Tarsus Pharmaceuticals (TARS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2026, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on the election of four Class III directors, an advisory say-on-pay vote, and the ratification of the external auditor.

• The company emphasizes strong financial performance in 2025, with net product sales of $451.4 million and significant market penetration for its lead product.

• Proxy materials are primarily distributed electronically, with options for shareholders to request paper copies.

Voting matters and shareholder proposals

• Shareholders will elect Wendy Yarno, Andrew Goldberg, Scott Morrison, and David E.I. Pyott as Class III directors for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholders may submit proposals for the 2027 annual meeting by specified deadlines.

Board of directors and corporate governance

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

• Majority of directors are independent per Nasdaq standards; independent directors meet in executive sessions.

• Five board committees: audit, compensation, nominating and corporate governance, science and technology, and commercial.

• Board leadership structure includes a combined CEO/Chairman and a Lead Independent Director.

• Diversity, experience, and annual self-evaluations are emphasized in board composition.