Phio Pharmaceuticals (PHIO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 11, 2025, with voting available online, by phone, or mail.

• Shareholders as of July 18, 2025, are eligible to vote on director elections, auditor ratification, incentive plan amendment, executive compensation, and say-on-pay frequency.

• The Board unanimously recommends voting FOR all director nominees, FOR Proposals 2, 3, and 4, and "3 YEARS" for Proposal 5.

• Proxy materials are delivered electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Six director nominees are up for election, including one new nominee and five incumbents.

• Ratification of Grant Thornton, LLP as the new independent registered public accounting firm for 2025 is proposed.

• Amendment to the 2020 Long Term Incentive Plan to increase shares available for issuance by 950,000 is proposed.

• Advisory votes on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes are included.

• Shareholder proposals for the 2026 meeting must be submitted by April 1, 2026.

Board of directors and corporate governance

• The Board consists of six members, with a mix of executive and independent directors; only the CEO/Chair is not independent.

• Four standing committees: Audit, Compensation, Governance, and Nominating, all comprised of independent directors.

• The Board met seven times in 2024; executive sessions were held twice.

• The Lead Independent Director role is in place to enhance governance.

• Directors are evaluated for independence annually under SEC and Nasdaq standards.