The Oncology Institute (TOI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, to be held virtually, with voting available online, by phone, or mail.

• Record date for voting is April 24, 2026, with 99,982,933 shares of common stock outstanding, each entitled to one vote.

• Four main proposals: election of eight directors, ratification of BDO USA, P.C. as auditor, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for ONE YEAR frequency on say-on-pay.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors for one-year terms; all current directors nominated.

• Proposal 2: Ratification of BDO USA, P.C. as independent auditor for 2026; BDO has served since 2021.

• Proposal 3: Non-binding advisory vote to approve named executive officer compensation.

• Proposal 4: Non-binding advisory vote on frequency of future say-on-pay votes; board recommends annual votes.

• Shareholders may submit proposals for the 2027 meeting by December 31, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of eight directors with diverse backgrounds in healthcare, finance, and operations.

• All key committees (Audit, Compensation, Nominating and Corporate Governance, Compliance) are composed solely of independent directors.

• Chair and CEO roles are separated; Anne McGeorge serves as Chair, Daniel Virnich as CEO.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Board has adopted a code of ethics and robust director education and evaluation programs.