Sensei Biotherapeutics (SNSE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, and will be held virtually to maximize shareholder participation.

• A major acquisition of Faeth Therapeutics was completed in February 2026, with significant changes to capital structure and management anticipated.

• The acquisition included a $200 million private placement, resulting in a new majority ownership by private placement investors and Faeth equityholders.

• The board recommends voting in favor of all proposals, including director elections, auditor ratification, share issuance, and equity plans.

Voting matters and shareholder proposals

• Seven proposals are up for vote: director elections, auditor ratification, approval of share issuance upon Series B Preferred conversion, increase in authorized shares, approval of 2026 Equity Incentive Plan, approval of 2026 ESPP, and adjournment/postponement if needed.

• Approval of share issuance and authorized share increase are required for the conversion of Series B Preferred Stock and to comply with Nasdaq rules.

• Board nominees are Bob Holmen and Kristian Humer; board composition will change if key proposals are approved.

• Support agreements with certain officers and directors ensure votes in favor of key proposals.

Board of directors and corporate governance

• The board is currently six members, divided into three classes, with a planned reconstitution post-meeting if proposals pass.

• New directors expected to join include Stephen M. Hahn, Karen Vousden, and Saira Ramasastry.

• Anand Parikh is expected to become Chairman and CEO, consolidating leadership roles for post-acquisition integration.

• All board committees (Audit, Compensation, Nominating and Corporate Governance) are composed of independent directors.

• The board has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines.