Surrozen (SRZN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on director elections, auditor ratification, executive compensation, and the frequency of say-on-pay votes.

• Holders of record as of March 18, 2026, are entitled to vote; a quorum requires one-third of outstanding shares.

Voting matters and shareholder proposals

• Election of two Class II directors (Mace Rothenberg, M.D. and David J. Woodhouse, Ph.D.) for terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on executive compensation and on the preferred frequency of such votes (Board recommends annual frequency).

• Stockholders may submit proposals for the 2027 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Board consists of eight directors divided into three classes with staggered terms.

• Majority of directors are independent per Nasdaq standards; CEO and Chair roles are separated.

• Three standing committees: audit, compensation, and nominating/corporate governance, each with defined responsibilities and independent members.

• Board and committees met regularly in 2025; all directors except one attended at least 75% of meetings.

• Board emphasizes diversity, integrity, and relevant experience in director nominations.