Sensei Biotherapeutics (SNSE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, to be held virtually, with record date 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 multiple voting methods available.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect William Ringo and John Celebi as directors until 2028.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Approve a reverse stock split (1-for-10 to 1-for-30) and proportionate authorized share reduction, at Board discretion.

• Board is not aware of other matters for the meeting; any new matters will be voted at proxy discretion.

Board of directors and corporate governance

• Board consists of six members, divided into three classes with staggered three-year terms.

• Five of six directors are independent; separation of Chairman and CEO roles enhances oversight.

• Board met six times in 2024; all members attended at least 75% of meetings.

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

• Stockholders can communicate with the Board via a formal process.