Geron (GERN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with shareholders able to vote and submit questions online.

• Four main proposals are up for vote: election of three directors, amendment of the 2018 Equity Incentive Plan, advisory approval of executive compensation, and ratification of Ernst & Young LLP as auditor.

• The board recommends voting in favor of all proposals.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class III directors for terms expiring in 2029.

• Proposal 2: Approve amendment to the 2018 Equity Incentive Plan, increasing shares available by 4,500,000 and incentive stock option limit by 9,000,000.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Ratify Ernst & Young LLP as independent auditor for 2026.

• No other shareholder proposals were received for this meeting.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; CEO is the only non-independent director.

• Board is classified into three staggered classes; directors serve three-year terms.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board leadership is separated between Chair and CEO roles.

• Board diversity includes four women and five men as of March 2026.