CytoDyn (CYDY) Proxy filing summary

Executive summary

• Robert E. Hoffman was appointed CEO effective October 20, 2026, succeeding Jacob Lalezari, who will lead Research and Translational Sciences and focus on new leronlimab opportunities in solid-tumor oncology.

• Development priorities include advancing the oncology pipeline, pursuing regulatory milestones and exploring partnerships; management described calendar 2027 as a period for clinical results and regulatory progress.

• Preliminary CLOVER results: 28 patients had evaluable ctDNA data, with a median 86% decrease at week 2; 38 of 51 patients with week-8 scans had tumor shrinkage or stable disease.

• CLOVER reported no serious adverse events related to leronlimab; 96 of 96 screened patients with evaluable samples tested CCR5-positive, and three patients were referred for curative-intent surgery.

• Planned milestones include additional CLOVER data at ESMO in October 2026 and ASCO GI in January 2027, an mTNBC dose-escalation study in 4Q 2026, and additional CRC studies in 1H 2027.

Board of directors and corporate governance

• After discussions involving the Nominating and Corporate Governance Committee and Lalezari, the Board appointed Hoffman CEO; Lalezari confirmed his CEO resignation and accepted a non-executive role effective October 20, 2026.

• Hoffman will continue as principal accounting officer; he joined as CFO in May 2025 and has held executive and board roles at biotechnology and life-sciences firms.

Executive compensation and say-on-pay

• For FY ending May 31, 2027, Hoffman’s annual base salary rises to $525,000 and his bonus target increases from 40% to 50%, effective October 20, 2026.

• Hoffman received options for 2.5 million shares, priced at the higher closing price on October 16 or October 20, 2026; options expire October 16, 2036, vest 25% on October 16, 2027, then monthly through October 16, 2030.

• Lalezari entered a replacement employment agreement for his new role, with no compensation changes in connection with the agreement.