Gossamer Bio (GOSS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 25, 2025, to be held virtually, with registration required by June 24, 2025.

• Four key proposals: election of three Class I directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and approval of amended 2019 Incentive Award Plan.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

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

• Approval of amendment and restatement of the 2019 Incentive Award Plan, including an increase of 11,350,000 shares and extension of the plan term to 2035.

• Shareholder proposals for the 2026 meeting must be received by December 30, 2025.

Board of directors and corporate governance

• Board consists of seven members, with a majority deemed independent under Nasdaq rules.

• Board leadership includes a combined Chairman/CEO and a lead independent director.

• Three standing committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Annual review of board composition and director qualifications, with a focus on diversity and relevant expertise.

• Non-employee director compensation program updated in February 2025 to increase committee retainers.