Korsana Biosciences (KRSA) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 16, 2025, at 9:00 a.m. ET via live webcast; shareholders of record on April 21, 2025, may vote on six proposals.

• Board recommendations: elect all six nominees, ratify Ernst & Young LLP, approve executive pay, select annual say-on-pay votes, and approve adjournment if needed.

Voting matters and shareholder proposals

• Proposal 1 seeks election of six directors for one-year terms; election requires more votes for than against each nominee.

• Proposal 2 seeks ratification of Ernst & Young LLP for FY2025; if shareholders reject the selection, the Audit Committee will reconsider retention.

• Proposal 3 is an advisory vote on named executive officer compensation; a majority of votes cast is required, and the Board recommends approval.

• Proposal 4 offers one-, two-, or three-year say-on-pay frequency; the Board recommends annual votes and will consider the advisory result.

• Proposal 5 would authorize adjournment, up to 120 days after the original record date, to solicit proxies if director-election or auditor-ratification votes are insufficient.

Board of directors and corporate governance

• Six nominees: Errol B. De Souza, Regina M. Graul, Peter M. Hecht, Michael F. Higgins, Steven E. Hyman, and Dina Katabi.

• Four directors—De Souza, Higgins, Hyman, and Katabi—were determined independent under Nasdaq standards; De Souza is independent Board Chair.

• Board met six times and acted by written consent three times in 2024; all directors attended the 2024 annual meeting, and each attended at least 75% of applicable meetings.

• Governance guidelines limit directors to four public-company boards, or two for public-company CEOs; the Board has six members, including two women and one Asian director.

• Policies include a Code of Business Conduct and Ethics, insider-trading restrictions on hedging, and a clawback policy applying to executive officers.