MacroGenics (MGNX) investor relations material

Voting matters and shareholder proposals

• Proposal No. 4 seeks approval to amend the 2023 Equity Incentive Plan, increasing shares available for grant by 1,250,000, for a total of 9,350,000 shares authorized under the plan if approved.

• The amendment is intended to ensure sufficient equity awards for the next one to two years, supporting long-term incentives for employees, directors, and consultants.

• If not approved, the plan will continue under current provisions with 2,494,325 shares available as of March 27, 2026.

Executive compensation and say-on-pay

• Equity awards, including stock options and RSUs, are a key part of compensation philosophy, aligning employee and shareholder interests.

• CEO Eric Risser received a stock option for 550,000 shares upon his appointment in August 2025.

• Burn rate over the past three years averaged 5.4%, within industry norms.

• Awards under the plan are discretionary, with recent grants detailed for executives, directors, and employees.

Board of directors and corporate governance

• The Board and Human Capital Management Committee oversee equity award grants and compensation structure.

• The plan administrator (Board or committee) determines award recipients, grant terms, and vesting schedules.

• The plan includes governance features such as no single-trigger vesting on change in control and prohibition on repricing without shareholder approval.