SCYNEXIS (SCYX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 25, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are available online, and shareholders can vote via internet, phone, or mail until June 24, 2025.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Deloitte & Touche LLP as auditor for 2025, and an advisory say-on-pay vote for executive compensation.

• Shareholder proposals for the 2026 meeting must be submitted by December 30, 2025, for inclusion in proxy materials.

• Universal proxy rules require notice of director nominations by April 26, 2026.

Board of directors and corporate governance

• Seven director nominees, including CEO David Angulo, are up for election to serve until the 2026 annual meeting.

• 43% of directors are women or racially/ethnically diverse.

• All directors except the CEO are independent per Nasdaq standards.

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

• Chairman and CEO roles are separated to reinforce board independence.