Faeth Therapeutics adds co‑founder to board

Faeth Therapeutics adds co‑founder Karen Vousden, Ph.D. to its expanded six‑member board and grants her stock options under its 2026 Equity Incentive Plan.

Rhea-AI Filing Summary

Faeth Therapeutics, Inc. (FTH) reports that its Board of Directors increased in size from five to six members and appointed co‑founder and cancer biologist Karen Vousden, Ph.D. as a Class II director, effective September 11, 2026. Her term runs until the 2029 annual meeting of stockholders, and she was also named to the Board’s Compensation Committee. In connection with her appointment, Dr. Vousden will receive standard non‑employee director cash compensation and an initial equity award under the 2026 Equity Incentive Plan consisting of an option to purchase 25,000 shares of common stock at the closing market price on the grant date, vesting in equal monthly installments over three years and fully vesting upon a Change in Control, subject to continued service.

Filing Explained

In addition to the appointment and equity award already disclosed, the company states that Karen Vousden will enter its standard indemnification agreement for directors; the filing identifies the agreement’s prior S-1 exhibit but does not provide its terms here.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size after change: 6 directors Option grant size: 25,000 shares Vesting period: 3 years +2 more

5 metrics

Board size after change 6 directors Board increased from five to six members on September 11, 2026

Option grant size 25,000 shares Initial stock option granted to Karen Vousden under the 2026 Equity Incentive Plan

Vesting period 3 years Options vest in equal monthly installments through the third anniversary of the grant date

Director age 68 years Age of Karen Vousden at the time of appointment

Director term end 2029 annual meeting Karen Vousden will serve as a Class II director until the 2029 annual meeting of stockholders

Key Terms

Class II director, 2026 Equity Incentive Plan, Change in Control, non-employee director cash and equity compensation program, +1 more

5 terms

Class II director regulatory

"appointed Karen Vousden, Ph.D. to serve as a Class II director"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

2026 Equity Incentive Plan financial

"option to purchase 25,000 shares of Common Stock under the Company’s 2026 Equity Incentive Plan"

Change in Control financial

"will vest in full upon a Change in Control, subject to the Eligible Director’s Continuous Service"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

non-employee director cash and equity compensation program financial

"in accordance with the Company’s non-employee director cash and equity compensation program"

indemnification agreement regulatory

"will enter into the Company’s standard form of indemnification agreement for its executive officers and directors"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Faeth Therapeutics (FTH) announce on September 11, 2026?

Faeth Therapeutics disclosed that its Board of Directors increased from five to six members and appointed Karen Vousden, Ph.D. as a Class II director, effective immediately, with a term running until the company’s 2029 annual meeting of stockholders.

Who is Karen Vousden, the new director at Faeth Therapeutics (FTH)?

Karen Vousden, Ph.D. (age 68), is a cancer biologist recognized for work on the p53 tumor suppressor protein, a co‑founder of Faeth, and Principal Group Leader at The Francis Crick Institute. She has served on the Bristol Myers Squibb board since 2018.

What equity compensation did Faeth Therapeutics (FTH) grant to Karen Vousden as a director?

In connection with her appointment, Karen Vousden received an initial equity award of an option to purchase 25,000 shares of Faeth common stock under the 2026 Equity Incentive Plan, with an exercise price equal to the closing price on the grant date.

How do Karen Vousden’s stock options at Faeth Therapeutics (FTH) vest?

Karen Vousden’s option to purchase 25,000 shares vests in equal monthly installments over three years, subject to her continued service, and will vest in full upon a Change in Control, subject to her Continuous Service through that date.

Does Faeth Therapeutics (FTH) report any related‑party transactions with Karen Vousden?

Faeth Therapeutics states that Karen Vousden is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S‑K, and that there are no family relationships between her and the company’s executive officers or directors.

What committee role will Karen Vousden have on Faeth Therapeutics’ (FTH) board?

Effective September 11, 2026, Karen Vousden was appointed as a member of the Compensation Committee of the Board of Directors, in addition to serving as a Class II director of Faeth Therapeutics.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:16 PM Accepted by SEC EDGAR 09/17/2026 - 04:15 PM Learn about SEC filing dates

false 0001829802 0001829802 2026-09-11 2026-09-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2026

Faeth Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39980		83-1863385
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

701 Tillery Street, #12, #1010 Austin, TX		78702
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 200-2982

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock		FTH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On September 11, 2026, the Board of Directors (the “Board”) of Faeth Therapeutics, Inc. (the “Company”) increased the size of the Board from five to six directors and appointed Karen Vousden, Ph.D. to serve as a Class II director, effective immediately. Dr. Vousden will hold office until the Company’s 2029 annual meeting of stockholders and until her successor is duly elected and qualified, or her earlier death, resignation or removal. Dr. Vousden was also appointed to serve as a member of the Compensation Committee of the Board, effective immediately.

Dr. Vousden (Age 68) is a cancer biologist who has been recognized for her work on the regulation and function of the p53 tumor suppressor protein. She co-founded Faeth in April 2019. Dr. Vousden has served as Principal Group Leader of The Francis Crick Institute since February 2017. From 2016 to 2022, she served as the Chief Scientist of Cancer Research UK and was director of the Beatson Institute of Cancer Research from 2002 to 2016. Dr. Vousden has served on the board of directors of Bristol Myers Squibb Company, a publicly traded biopharmaceutical company, since 2018, where she is a member of the Science and Technology Committee and the Compensation and Management Development Committee. Dr. Vousden has been elected as a Fellow of the Royal Society, the Royal Society of Edinburgh, the Academy of Medical Sciences, EMBO, the European Academy of Sciences, the American Association of Cancer Research and the American Academy of Arts and Sciences, and as a Foreign Associate of the U.S. National Academy of Sciences. Dr. Vousden received her Ph.D. in genetics from Queen Mary College at the University of London. The Board believes that Dr. Vousden’s extensive experience in cancer biology research, leadership roles at prominent scientific institutions, co-founding of the Company and prior service on a public company board of directors qualify her to serve on our Board.

In connection with her appointment as director, Dr. Vousden will receive a cash retainer and an initial grant of equity award in accordance with the Company’s non-employee director cash and equity compensation program (the “Director Compensation Policy”). Such initial grant of equity award consists of an option to purchase 25,000 shares of Common Stock under the Company’s 2026 Equity Incentive Plan (the “2026 Equity Plan”), with an exercise price per share equal to the closing price of common stock on the date of grant. These options will vest and become exercisable in equal monthly installments through the third anniversary of the date of grant, subject to Dr. Vousden’s continued service to the Company through each applicable vesting date, and will vest in full upon a Change in Control, subject to the Eligible Director’s Continuous Service through such date, as defined in the Director Compensation Policy.

There are no family relationships between Dr. Vousden and any of the executive officers or directors of the Company. There are no arrangements or understandings between Dr. Vousden and any other person pursuant to which either was appointed as a director of the Company. Dr. Vousden is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with her appointment as director, Dr. Vousden will enter into the Company’s standard form of indemnification agreement for its executive officers and directors, a copy which was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-252138) filed with the SEC on January 15, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Faeth Therapeutics, Inc.
Date: September 17, 2026						/s/ Christopher W. Gerry
						Christopher W. Gerry
						General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB