Dyadic International (DYAI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 20, 2025, with shareholders able to participate and vote online or by phone or mail.

• Shareholders will vote on electing one Class III director, ratifying the appointment of Crowe LLP as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes.

• The Board recommends voting for all proposals and for an annual frequency on the say-on-pay advisory vote.

• The Board will be reduced from six to four members following the retirement of two directors at the meeting.

• Proxy materials are distributed primarily via the internet to expedite delivery and reduce costs.

Voting matters and shareholder proposals

• Proposals include electing one Class III director, ratifying Crowe LLP as auditor, advisory approval of executive compensation, and advisory vote on frequency of say-on-pay.

• Shareholders may submit proposals for the 2026 Annual Meeting by December 30, 2025, following SEC and bylaw requirements.

• The Board recommends voting for all proposals and for an annual say-on-pay vote.

Board of directors and corporate governance

• The Board will be reduced to four members after the meeting, with a classified structure and staggered three-year terms.

• Roles of Chairman and CEO are separated to enhance independent oversight.

• All directors attended at least 75% of Board and committee meetings in 2024.

• Committees include Audit, Compensation, Nominating, and Science and Technology, each with defined charters and responsibilities.

• Independence of directors is assessed per Nasdaq rules; committee members meet independence requirements.