Sutro Biopharma (STRO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2026, with shareholders able to vote online using a control number for access.

• Key proposals include electing three Class II directors, ratifying Ernst & Young LLP as auditor for 2026, and an advisory vote on executive compensation.

• Only shareholders of record as of April 7, 2026, are entitled to vote; a majority of shares is required for quorum.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for three-year terms, ratifying the auditor, and approving executive compensation on an advisory basis.

• The board recommends voting FOR all proposals.

• Shareholders may submit additional proposals or nominations for future meetings following specific bylaw procedures.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; eight of nine directors are independent.

• Leadership is separated between the CEO and Chair roles to enhance oversight.

• Committees include Audit, Compensation, Nominating and Governance, and Science and Technology, each with defined responsibilities and independent membership.

• Annual board and committee self-evaluations are conducted for continuous improvement.

• Board diversity is valued, though no formal diversity policy is adopted.