rnac-20250428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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CARTESIAN THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CARTESIAN THERAPEUTICS, INC.

7495 New Horizon Way

Frederick, Maryland 21703

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Cartesian Therapeutics, Inc. (the “Company”) to be held on Friday, June 13, 2025 at 10:00 a.m., Eastern Time. We are very pleased that our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RNAC2025. You will also be able to vote your shares electronically at the Annual Meeting.

The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting of Stockholders and Proxy Statement. Please see the section called “Who Can Attend the 2025 Annual Meeting?” on page 4 of the Proxy Statement for more information.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the virtual Annual Meeting, you will be able to vote your shares electronically, even if you have previously submitted your proxy.

On behalf of the Board of Directors, thank you for your continued support and investment in Cartesian Therapeutics, Inc.

This proxy statement is dated April 28, 2025 and is first being mailed to stockholders on or about April 28, 2025.


						Sincerely,

						/s/ Carsten Brunn, Ph.D.
						Carsten Brunn, Ph.D.
						President and Chief Executive Officer, Director

Table of Contents


			Page
Notice of 2025 Annual Meeting of Stockholders			1
Proxy Statement			2
Questions and Answers About the 202 5 Annual Meeting of Stockholders			4
Proposal No. 1 Election of Directors			7
Proposal No. 2 Non-Binding, Advisory Approval of Compensation of Named Executive Officers			11

Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm			12
Report of the Audit Committee of the Board			13
Independent Registered Public Accounting Firm Fees and Other Matters			14
Executive Officers			15
Corporate Governance			17
Compensation Discussion and Analysis			24
Executive and Director Compensation			40
Security Ownership of Certain Beneficial Owners and Management			50

Certain Relationships			54
Stockholders’ Proposals			55
Other Matters			55
Solicitation of Proxies			55
Cartesian Therapeutics, Inc.’s Annual Report on Form 10-K			56


			By order of the Board of Directors,

			/s/ Carsten Brunn, Ph.D.
			Carsten Brunn, Ph.D.
			President and Chief Executive Officer, Director

			Frederick, Maryland
			April 28, 2025


Proposal	Votes required	Effect of Votes Withheld/Abstentions and Broker Non-Votes
Proposal 1: Election of Directors	The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors.	Votes withheld and broker non-votes will have no effect.

Proposal 2: Approval of Compensation of Named Executive Officers	The affirmative vote of the holders of a majority in voting power of the votes cast.	Abstentions and broker non-votes will have no effect.

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	The affirmative vote of the holders of a majority in voting power of the votes cast.	Abstentions and broker non-votes will have no effect.


			THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF CARTESIAN THERAPEUTICS, INC.
			Timothy C. Barabe, M.B.A. (Chair)
			Carrie S. Cox
			Nishan de Silva, M.D., M.B.A.
			Patrick Zenner, M.B.A.


Fee Category	2024		2023
Audit Fees(1)	$	750,000	$	2,185,000
Audit-Related Fees(2)	173,000		137,500
Tax Fees(3)	66,195		28,325
All Other Fees(4)	—		3,600
Total Fees	$	989,195	$	2,354,425


Named Executive Officer	2024 Base Salary Increase from 2023	2024 Annual Bonus as a Percentage of Target Bonus	2024 Annual Time-Based Stock Options (# of shares)	2024 Annual Time-Based RSU Awards (# of shares)
Carsten Brunn, Ph.D.	3.0%	55%	199,033	155,136
Blaine Davis	5.0%	40%	103,666	80,800
Metin Kurtoglu, M.D., Ph.D. (1)	9.3%	40%	65,499	51,033
Christopher Jewell, Ph.D. (2)	40.0%	40%	33,265	25,940


Named Executive Officer	Title	Total Pay (2024)	Percentage of Pay (Fixed)	Percentage of Pay (Variable)
Carsten Brunn, Ph.D.	President and Chief Executive Officer	$7,314,211	8.8%	91.2%
Blaine Davis	Chief Financial Officer	$3,971,412	11.6%	88.4%
Metin Kurtoglu, M.D., Ph.D.(1)	Chief Technology Officer	$2,713,064	15.9%	84.1%
Christopher Jewell, Ph.D.(2)	Chief Scientific Officer	$1,687,754	24.4%	75.6%


Named Executive Officer	Company Stock Options Subject to Accelerated Vesting	RSUs Subject to Accelerated Vesting	Company Stock Options Canceled	RSUs Canceled	Cash Received for Canceled Company Stock Options	Cash Received for Canceled RSUs
Carsten Brunn, Ph.D.	2,154,651	521,125	5,569,100	521,125	$1,309,750	$1,073,518
Blaine Davis	1,250,000	—	1,250,000	—	$987,500	—
Metin Kurtoglu, M.D., Ph.D.	—	—	—	—	—	—
Christopher Jewell, Ph.D.	—	—	—	—	—	—


Named Executive Officer	Number of Securities Underlying Unexercised Options Exercisable(1)	Number of Securities Underlying Unexercised Options Not Yet Exercisable(1)	Option Exercise Price	Option Expiration Date
Metin Kurtoglu, M.D., Ph.D.	213,820	—	$1.41	11/6/2026
	14,254	—	$3.23	4/25/2031
	3,563	10,691	$3.23	2/29/2032
Christopher Jewell, Ph.D.	84,638	57,909	$3.23	1/15/2033


ü			Compensation Committee Independence – Our Board maintains a Compensation Committee comprised solely of independent directors who have established effective means for communicating with our stockholders regarding their executive compensation ideas and concerns.
ü			Compensation Committee Advisor Independence – The Compensation Committee engages and retains its own advisors. In 2024, the Compensation Committee re-engaged Compensia as compensation consultant to assist with its responsibilities. Compensia performs no consulting or other services for the Company.
ü			Annual Compensation Review – The Compensation Committee conducts an annual review of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes.
ü			Compensation-Related Risk Assessment – We conduct an annual evaluation of our compensation programs, policies, and practices to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on our Company.
ü			Emphasize Long-Term Equity Compensation – The Compensation Committee uses equity awards to deliver long-term incentive compensation opportunities to our executive officers, including our Named Executive Officers. These equity awards vest or may be earned over multi-year periods, which we believe better serves our long-term value creation goals and retention objectives.
ü			Limited Executive Perquisites – We provide only modest amounts of perquisites or other personal benefits that serve a sound business purpose to the Named Executive Officers. In addition, the Named Executive Officers participate in our health and welfare benefit programs on the same terms as all of our employees.
ü			“Double-Trigger” Change in Control Arrangements – The post-employment compensation arrangements for our executive officers, including our Named Executive Officers, are based on a “double-trigger” arrangement that provides for the receipt of payments and benefits only in the event of (i) a change in control of the Company and (ii) a qualifying termination of employment.
ü			Executive Clawback Policy – Effective as of October 2, 2023, we instituted a new executive clawback policy, compliant with new SEC rules, which allows the Board to recover any incentive awards from any executive officer in the event the Company is required to file a restatement of its financial reporting as a result of that executive officer’s fraud or misconduct.
ü			Reasonable Change-in-Control Arrangements – We believe the post-employment compensation arrangements for our executive officers, including our Named Executive Officers, provide for amounts and multiples that are within reasonable market norms.
ü			Prohibition on Hedging and Pledging – Under our Insider Trading Policy, we prohibit our employees from hedging any Company securities and from pledging any Company securities as collateral for a loan.
ü			Succession Planning – Our Board reviews the risks associated with our key executive positions on an annual basis so that we continue to evaluate an adequate succession strategy.


X			Retirement Programs – Other than our Section 401(k) plan generally available to all employees, we do not offer defined benefit or contribution retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our executive officers, including our Named Executive Officers.
X			No Dividends – We do not pay dividends or dividend equivalents on unvested or unearned RSUs and performance-based RSU awards.
X			No Stock Option Repricing – We do not reprice options to purchase shares of our Common Stock without stockholder approval.


			TIMOTHY C. BARABE, M.B.A.			Age			72


			CARSTEN BRUNN, PH.D.			Age			54


			NISHAN DE SILVA, M.D., M.B.A.			Age			52


			MICHAEL SINGER, M.D., PH.D.			Age			51


Compensation Element	What This Element Rewards	Purpose and Key Features of Element
Base salary	Individual performance, level of experience, expected future performance and contributions.	Provides competitive level of fixed compensation determined by the market value of the position, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position.
Annual cash bonuses	Achievement of pre-established corporate and individual performance objectives (for 2024, focused on the advancement of our pipeline, corporate strategy and business development, manufacturing and Merger integration, culture and engagement, and the Company’s financials, as well as management objectives).	Motivate executive officers to achieve certain corporate objectives and drive the company’s value. Generally, performance levels are established to incentivize our executive officers to achieve or exceed performance objectives. For 2024, payouts for corporate performance objectives were not weighted individually, and the Compensation Committee had discretion to determine payouts based on overall achievement of the corporate goals as a group, taking into account overachievement on certain objectives, if applicable. Payouts for individual performance objectives could range from 0% to an undetermined percentage.
Retention bonuses	Maintain a stable management team and retain key Company talent through short-term market volatility and changes in corporate strategy.	Designed to stabilize the executive leadership team and reduce the possibility of turnover. These non-recurring retention bonuses awarded during the year ended December 31, 2023 were subject to repayment in the event the award recipient resigned other than for “Good Reason” or was earlier terminated by the Board of Directors prior to June 30, 2024.
Long-term incentives/equity awards	Achievement of corporate and individual performance objectives designed to enhance long-term stockholder value and attract, retain, motivate, and reward executive officers over extended periods for achieving important corporate objectives. Time-based vesting requirements promote retention of highly-valued executive officers.	Annual equity awards that vest over four years and provide a variable “at risk” pay opportunity. Because the ultimate value of these equity awards is directly related to the market price of our Common Stock, and the awards are only earned over an extended period of time subject to vesting, they serve to focus management on the creation and maintenance of long-term stockholder value and also provide retentive value to key employees.


Named Executive Officer	2023 Base Salary	2024 Base Salary	Percentage Adjustment
Carsten Brunn, Ph.D.	$624,000	$642,720	3.0%
Blaine Davis	$440,000	$462,000	5.0%
Metin Kurtoglu, M.D., Ph.D. (1)	$402,500	$440,000	9.3%
Christopher Jewell, Ph.D. (2)	$300,000	$420,000	40.0%


Named Executive Officer	Annual Base Salary	Target Bonus Opportunity (as a percentage of base salary)	Target Bonus Opportunity	Actual Bonus Payout
Carsten Brunn, Ph.D.	$642,720	55%	$353,500	$459,545
Blaine Davis	$462,000	40%	$184,800	$240,240
Metin Kurtoglu, M.D., Ph.D. (1)	$440,000	40%	$176,000	$228,800
Christopher Jewell, Ph.D. (2)	$420,000	40%	$168,000	$218,400


Corporate Performance Measure			2024 Target Achievement %
Pipeline Development			130%
Corporate Strategy and Business Development			130%
Finance			130%


Named Executive Officer	Target Annual Cash Bonus Opportunity	Amount Related to Corporate Performance Objectives	Actual Annual Cash Bonus Payment	Percentage of Target Annual Cash Bonus Opportunity
Carsten Brunn, Ph.D.	$353,500	$353,500	$459,545	130%
Blaine Davis	$184,800	$184,800	$240,240	130%
Metin Kurtoglu, M.D., Ph.D.(1)	$176,000	$176,000	$228,800	130%
Christopher Jewell, Ph.D.(2)	$168,000	$168,000	$218,400	130%


Named Executive Officer	Stock Options (Number of Shares)	RSU Awards (Number of Shares)
Carsten Brunn, Ph.D.	199,033	155,136
Blaine Davis	103,666	80,800



Metin Kurtoglu, M.D., Ph.D.(1)	65,499	51,033
Christopher Jewell, Ph.D. (2)	33,265	25,940


Name and principal position	Year	Salary ($)(1)	Bonus ($)(2)	Stock awards ($)(3)	Option awards ($)(3)	Non-equity incentive plan compensation ($)(4)	All other compensation ($)(5)	Total ($)
Carsten Brunn, Ph.D.	2024	642,720	—	3,071,706	3,138,074	459,545	2,166	7,314,211
President and Chief Executive Officer	2023	618,228	1,323,000	319,564	1,123,658	343,200	2,384,233	6,111,883
Blaine Davis	2024	462,000	—	1,599,840	1,634,460	240,240	34,872	3,971,412
Chief Financial Officer	2023	440,000	880,000	—	—	176,000	998,759	2,494,759








Metin Kurtoglu, M.D., Ph.D. (6)	2024	431,539	—	1,010,460	1,032,697	228,800	9,568	2,713,064
Chief Technology Officer	2023	50,313	—	—	—	20,930	—	71,243
Christopher Jewell, Ph.D. (7)	2024	411,923	—	513,612	524,476	218,400	19,343	1,687,754
Chief Scientific Officer	2023	37,500	—	—	—	15,600	—	53,100


	Option Awards						Stock Awards
Name	Grant date	Vesting Commencement Date (1)	Number of securities underlying unexercised options (#) exercisable (2)(3)	Number of securities underlying unexercised options (#) unexercisable (2)(3)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (3)(4)	Market value of shares or units of stock that have not vested ($) (5)
Carsten Brunn, Ph.D.	1/2/2024	1/2/2024	—	199,033	19.656	1/1/2034
	1/2/2024	1/2/2024					155,136	2,778,486
Blaine Davis	1/2/2024	1/2/2024	—	103,666	19.656	1/1/2034
	1/2/2024	1/2/2024					80,800	1,447,128
Metin Kurtoglu, M.D., Ph.D. (6)	11/7/2016 (7)	11/7/2016	79,099	—	1.41	11/6/2026
	4/26/2021 (7)	4/26/2021	14,254	—	3.23	4/25/2031
	3/1/2022 (7)	3/1/2022	7,127	7,127	3.23	2/29/2032
	1/2/2024	1/2/2024	—	65,499	19.656	1/1/2034
	1/2/2024	1/2/2024					51,033	914,001
Christopher Jewell, Ph.D. (8)	1/16/2023 (7)	1/16/2023	60,089	16,343	3.23	1/15/2033
	1/2/2024	1/2/2024	—	33,265	19.656	1/1/2034
	1/2/2024	1/2/2024					25,940	464,585


Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)		Average Summary Compensation Table Total for Non-PEO NEOs(1)		Average Compensation Actually Paid to Non-PEO NEOs(2)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3)	Net (Loss) Income (4) ($ thousands)
(a)	(b)		(c)		(d)		(e)		(f)	(g)
2024	$	7,314,211	$	6,543,925	$	2,790,743	$	2,529,608	$

SEC Form DEF 14A filed by Cartesian Therapeutics Inc.