Tectonic Therapeutic (TECX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 8, 2026, to be held virtually, with record date of April 13, 2026.

• Proposals include election of two Class II directors, ratification of Deloitte & Touche LLP as auditor, and advisory approval of executive compensation.

• Only common stockholders as of the record date may vote; 18,848,500 shares outstanding.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

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

• Procedures for shareholder proposals and nominations for the 2027 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board divided into three classes, each serving staggered three-year terms.

• Board consists of seven members, majority determined to be independent under Nasdaq standards.

• François Nader serves as independent, non-executive Chair; CEO and Chair roles are separated.

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

• Board and committees met regularly in 2025, with high attendance.

• Code of Business Conduct and Ethics and Insider Trading Policy in place.