Phio Pharmaceuticals (PHIO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 28, 2026, with voting on director elections, auditor ratification, and an amendment to the long-term incentive plan.

• Only shareholders of record as of August 4, 2026, are eligible to vote, with 11,617,250 shares outstanding.

• The Board unanimously recommends voting FOR all proposals and director nominees.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying Grant Thornton LLP as auditor for 2026, and amending the 2020 Long Term Incentive Plan to add 1,500,000 shares.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by April 16, 2027.

Board of directors and corporate governance

• Six directors are nominated, including one new appointee; all have significant industry or leadership experience.

• The Board consists of a mix of independent and non-independent directors, with the CEO also serving as Chair.

• Four standing committees: Audit, Compensation, Governance, and Nominating, all chaired by independent directors.

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

• A Code of Ethics and Conduct and an Insider Trading Policy are in place.