Bicara Therapeutics (BCAX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with shareholders able to vote online or by proxy.

• Shareholders of record as of April 15, 2026, are entitled to vote on the election of two Class II directors and the ratification of KPMG LLP as the independent auditor for 2026.

• The company uses internet-based proxy materials to reduce costs and environmental impact.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Christopher Bowden, M.D. and Carolyn Ng, Ph.D.) for three-year terms expiring in 2029.

• Proposal 2: Ratify KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholders may submit proposals for the 2027 annual meeting by December 28, 2026, or nominate directors with advance notice.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; after the meeting, the board will have nine members.

• Majority of directors are independent per Nasdaq and SEC rules; only the CEO and President/COO are not independent.

• Committees include audit, compensation, and nominating/governance, each with defined charters and independent members.

• Board and committees met regularly in 2025, with high attendance.

• Policies prohibit hedging, pledging, and certain derivative transactions by insiders.

• The chairperson and CEO roles are separated for governance purposes.