Jade Biosciences (JBIO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, to be held virtually; record date is April 17, 2026.

• Key proposals include election of two Class II directors, ratification of PwC as auditor, and approval of an amendment to waive jury trials in certain circumstances.

• Company is a clinical-stage biopharmaceutical firm focused on novel biologic therapies for autoimmune diseases, with a recent merger and leadership transition.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of Christopher Cain, Ph.D. and Tom Frohlich as Class II directors; (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2026; (3) amendment to Articles of Incorporation to waive jury trials for internal actions.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 29, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of six members, with staggered three-year terms across three classes.

• Majority of directors are independent; all committees (audit, compensation, nominating/governance) are fully independent.

• Board leadership is separated between Chair (Eric Dobmeier) and CEO (Tom Frohlich).

• Board diversity and director qualifications emphasize leadership, industry expertise, and varied backgrounds.

• Code of Business Conduct and Ethics and insider trading policy in place, including prohibitions on pledging and hedging.