PAVmed (PAVM) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 24, 2026, to be held virtually, with record date set as April 27, 2026.

• Three main proposals: election of two Class A directors, amendments to the Employee Stock Purchase Plan (ESPP), and ratification of the independent auditor.

• Board recommends voting in favor of all proposals.

• Proxy materials are primarily distributed online to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Election of Ronald M. Sparks and Timothy Baxter as Class A directors for three-year terms.

• Amendments to ESPP: increase available shares by 200,000 (to 215,774) and raise annual evergreen limit to 500,000 shares.

• Ratification of CBIZ CPAs as independent auditor for fiscal year ending December 31, 2026.

• Board recommends voting FOR all proposals.

• No appraisal or dissenters' rights for any proposal.

Board of directors and corporate governance

• Board divided into three classes; majority are independent directors.

• Board committees: audit, compensation, and nominating/corporate governance, all comprised of independent directors.

• Lead independent director role held by Ronald M. Sparks; independent directors meet in executive session.

• Board met five times in 2025; all directors attended at least 75% of meetings.

• Board oversees risk management, with committees responsible for specific risk areas.