Vera Therapeutics (VERA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, via live webcast, with voting on three main proposals: election of three Class II directors, ratification of KPMG LLP as auditor for 2026, and an advisory vote on executive compensation.

• Only holders of Class A common stock as of March 24, 2026, are eligible to vote, with 71,713,905 shares outstanding.

• Voting can be conducted online, by phone, or by mail, and stockholders may change their vote prior to the meeting.

• Preliminary voting results will be announced at the meeting, with final results published in a Form 8-K.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors to serve until the 2029 annual meeting.

• Proposal 2: Ratify KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Advisory approval of executive compensation (say-on-pay).

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of ten independent directors and one executive director, with a mix of industry, financial, and operational expertise.

• Board leadership is separated, with an independent chair (Dr. Morrissey) and a CEO (Dr. Fordyce).

• The board met five times in 2025, with all members attending at least 75% of meetings.

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

• The nominating committee values diversity, integrity, and relevant expertise in director candidates.