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 the external 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 recent significant business combination and leadership changes.

Voting matters and shareholder proposals

• Proposals: (1) Elect Christopher Cain, Ph.D. and Tom Frohlich as Class II directors until 2029; (2) Ratify PricewaterhouseCoopers LLP as auditor for 2026; (3) Approve amendment to waive jury trials for internal actions.

• Board recommends voting FOR all proposals.

• Shareholders of record as of April 17, 2026, are entitled to vote; each share equals one vote.

Board of directors and corporate governance

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

• 83% of directors attended at least 75% of meetings; all committees are fully independent.

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

• Committees: Audit (Erin Lavelle, Chair), Compensation (Tomas Kiselak, Chair), Nominating & Corporate Governance (Lawrence Klein, Chair).

• Director qualifications emphasize leadership, industry expertise, diversity, and governance experience.