Research Frontiers (REFR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, with six key agenda items including director election, auditor ratification, equity plan amendment, and advisory votes on executive compensation and its frequency.

• Record date for voting is April 18, 2025, with 33,517,787 shares of common stock outstanding and entitled to vote.

• Proxy materials and annual report distributed to shareholders on or about May 1, 2025.

Voting matters and shareholder proposals

• Election of Alexander Kaganowicz as Class II director for a three-year term.

• Ratification of CohnReznick LLP as independent auditors for fiscal year ending December 31, 2025.

• Amendment to the 2019 Equity Incentive Plan to add 1,675,000 shares for future awards.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with Board recommending a triennial (three-year) frequency.

Board of directors and corporate governance

• Board consists of four directors divided into three staggered classes; majority are independent.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all chaired by independent directors.

• Board encourages diversity of skills and backgrounds, with annual review of committee chairs.

• All directors attended at least 75% of meetings in 2024.