Sensei Biotherapeutics (SNSE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, to be held virtually, with record date set as March 25, 2025.

• Stockholders will vote on director elections, auditor ratification, and a reverse stock split with authorized share reduction.

• Proxy materials are primarily distributed online, with options for paper copies upon request.

• Voting can be done online, by phone, or by mail, with detailed procedures for both record and beneficial owners.

Voting matters and shareholder proposals

• Election of two directors (William Ringo and John Celebi) to serve until 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Approval of a reverse stock split (1-for-10 to 1-for-30) and corresponding reduction in authorized shares, at Board discretion.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for the next annual meeting are outlined.

Board of directors and corporate governance

• Board consists of six members divided into three classes, with a majority deemed independent.

• Board leadership is separated between Chairman and CEO to reinforce independence.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committee meeting attendance exceeded 75% for all members.

• Stockholders can communicate directly with the Board, and a Code of Business Conduct and Ethics is in place.