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





(f)

On January 25, 2022, the board of directors (or a duly authorized committee
thereof) of Pardes Biosciences, Inc. (the "Company") approved payments under its
non-equity incentive plan to its 2021 named executive officers as set forth in
the summary compensation table below. Such information was not included in the
Summary Compensation Table included in the Company's Registration Statement on
Form S-1 (File No. 333-262279) (the "Registration Statement") because the amount
of the payments had not been determined at the time of filing the Registration
Statement. The Company is filing this report to disclose the amounts payable to
its 2021 named executive officers.



Summary Compensation Table



The Company's named executive officers are Uri A. Lopatin, M.D., its Chief
Executive Officer, Heidi Henson, its Chief Financial Officer, and Philippe
Tinmouth, its Chief Business and Strategy Officer, each of whom is an executive
officer of the Company. The following updated table presents information
regarding the total compensation awarded to, earned by, and paid to the
Company's named executive officers for services rendered to the Company in all
capacities for 2021 and 2020.

Name and Year Salary Bonus ($) Stock Option Awards ($) Non-Equity All Other Total ($)


   principal             ($)               Award                    Incentive   Compensation
    position                                ($)                        Plan         ($)
                                                                   Compensation
                                                                       ($)

(a) (b) (c) (d) (e) (f) (g) (1) (i) (j) Uri A. Lopatin, 2021 442,500 - -

                 -      225,000            -   667,500

M.D.


Chief Executive  2020 208,333(2)           40(3)                 -            -            -   208,373

Officer

Heid Henson 2021 375,250(4) - - 610,063(5) 158,000 48,800(6) 1,192,113 Chief Financial 2020 - - -

                 -            -    85,002(7)    85,002
Officer

Philippe 2021 37,670(8) - - 2,394,650(9) 


  -   49,667(10) 2,481,987
Tinmouth
Chief Business
and Strategy
Officer




(1) On January 25, 2022, the Board (or a committee thereof) determined that the
Company had achieved its corporate goals for 2021, which consisted of
development, research and finance goals, and assessed the performance of the
Company's named executives who were eligible for 2021 bonuses. Each of Dr.
Lopatin and Ms. Henson earned 100% of their target bonus opportunity as set
forth in their executive offer letters. Mr. Tinmouth was not eligible for a 2021
bonus.

(2) Dr. Lopatin's employment start date was February 29, 2020, and his base salary was pro-rated accordingly.



(3) The amount represents the aggregate grant date fair value of the restricted
stock awards granted to its named executive officer during 2020, calculated in
accordance with FASB ASC Topic 718. Such grant date fair value does not take
into account any estimated forfeitures. The assumptions used in calculating the
grant date fair value of the restricted stock awards reported in this column are
set forth in Note 5 to the Company's financial statements included in the
Registration Statement filed on January 21, 2022. The amount reported reflects
the accounting cost for the restricted stock award and does not correspond to
the actual economic value that may be received by its named executive officer
upon the vesting of the restricted stock award or any sale of the underlying
shares of the Company's common stock.

(4) Ms. Henson's employment start date was January 20, 2021, and her base salary was pro-rated accordingly.



(5) The amount represents the aggregate grant date fair value of stock options
awarded in connection with Ms. Henson's employment during 2021 calculated in
accordance with the provisions of FASB ASC Topic 718. See Note 5 to the
Company's financial statements included in the Registration Statement filed on
January 21, 2022 regarding assumptions underlying the valuation of equity
awards.

(6) The amount represents the aggregate grant date fair value of stock options
awarded during 2021 in lieu of consultant compensation calculated in accordance
with the provisions of FASB ASC Topic 718. See Note 5 to the Company's financial
statements appearing in the Registration Statement filed on January 21, 2022
regarding assumptions underlying the valuation of equity awards.

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(7) Ms. Henson was hired as a consultant from April 2020 through mid-January
2021. This amount consists of consulting fees in cash payments of $85,000 earned
by Ms. Henson in 2020 but paid in 2021. The amount also includes restricted
stock awards granted on July 1, 2020 and October 1, 2020 with the aggregate
grant date fair value of $2 and $0.25, respectively. The aggregate grant date
fair value of the restricted stock awards granted to its named executive officer
during 2020, calculated in accordance with FASB ASC Topic 718. Such grant date
fair value does not take into account any estimated forfeitures. The assumptions
used in calculating the grant date fair value of the restricted stock awards
reported in this column are set forth in Note 5 to the Company's financial
statements included in the Registration Statement filed on January 21, 2022. The
amount reported reflects the accounting cost for the restricted stock award and
does not correspond to the actual economic value that may be received by its
named executive officer upon the vesting of the restricted stock award or any
sale of the underlying shares of the Company's common stock.

(8) Mr. Tinmouth's employment start date was November 22, 2021, and his base salary was pro-rated accordingly.



(9) The amount represents the aggregate grant date fair value of stock options
awarded during 2021, calculated in accordance with the provisions of FASB ASC
Topic 718. The weighted-average assumptions used in the Black-Scholes option
pricing model to determine the fair value of the stock options was assumed
risk-free interest rate of 1.5%, assumed volatility of 79.3%, expected option
life of 6.3 years and expected dividend yield of 0%.

(10) Mr. Tinmouth was hired as a consultant from June 2021 through mid-November 2021. This amount represents consulting fees earned by Mr. Tinmouth in 2021.





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