Phathom Pharmaceuticals (PHAT) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, will be held virtually to enhance accessibility and participation for shareholders.

• Shareholders will vote on the election of three Class I directors, ratification of the independent auditor, and a non-binding advisory vote on executive compensation.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with printed copies available upon request.

• Only shareholders of record as of March 23, 2026, are entitled to vote; 79,430,117 shares of common stock are outstanding.

Voting matters and shareholder proposals

• Three Class I directors are nominated for election to serve until the 2029 annual meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) is included.

• Board recommends voting “For” all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 8, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent under Nasdaq rules.

• Board is divided into three classes with staggered three-year terms.

• Leadership structure separates CEO and Chair roles; current Chair is Michael F. Cola.

• Board committees include audit, compensation, and nominating/corporate governance, each with independent members and written charters.

• Director qualifications emphasize diversity, integrity, and relevant industry experience.

• Annual review of board leadership structure and director compensation practices.