Celularity (CELU) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 19, 2025, to elect three Class I directors, ratify the appointment of EisnerAmper LLP as auditor, and amend the 2021 Equity Incentive Plan to add 3,500,000 shares.

• Only stockholders of record as of October 30, 2025, are entitled to vote; voting can be done by mail, phone, internet, or in person.

• The board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Proposal 1: Elect Peter Diamandis, Diane Parks, and Geoffrey Ling as Class I directors for terms expiring in 2028.

• Proposal 2: Ratify EisnerAmper LLP as independent auditor for fiscal year 2025.

• Proposal 3: Amend the 2021 Equity Incentive Plan to increase reserved shares by 3,500,000.

• Shareholder proposals for the 2026 meeting must be submitted by July 10, 2026.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current board has six members.

• All directors except the CEO are considered independent under Nasdaq and SEC rules.

• The board has audit, compensation, and nominating/governance committees, each with independent members and formal charters.

• The board chair and CEO roles are combined for unified leadership.

• A scientific advisory board provides input on R&D programs.