Kyverna Therapeutics, Inc. 8-K

What Happened

• Kyverna Therapeutics (KYTX) filed an 8-K on February 24, 2026 announcing that the board appointed Andrew Miller, Ph.D. (Class III) and Sravan Emany (Class I) as directors effective February 24, 2026, and that director Daniel Spiegelman resigned effective February 24, 2026. The company also filed a press release announcing the appointments.
• Dr. Miller was added to the Science & Technology Committee and the Audit Committee. Mr. Emany was named Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee. Spiegelman’s resignation was not due to any disagreement with the company’s operations, policies or practices.

Key Details

• Appointment dates: February 24, 2026 (appointments effective immediately); Spiegelman’s resignation effective February 24, 2026.
• Cash compensation (pro-rated): each non-employee director receives $40,000/year for Board service; additional committee fees — Miller: $10,000 (Audit) + $7,500 (Science & Tech); Emany: $20,000 (Audit Chair) + $5,000 (N&CG).
• Equity awards at grant on Feb 24, 2026: each new director to receive an option with an aggregate grant-date value of $262,000 (number of shares = $262,000 ÷ option fair value) vesting 1/36th monthly, plus RSUs with an aggregate grant-date value of $87,500 (shares = $87,500 ÷ grant FMV, rounded down) vesting 1/3 each year; both awards vest in full on a Change in Control.
• Background highlights: Dr. Miller (age 44) founded Karuna Therapeutics, served as President of R&D through its $14 billion acquisition by Bristol Myers Squibb in 2024, and holds a Ph.D. from MIT. Mr. Emany (age 48) has been CFO of Beam Therapeutics since Dec 2024 and previously served as CFO & COO of Ironwood Pharmaceuticals; he holds degrees from Johns Hopkins.

Why It Matters

• Board composition and committee leadership affect corporate oversight, especially on finance and science strategy. Adding experienced biotech executives (Miller) and finance leaders (Emany) could strengthen Kyverna’s R&D oversight and financial governance.
• The disclosed compensation and equity grants show the company’s standard non-employee director pay and potential dilution from equity awards; full vesting on a Change in Control is notable for alignment in the event of a sale or merger.
• Spiegelman’s departure is described as non-controversial; investors should note the immediate replacement of his seat and the updated committee assignments filed by the company.