Processa Pharmaceuticals (PCSA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 30, 2025, with voting on director elections, warrant share issuance, auditor ratification, and executive compensation approval.

• Shareholders of record as of May 1, 2025, are eligible to vote, with 11,884,356 shares outstanding.

• Voting can be done by internet, telephone, or mail, and proxies may be revoked before the meeting.

• Forward-looking statements are included, with risks detailed in the annual report.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2026 annual meeting.

• Approval sought for issuance of shares upon exercise of Series A and B Warrants, which could exceed 19.99% of outstanding shares.

• Ratification of Cherry Bekaert, LLP as independent auditor for 2025.

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

• No other business is expected, but proxies confer discretionary authority for unforeseen matters.

Board of directors and corporate governance

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

• Board committees: Audit, Compensation, and Nominating/Governance, all with independent members.

• Board met 20 times in 2024; committee meetings were well attended.

• Leadership structure separates CEO and Chairman roles; risk oversight is managed at both board and committee levels.

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