Mustang Bio (MBIO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 22, 2025, to be held virtually, with voting on key corporate matters and director elections.

• Proposals include electing seven directors, ratifying KPMG LLP as auditor, amending the 2019 Employee Stock Purchase Plan, and amending the 2016 Incentive Plan.

• Only stockholders of record as of November 18, 2025, are entitled to vote; voting can be done online, by phone, mail, or during the virtual meeting.

• A 1-for-50 reverse stock split was effected on January 15, 2025, with all share information retroactively adjusted.

Voting matters and shareholder proposals

• Election of seven directors for a one-year term.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Amendment to the 2019 Employee Stock Purchase Plan to increase shares issuable by 250,000 and raise the purchase right limit to 10,000 shares.

• Amendment to the 2016 Incentive Plan to increase shares issuable by 2,500,000.

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Board consists of seven members, with nominees including Manuel Litchman, Michael S. Weiss, Adam J. Chill, Neil Herskowitz, David Jin, Lindsay A. Rosenwald, and Michael J. Zelefsky.

• Three directors are independent under Nasdaq rules; the company qualifies as a "controlled company" due to Fortress Biotech's majority ownership.

• Board committees include Audit and Compensation, both composed entirely of independent directors.

• Board held 21 meetings in 2024, with all directors attending at least 75% of meetings.

• Code of Business Conduct and Ethics and Insider Trading Policy are in place.