Enliven Therapeutics, Inc. 8-K

What Happened

• Enliven Therapeutics (ELVN) filed an 8-K reporting that on January 6, 2026 its board appointed Scott Garland as a Class I director (term through the 2027 annual meeting) and as Chair of the Nominating & Corporate Governance Committee, effective January 7, 2026. Andrew Phillips, Ph.D., resigned from the Board and its Audit and Nominating Committees effective January 7, 2026; his resignation was not due to any disagreement with the company.

Key Details

• Mr. Garland served as a consultant to Enliven from January 2024 until his board appointment; under that consulting agreement he was paid $314,650 and vested options to purchase 26,580 shares of common stock.
• As an outside director, Garland will receive annual cash compensation of $40,000 plus $10,000 per year for serving as Nominating Committee Chair.
• Garland received a new option grant with a grant-date fair value of approximately $650,000; options vest 1/36th each month (subject to continued service) and will vest in full upon a Change in Control per the company policy.
• The company entered into its standard indemnification agreement with Garland and disclosed no other reportable transactions or arrangements related to his selection.

Why It Matters

• This filing updates investors on a board-level change: a new director with prior consulting ties to the company replaces a departing director. Material facts for investors include past consulting payments, option awards (both previously vested options and a new ~$650k grant), and the vesting acceleration on a Change in Control, which can affect potential dilution and future compensation expense. The filing states the resignation was not due to any disagreement with the company.