Alaunos Therapeutics (TCRT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 3, 2025, to address seven key proposals, including director elections, auditor ratification, executive compensation, a reverse stock split, an increase in authorized shares, an equity plan amendment, and potential adjournment.

• Only stockholders of record as of May 5, 2025, are eligible to vote, with 1,639,521 shares outstanding.

• The Board unanimously recommends voting in favor of all proposals.

• Forward-looking statements highlight risks and uncertainties, especially regarding compliance with Nasdaq listing standards and future capital needs.

Voting matters and shareholder proposals

• Proposal 1: Elect four directors to serve until the 2026 annual meeting.

• Proposal 2: Ratify Cherry Bekaert LLP as the independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approve a reverse stock split at a ratio of 1-for-5 to 1-for-20, at Board discretion, to maintain Nasdaq compliance.

• Proposal 5: Approve an increase in authorized common stock from 5,000,000 to 50,000,000 shares.

• Proposal 6: Amend the 2020 Equity Incentive Plan to increase shares available for issuance from 130,745 to 1,130,745.

• Proposal 7: Approve adjournment of the meeting if more time is needed to solicit votes.

• Stockholder proposals for the 2026 meeting must be submitted by January 19, 2026.

Board of directors and corporate governance

• The Board consists of four directors, with three deemed independent under Nasdaq rules.

• Board committees include audit, compensation, and corporate governance/nominating, all with independent members.

• The Board chair is separate from the CEO role to reinforce independence.

• The Board met 19 times in 2024, with high attendance.

• Corporate governance guidelines emphasize diversity, independence, and regular evaluation.