LeonaBio, Inc.
For the period ended Jun 22, 2026. Filed May 11, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 22, 2026 · Filed May 11, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
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Dear Fellow Stockholders:
We are pleased to invite you to attend the 2026 annual meeting of stockholders (together with any postponement, adjournments or other delays thereof, the “Annual Meeting”) of LeonaBio, Inc. (the “Company”). The Annual Meeting will be held on June 22, 2026, at 8:00 a.m., Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/LONA2026, where you will be able to listen to the meeting live, submit questions and vote online.
The attached formal meeting notice and proxy statement contain details of the business to be conducted at the Annual Meeting.
Your vote is important. Whether or not you attend the Annual Meeting virtually, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to vote and submit your proxy promptly via the internet, telephone or mail.
On behalf of our board of directors, we would like to express our appreciation for your continued support of and interest in the Company.
Sincerely,
MARK J. LITTON, PH.D.
President and Chief Executive Officer
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | 8:00 a.m., Pacific Time, on June 22, 2026 |
|---|---|
| Place | The 2026 annual meeting of stockholders virtually (together with any postponement, adjournments or other delays thereof, the “Annual Meeting”) of LeonaBio, Inc. (the “Company”) will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholder meeting.com/LONA2026, where you will be able to listen to the meeting live, submit questions and vote online during the meeting. |
| Items of Business | •Proposal No. 1: The election of three nominees as Class III directors, each to hold office for a term of three years and until his or her respective successor is elected and qualified, or until his or her earlier death, resignation or removal.•Proposal No. 2: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.•Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive officers.•Proposal No. 4: The approval, on an advisory basis, of the frequency of future stockholder advisory votes on the compensation of our named executive officers.•Proposal No. 5: Any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
| Record Date | May 1, 2026Only stockholders of record as of May 1, 2026 are entitled to notice of and to vote at the Annual Meeting. For ten days prior to the Annual Meeting, a complete list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting. If you would like to view the list, please contact our corporate secretary to schedule an appointment by calling (425) 620-8520 or writing to LeonaBio, Inc., 18706 North Creek Parkway, Suite 104, Bothell, Washington 98011, Attention: Corporate Secretary. |
| Proxy Materials | The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).The Notice of Internet Availability, containing instructions on how to access our proxy statement, notice of Annual Meeting, form of proxy and our annual report, is first being sent or given on or about May 11, 2026 to all stockholders entitled to vote at the Annual Meeting. The Notice of Internet Availability provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials and our annual report can be accessed as of May 11, 2026 by visiting www.proxyvote.com. All you have to do is enter the control number located on your proxy card.If your shares of common stock are held in a brokerage account or by a broker, bank or other nominee (i.e., your shares are held beneficially in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by completing the voting instruction form and returning it to your broker, bank or other nominee for your shares to be voted. We recommend that you instruct your broker, bank or other nominee to vote your shares using the voting instruction form. The availability of internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. |
| Voting | Whether or not you plan to attend the virtual Annual Meeting, we urge you to submit your proxy via the internet or telephone or by mail as soon as possible. |
By order of the board of directors,
MARK J. LITTON, PH.D.
President and Chief Executive Officer
Bothell, Washington
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 22, 2026.
The proxy statement, the accompanying proxy card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available free of charge at www.proxyvote.com. Information on this website, other than this proxy statement, is not a part of this proxy statement. Please sign, date and promptly return the proxy card, or submit your proxy and voting instructions over the Internet or by telephone by following the instructions on the proxy card, so that you may be represented at the Annual Meeting.
The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement, including the appendices, carefully and in their entirety.
TABLE OF CONTENTS
| PROXY STATEMENT | 6 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 6 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 11 |
| Composition of the Board of Directors | 11 |
| Nominees for Director | 11 |
| Director Independence | 15 |
| Board Leadership Structure | 15 |
| Role of Board in Risk Oversight Process | 15 |
| Attendance at Board and Stockholder Meetings | 16 |
| Executive Sessions of Non-Employee Directors | 16 |
| Board Diversity | 16 |
| Board Committees | 16 |
| Considerations in Evaluating Director Nominees | 18 |
| Stockholder Recommendations and Nominations to our Board of Directors | 19 |
| Communications with the Board of Directors | 19 |
| Insider Trading Policy | 19 |
| Code of Business Conduct and Ethics | 19 |
| Environmental, Social and Governance (ESG) and Related Matters | 19 |
| Core Values | 20 |
| Employees | 20 |
| Director Compensation | 20 |
| PROPOSAL NO. 1 | 23 |
| PROPOSAL NO. 2 | 24 |
| REPORT OF THE AUDIT COMMITTEE | 26 |
| PROPOSAL NO. 3 | 27 |
| PROPOSAL NO. 4 | 28 |
| EXECUTIVE OFFICERS | 29 |
| Processes and Procedures for Compensation Decisions | 30 |
| Executive Compensation | 30 |
| 2024 – 2025 Summary Compensation Table | 30 |
| Outstanding Equity Awards at December 31, 2025 | 31 |
| Executive Employment Arrangements | 32 |
| Change in Control and Severance Agreements and Arrangements | 33 |
| Equity Awards | 34 |
| Equity Incentive Plans | 35 |
| Clawback Policy | 35 |
| Executive Incentive Compensation Plan | 35 |
| Retention Bonus Program | 36 |
| Equity Granting Practices | 36 |
| Pay Versus Performance Disclosure | 37 |
| Required Disclosure of Relationships Between Cap and Financial Performance Measures | 38 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 41 |
| RELATED PERSON TRANSACTIONS | 42 |
| Related-Person Transactions Policy | 42 |
| Private Placement Financing | 42 |
| Sermonix Transaction | 43 |
| Other Transactions | 43 |
| OTHER MATTERS | 44 |
| Availability of Bylaws | 44 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.