Processa Pharmaceuticals (PCSA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 30, 2026, with voting on director elections, an incentive plan amendment, auditor ratification, and executive compensation advisory approval.

• Shareholders of record as of June 1, 2026, are eligible to vote, with 2,768,032 shares outstanding.

• Voting can be done in person, by mail, telephone, or internet, and the board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2027 annual meeting.

• Proposal to amend the 2019 Omnibus Incentive Plan to add 200,000 shares for equity awards.

• Ratification of Cherry Bekaert, LLP as independent auditor for 2026.

• Advisory vote on 2025 executive compensation (say-on-pay).

• No other business is expected, but proxies may vote on unforeseen matters.

Board of directors and corporate governance

• Board consists of six members, with four deemed independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, all with independent members.

• Audit committee met four times in 2025; compensation committee met once; nominating/governance committee did not meet.

• Board met 29 times in 2025, with all directors attending at least 75% of meetings.

• Code of business conduct and ethics applies to all employees, officers, and directors.