Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director to the Board of Directors
On July 3, 2026, the Board of Directors (the “Board”) of Aura Biosciences, Inc. (the “Company”) increased the size of the Board from six to seven directors and unanimously appointed Jeremy Bender, Ph.D., M.B.A., as a Class II director, effective July 7, 2026 (the “Effective Date”), to fill the newly created vacancy. Dr. Bender’s term will expire at the Company’s 2029 annual meeting of stockholders. Dr. Bender also has been appointed to the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, effective on the Effective Date. The Board has determined that Dr. Bender qualifies as an independent director and is qualified to serve under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing rules of the Nasdaq Stock Market LLC.
For his service on the Board, Dr. Bender is eligible to receive the same cash compensation as the Company’s other non-employee directors in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy, which was amended and restated by the Board on June 11, 2026 and is described below (the “Policy”). Consistent with the Policy, Dr. Bender has received an initial, one-time stock option award to purchase 60,000 shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”), and an initial, one-time restricted stock unit award covering 30,000 shares of Common Stock. These initial awards will vest in equal annual installments over three years, and will generally stop vesting if Dr. Bender ceases to serve on the Board.
In addition, Dr. Bender will enter into an indemnification agreement with the Company, the form of which was filed with the SEC as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-260156) on October 25, 2021, pursuant to which the Company may be required, among other things, to indemnify Dr. Bender for certain expenses (including reasonable attorneys’ fees), judgments, fines, penalties, excise taxes and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as a director of the Company.
There are currently no arrangements or understandings between Dr. Bender and any other person pursuant to which Dr. Bender was appointed to the Board and there are no family relationships between Dr. Bender and any of the Company’s directors or executive officers. There are currently no transactions in which Dr. Bender has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing Dr. Bender’s appointment to the Board is attached hereto as Exhibit 99.1 and shall be deemed furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Amended and Restated Non-Employee Director Compensation Policy
Pursuant to the Policy, as amended and restated by the Board on June 11, 2026, the following cash compensation will be provided to each non-employee director of the Board:
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Board of Directors: |
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Members |
$ |
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40,000 |
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Annual retainer for non-executive chair |
$ |
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30,000 |
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Audit Committee: |
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Members (other than chair) |
$ |
10,000* |
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Retainer for chair |
$ |
20,000* |
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Compensation Committee: |
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Members (other than chair) |
$ |
7,500* |
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Retainer for chair |
$ |
15,000* |
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Nominating and Corporate Governance Committee: |
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Members (other than chair) |
$ |
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5,000 |
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Retainer for chair |
$ |
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10,000 |
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*Prior to June 11, 2026, the annual retainers for members of the Audit Committee was $7,500 per year ($15,000 for the chair), and the annual retainers for members of the Compensation Committee was $6,000 per year ($12,000 for the chair).
Further, upon initial election to the Board, each non-employee director will receive an initial, one-time stock option award to purchase 60,000 shares (increased from 34,000 shares on June 11, 2026) of Common Stock (the “Initial Option Award”), and an initial, one-time restricted stock unit award covering 30,000 shares (increased from 26,000 shares on June 11, 2026) of Common Stock (the “Initial RSU Award”, and together with the Initial Option Award, the “Initial Award”), provided, if the Value (as defined in the