Neurogene (NGNE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with voting on director elections, executive compensation, auditor ratification, and the frequency of future say-on-pay votes.

• Proxy materials are delivered primarily via the Internet to reduce costs and environmental impact.

• Only stockholders of record as of April 7, 2026, are entitled to vote.

• The Board recommends voting in favor of all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, approving executive compensation, ratifying Deloitte & Touche LLP as auditor, and determining the frequency of future say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR auditor ratification, and for ONE YEAR frequency on say-on-pay.

• Stockholders can submit proposals for the 2027 meeting by December 18, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of six members divided into three classes with staggered three-year terms.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Majority of directors are independent per Nasdaq rules; CEO is not independent.

• Corporate governance guidelines and a Code of Business Conduct and Ethics are in place.

• Board leadership combines CEO and Chair roles, with a Lead Independent Director to enhance oversight.