The Joint (JYNT) Proxy filing summary

Executive summary

• Achieved 13.9% growth in Adjusted EBITDA and returned to profitability with $2.9 million net income in 2025, compared to a $5.8 million net loss in 2024.

• Completed refranchising of 41 clinics in 2025, signed agreements for 27 more, and expect to finish refranchising by end of 2026, moving toward a pure-play franchisor model.

• Repurchased 1.3 million shares for $11.3 million in 2025, with $5.7 million remaining under the $12 million authorization.

• Opened 29 new clinics, closed 36, and expanded the franchise clinic portfolio by 43 net clinics, totaling 960 locations in 43 states.

• 85% of revenue derived from recurring memberships, with 1.7 million unique patients treated in 2025.

Voting matters and shareholder proposals

• Stockholders will vote on: election of seven directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and ratification of BDO USA, P.C. as independent auditor for 2026.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, and for auditor ratification.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; all committee members are independent.

• Lead Director role held by Matthew E. Rubel; no separate Chair of the Board.

• Committees: Audit, Compensation, and Nominating and Governance, each with written charters and independent members.

• Board and committee evaluations conducted annually; directors must tender resignation upon significant job changes.