Recursion Pharmaceuticals (RXRX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, to elect two Class II directors, approve executive compensation, and ratify the appointment of PricewaterhouseCoopers LLP as auditor for 2026.

• The company is a clinical-stage TechBio firm focused on decoding biology to improve lives, leveraging AI-driven drug discovery and development platforms.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing Najat Khan and Franziska Michor as Class II directors, an advisory say-on-pay vote, and auditor ratification.

• The board recommends voting FOR all proposals.

• Shareholders of record as of April 21, 2026, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

• Procedures for submitting shareholder proposals and director nominations for future meetings are outlined, with specific deadlines.

Board of directors and corporate governance

• The board consists of ten members divided into three staggered classes, with a majority being independent and diverse in gender and ethnicity.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Research and Development, Technology, Corporate Social Responsibility, and Strategic Transactions and Finance.

• The board separates the roles of Chair and CEO to reinforce independence; Christopher Gibson is Chair, Najat Khan is CEO.

• Directors are expected to attend at least 75% of meetings and the annual meeting when practicable.