Mustang Bio (MBIO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 26, 2024, to be held virtually, with voting on director elections and auditor ratification.

• Stockholders of record as of December 4, 2024, are eligible to vote; multiple voting methods are available, including online, phone, and mail.

• Board recommends voting for all seven director nominees and for the ratification of KPMG LLP as independent auditor.

Voting matters and shareholder proposals

• Proposals include election of seven directors for a one-year term and ratification of KPMG LLP as independent auditor for 2024.

• Only the auditor ratification is considered a “routine” matter for broker discretionary voting.

• Shareholder proposals for the 2025 meeting must be received by August 8, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, with three independent directors as per Nasdaq rules.

• Board diversity matrix: all male, one Asian, six White; no formal diversity policy but diversity considered in nominations.

• Controlled company status due to Fortress Biotech, Inc. owning over 50% voting power; certain Nasdaq governance exemptions apply.

• Compensation Committee and Audit Committee are composed entirely of independent directors.

• No nominating committee; board handles nominations, considering skills, experience, and integrity.

• Code of Ethics applies to all directors and employees; policy prohibits hedging and speculative trading.