Aclaris Therapeutics (ACRS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on electing two directors, an advisory say-on-pay for executive compensation, and ratification of the external auditor.

• Proxy materials are provided online to reduce environmental impact and costs.

• Record date for voting is April 14, 2026, with 139,663,680 shares outstanding.

Voting matters and shareholder proposals

• Proposals include: election of two directors (Anand Mehra, M.D. and Maxine Gowen, Ph.D.), advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• Shareholders may submit proposals for the 2027 meeting by December 24, 2026, and director nominations between February 4 and March 6, 2027.

• Voting can be done online, by phone, or by mail; beneficial owners must provide instructions to their brokers.

• Broker non-votes apply to non-routine matters (director election and say-on-pay), but not to auditor ratification.

Board of directors and corporate governance

• Board consists of eight members, divided into three classes with staggered three-year terms.

• Six of eight directors are independent per Nasdaq standards; CEO and President/COO are not independent.

• Board leadership combines CEO and Chair roles, with a Lead Independent Director to reinforce board independence.

• Board met five times in 2025; all members attended at least 75% of meetings.

• Committees: Audit (3 members), Compensation (2 members), Nominating and Corporate Governance (2 members), all independent.

• Corporate governance guidelines and code of ethics are in place and available online.

• Insider trading policy prohibits hedging, pledging, and speculative transactions.