Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Annual Stock Awards and Employee Retention Policy

On April 11, 2024, the Compensation Committee of the Board of Directors (the "Board") of Kineta, Inc. (the "Company") approved and on April 14, 2024, the Board approved and adopted the Annual Stock Awards and Employee Retention Policy (the "Policy"), which will provide retention awards to key employees, including certain of the Company's named executive officers. Under the Policy, the Company's former Chief Executive Officer and the Company's Chair of the Board, Shawn Iadonato, Ph.D., the Company's President, Craig W. Philips, the Company's Chief Financial Officer, Keith A. Baker, and the Company's Chief Scientific Officer, Thierry Guillaudeux, Ph.D., received option awards to purchase 225,000, 225,000, 225,000 and 225,000 shares of the Company's common stock, respectively. The awards are subject to three-part vesting: (i) 25% of the shares will vest upon award; (ii) 50% of shares will vest in the event of a Transaction or a Qualified Transaction, as such terms are defined in the Policy; and (iii) 25% of the shares will vest and become exercisable over the 36-month period following the award on the one-month anniversary of the vesting commencement date, subject to the optionee's continued service through each vesting date.

Cash Retention Plan

On April 11, 2024, the Compensation Committee approved and on April 14, 2024, the Board approved and adopted the Cash Retention Plan (the "Plan") to further align management's interest with that of investors and to ensure retention of key employees, including certain of the Company's named executive officers. Under the Plan, the following one-time bonuses will be paid within 30 days of the funding of a Qualified Transaction (as defined in the Plan): $83,333 to the Company's President, Craig W. Philips, $72,917 to the Company's Chief Financial Officer, Keith A. Baker, and $72,917 to the Company's Chief Scientific Officer, Thierry Guillaudeux, Ph.D.