Cartesian Therapeutics (RNAC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 13, 2025, with shareholders able to vote online or by proxy.

• Key proposals include electing three Class III directors, an advisory vote on executive compensation, and ratifying Ernst & Young LLP as auditor.

• Shareholders of record as of April 14, 2025, are entitled to vote; 25,937,101 shares are outstanding.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Timothy C. Barabe, Carsten Brunn, and Nishan de Silva as Class III Directors until 2028.

• Proposal 2: Advisory approval of named executive officer compensation.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for 2025.

• No other business is expected, but proxies may vote on unforeseen matters at their discretion.

• Shareholder proposals for the 2026 meeting must be submitted between February 13 and March 15, 2026.

Board of directors and corporate governance

• The Board consists of nine members divided into three staggered classes, with annual elections for expiring terms.

• Most directors are independent per Nasdaq standards, except the CEO and one affiliated director.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Board diversity is emphasized, with one female and two minority directors; annual self-evaluations are conducted.

• Directors attended at least 75% of meetings in 2024; all attended the 2024 annual meeting.