subsection “—Potential Payments Upon Termination or Change in Control—Severance Plan” below.

Effective upon the completion of our IPO, Dr. Jaiman’s base salary was increased to $500,000 per year and her discretionary annual target bonus was increased to 40% of her annual base salary.

June 2024 Bonuses

On June 27, 2024, our board of directors approved the following catch-up cash bonuses to Dr. Lee and Dr. Jones. Dr. Jaiman did not receive a bonus in June 2024 as she did not join our company until September 2024. The bonuses were paid as a result of the achievement of certain milestones and in recognition of no bonuses being paid to these named executive officers for the fiscal year ended December 31, 2023.

Annual Bonuses

Our named executive officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve corporate milestones and to reward our executives for individual achievement towards these milestones. The annual performance-based bonus each named executive officer is eligible to receive is based on the extent to which we achieve corporate milestones, as well as the applicable named executive officer’s discretionary annual target bonus percentage. Our board of directors determined that sufficient corporate milestones were achieved in 2024 to award bonuses to our executive officers at 100% achievement. Accordingly, our named executive officers were awarded the following bonuses for achievement at their respective target bonus, as follows:

(1)

Reflects prorated compensation for 2024 as Dr. Jaiman joined our company in September 2024.

Equity-Based Incentive Awards

On July 21, 2024, our board of directors approved the following stock option grants to Dr. Lee and Dr. Jones under the 2017 Plan with a grant date of July 21, 2024, which grants are subject to the terms and conditions of the 2017 Plan and the applicable form of stock option agreement approved for use thereunder. The exercise price of the following stock option grants is $4.24 per share, with 1/48th of the total amount of the shares vesting each month after the grant date, subject to the executive officer’s providing continuous service (as defined in the 2017 Plan) through the applicable vesting date (each inclusive); provided thatthe vesting of the options shall be accelerated in full contingent upon, and effective as of, a change in control (as defined in the 2017 Plan) during such executive officer’s continuous service. Dr. Jaiman was granted the Jaiman Initial Option under the 2017 Plan in connection with the commencement of her employment with us, which is described in the subsection “—Jaiman Offer Letter and Compensation” above.

Potential Payments Upon Termination or Change in Control

As of December 31, 2024, other than as described under the subsection “—Narrative Disclosure to Summary Compensation Table—Arrangements with Executive Officers—Jaiman Offer Letter and Compensation” above with respect to Dr. Jaiman and the Severance Plan (described below), we did not, and we currently do not, have any arrangements or agreements with any of our named executive officers that provide for payments to any of our named executive officers upon termination or change in control. The Severance Plan will supersede the severance provisions included in the Jaiman Offer Letter.

Severance Plan

Each of our current executive officers are eligible to receive benefits under the terms of the Aardvark Therapeutics, Inc. Severance Plan (Severance Plan) adopted by our board of directors in December 2024. The Severance Plan provides that upon (i) a termination of an eligible participant’s employment with us that is effected by us without “cause,” as defined in the Severance Plan (and other than due to death or disability), or (ii) a resignation by an eligible participant for “good reason,” as defined in the Severance Plan, in each case outside of the time period beginning with the date three months prior to the date on which a change in control (as defined in the Severance Plan) occurs and ending 12 months following the change in control, or the “change in control period,” an eligible participant will be entitled to receive, subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) continued base salary for a period of nine months at the rate in effect on the date of such participant’s termination, and (b) reimbursement of premiums for the eligible participant’s continued coverage under our health insurance plans for up to nine months.

The Severance Plan also provides that upon (i) a termination of an eligible participant’s employment with us that is effected by us without “cause” (and other than due to death or disability) or (ii) a resignation by an eligible participant for “good reason,” in each case within the change in control period, the eligible participant will be entitled to receive, subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) continued base salary for a period of 12 months at the rate in effect on the date of such participant’s termination, (b) an additional cash lump sum payment equal to the participant’s target annual bonus for the year of termination, (c) reimbursement of premiums for the eligible participant’s continued coverage under our health insurance plans for up to 12 months, and (d) accelerated vesting of outstanding and unvested equity awards held by such participant (with performance-based awards vesting at the higher of target (100%) level of performance or actual achievement measured as of the date of the change in control).

The payments and benefits provided under the Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an eligible participant, including our current executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the recipient.

Perquisites, Health, Welfare and Retirement Plans and Benefits

All of our named executive officers are eligible to participate in our employee benefit plans offered to similarly situated employees, including medical, dental, vision, disability, life insurance and 401(k) plans. We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances. Our board of directors may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in the best interests of our company and our stockholders.

Clawback Policy

Our board of directors has adopted a clawback policy that complies with recently enacted SEC rules and Nasdaq Rules. Our clawback policy provides for our recovery of erroneously awarded incentive-based compensation from our current and former executive officers (as defined in Rule 10D-1 promulgated under the Exchange Act and Nasdaq Rule 5608) who were employed by us during the applicable recovery period. Under the policy, if we are required to prepare an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws, we shall promptly demand in writing and recoup the amount of any incentive-based compensation received by the applicable executive during the three completed fiscal years immediately preceding the date on which we are required to prepare such accounting restatement. The amount to be recouped is that which exceeds the amount of incentive-based compensation that otherwise would have been received by the applicable executive had such compensation been determined based on the restated amounts in the accounting restatement. Incentive-based compensation includes any compensation that is granted, earned or vested based wholly or in part upon the attainment of one or more measures derived from our financial statements. Our Compensation Committee will administer our clawback policy and will have the authority to determine the amount of recoverable compensation and manner of recovery.

Outstanding Equity Awards at Fiscal Year-End 2024

The following table presents certain information concerning outstanding equity awards held by each of our named executive officers at December 31, 2024:

(1)

All of the options were granted under the 2017 Plan.

(2)

1/48th of the shares subject to the options vested on the date that is one month following the vesting commencement date and an additional 1/48th of the shares subject to the options shall vest on the same date of each month thereafter, subject to the named executive officer’s continued service to us through each vesting date.

(3)

This option was exercisable at grant subject to a repurchase right in our favor that lapses as the option vests. Accordingly, the “Number of Securities Underlying Unexercised Options Exercisable” column reflects the number of shares subject to the option that were exercisable and vested as of December 31, 2024, and the “Number of Securities Underlying Unexercised Options Unexercisable” column reflects the number of shares subject to the option that were exercisable and unvested as of December 31, 2024.

(4)

25% of the shares subject to the option vested or vest one year after the vesting commencement date, and 1/48th of the shares subject to the option vested or vest monthly thereafter subject to the executive’s continued service to us through each vesting date.

Non-Employee Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our board of directors during the year ended December 31, 2024. Other than as set forth in the table and described more fully below, in 2024, we did not pay any compensation to, reimburse any expense of (other than customary expenses in connection with the attendance of meetings of our board of directors), or grant any equity awards or non-equity awards to any of the non-employee members of our board of directors.

In 2024, we did not have a formal or standard compensation policy for our non-employee directors but paid all of our non-employee directors, other than Dr. Chi, Mr. Tong and Dr. Moon, an annual retainer of $30,000 (prorated for partial year service) for their board services provided. In addition, we have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings. In connection with the appointment of Ms. Graf and Dr. Baynes to our board of directors effective as of November 14, 2024 and December 18, 2024, respectively, we granted to each of Ms. Graf and Dr. Baynes an option to purchase 29,502 shares of our common stock with an exercise price of $7.04 per share. Twenty-five percent of the shares of common stock subject to each option will vest on the one year anniversary of the respective vesting commencement date of November 14, 2024 and December 18, 2024 and 1/48th of the shares subject to each option will vest in equal monthly installments thereafter, in each case subject to the applicable director providing continuous service (as defined in the 2017 Plan) to our company on each such vesting date, inclusive.

The following table sets forth information for the year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to persons who served as our directors during 2024 who are not named executive officers.

(1)

As of December 31, 2024, our then-serving non-employee directors held unexercised stock options with respect to the following number of shares of our common stock: Dr. Chi: 0 shares, Dr. Baynes: 29,502 shares, Ms. Graf: 29,502 shares and Mr. Tong: 0 shares.

(2)

Dr. Baynes joined our board of directors on December 18, 2024.

(3)

Ms. Graf joined our board of directors on November 14, 2024.

(4)

Mr. Hornby, Dr. Banks and Dr. Moon each resigned from our board of directors on May 1, 2024.

Non-Employee Director Compensation Policy

Effective upon the completion of our IPO, our non-employee directors are compensated in accordance with our non-employee director compensation program (the Director Compensation Program). Pursuant to the Director Compensation Program, our non-employee directors will receive cash compensation, paid quarterly in arrears, as follows:

•

each non-employee director will receive a cash retainer in the amount of $40,000 per year;

•

the independent Chairperson of our board of directors or Lead Independent Director, as applicable, will receive an additional cash retainer of $30,000 per year;

•

the Chairperson of the Audit Committee will receive a cash retainer in the amount of $20,000 per year for such Chairperson’s service on the Audit Committee;

•

each non-Chairperson member of the Audit Committee will receive a cash retainer in the amount of $10,000 per year for such member’s service on the Audit Committee;

•

the Chairperson of the Compensation Committee will receive a cash retainer in the amount of $12,000 per year for such Chairperson’s service on the Compensation Committee;

•

each non-Chairperson member of the Compensation Committee will receive a cash retainer in the amount of $6,000 per year for such member’s service on the Compensation Committee;

•

the Chairperson of the Nominating and Corporate Governance Committee will receive a cash retainer in the amount of $10,000 per year for such Chairperson’s service on the Nominating and Corporate Governance Committee; and

•

each non-Chairperson member of the Nominating and Corporate Governance Committee will receive a cash retainer in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee.

Each non-employee director may elect, on an annual basis, to convert all or a portion of such non-employee director’s annual retainer into a number of restricted stock units granted under the 2025 Plan, which will be fully vested on the date of grant, and settlement of the restricted stock units may be deferred at the election of the non-employee director.

Pursuant to the Director Compensation Program, each non-employee director who is initially elected or appointed to our board of directors following the completion of our IPO will automatically be granted an option (Initial Grant) under the 2025 Plan to purchase that number of shares of our common stock equal to (i) $500,000, divided by (ii) the per share grant date fair value of the option award. Each Initial Grant will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. In addition, on the date of each annual meeting of our stockholders following the completion of our IPO, each non-employee director, other than a non-employee director receiving an Initial Grant at such annual meeting, who will continue to serve as a non-employee director immediately following such annual meeting will automatically be granted an option (Full Annual Grant) under the 2025 Plan to purchase that number of shares of our common stock equal to (i)

$250,000, divided by (ii) the per share grant date fair value of the option award. Notwithstanding the foregoing, if a non-employee director is first elected or appointed to our board of directors on a date other than the date of an annual meeting, then, at the next annual meeting following such non-employee director’s election or appointment, in lieu of a Full Annual Grant, such non-employee director will be granted a pro-rata portion of such Full Annual Grant based on the number of full months between such non-employee director’s initial election or appointment to our board of directors and the date of the first annual meeting immediately following such initial election or appointment to our board of directors (Partial Annual Grant). Each Full Annual Grant and each Partial Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the annual meeting of our stockholders following the date of grant, subject to continued service through the applicable vesting date. In addition, upon a Change in Control (as defined in the 2025 Plan), all outstanding equity awards granted under the 2025 Plan (or any other equity incentive plan maintained by us) that are held by a non-employee director will become fully vested and/or exercisable irrespective of any other provisions of such non-employee director’s award agreements.

The Director Compensation Program also provides that we reimburse each non-employee director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such non-employee director in the performance of such non-employee director’s duties to us in accordance with our applicable expense reimbursement policies and procedures in effect from time to time.

Equity Compensation Plans

2025 Equity Incentive Plan

In connection with the IPO, our board of directors adopted, and our stockholders approved, the 2025 Plan, which went into effect on February 11, 2025. The purpose of the 2025 Plan is to provide incentives for our employees, directors and consultants to exert maximum efforts for the success of our company and our affiliates and to provide a means by which such persons may be given an opportunity to benefit from increases in value of our common stock through the granting of awards. At the time the 2025 Plan became effective, no further grants may be made under the 2017 Plan.

2025 Employee Stock Purchase Plan

In connection with the IPO, our board of directors adopted, and our stockholders approved, the Aardvark Therapeutics, Inc. 2024 Employee Stock Purchase Plan, which went into effect on February 11, 2025, and which we refer to as the ESPP. The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our related corporations. The ESPP includes two components. One component is designed to allow eligible U.S. employees to purchase our common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Code (the 423 Component), and accordingly, it will be construed in a manner that is consistent with the requirements of Section 423 of the Code. We intend (but make no undertaking or representation to maintain) the 423 Component to qualify as an employee stock purchase plan, as that term is defined in Section 423(b) of the Code. The other component permits the grant of purchase rights that do not qualify for such favorable tax treatment (the Non-423 Component), in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the United States while complying with applicable foreign laws, and except as otherwise provided in the ESPP or determined by our board of directors, it will operate and be administered in the same manner as the 423 Component.

Equity Award Timing Procedures

In accordance with Item 402(x) of Regulation S-K under the Securities Act, we are providing information regarding our procedures related to the grant of certain equity awards close in time to the release of material non-public information (MNPI). Although we do not have a formal policy, program or plan that requires us to award equity or equity-based compensation on specific dates, we generally expect our Compensation Committee to approve and grant equity awards to our executive officers annually. Additionally, our insider trading policy prohibits directors, officers and employees from trading in our common stock while in possession of or on the basis of MNPI about us. We have not timed, and do not plan to time, the disclosure of MNPI for the purpose of affecting the value of executive compensation.

We were a private company during the year ended December 31, 2024 and therefore no options were granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.

Limitations on Liability and Indemnification

The Certificate of Incorporation and the Bylaws provide that, to the fullest extent permitted by law, we will indemnify any officer or director of our company against all damages, claims and liabilities arising out of the fact that the person is or was our officer or director, or served any other enterprise at our request as an officer or director. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment. Delaware law provides that directors and officers of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors or officers, except liability for:

•

any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders;

•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

as a director, unlawful payments of dividends or unlawful stock repurchases or redemptions;

•

as an officer, derivative claims brought on behalf of the corporation by a stockholder; or

•

any transaction from which the director or officer derived an improper personal benefit.

We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With certain exceptions, these agreements provide for indemnification for related expenses including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding.

We believe that the Certificate of Incorporation and the Bylaws provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in the Certificate of Incorporation and the Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Compensation Committee Interlocks

None of the members of our Compensation Committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or the compensation committee of any entity that has one or more executive officers on our board of directors or the Compensation Committee.