Foghorn Therapeutics (FHTX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 24, 2026, with voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Stockholders of record as of April 27, 2026, are eligible to vote, with 58,713,922 shares outstanding.

• Proxy materials and the 2025 Annual Report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors for three-year terms, ratifying Deloitte & Touche LLP as auditor, approving executive compensation on an advisory basis, and setting the frequency of future say-on-pay votes (recommended as annual).

• The Board recommends voting for all proposals and for a one-year frequency on say-on-pay.

• Majority voting standard applies for director elections; advisory votes on compensation and frequency are non-binding.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; Class III nominees are Douglas Cole, Balkrishan (Simba) Gill, and B. Lynne Parshall.

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

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Board and committee meetings had high attendance, and non-employee directors met in executive session at each regular meeting.

• Revised director compensation policy increased cash and equity awards for non-employee directors in 2025.