Adverum Biotechnologies (ADVM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 17, 2025, and will be held virtually, with stockholders voting on five key proposals.

• Proposals include director elections, auditor ratification, executive compensation, equity plan amendment, and stock option repricing.

• The board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

• Forward-looking statements highlight clinical trial progress, financial outlook, and risk factors.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors to serve until 2028.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for 2025.

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

• Proposal 4: Amend and restate the 2024 Equity Incentive Award Plan, increasing share pool by 2,100,000 shares.

• Proposal 5: Amend certain outstanding stock options to reduce exercise price to the closing price on the repricing date.

• Board unanimously recommends voting for all proposals.

Board of directors and corporate governance

• Board consists of ten directors divided into three classes with staggered three-year terms.

• Board diversity includes 20% women and 40% from underrepresented groups.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Research and Development.

• All committee members meet independence requirements; board reviews independence annually.

• Corporate governance guidelines, code of ethics, and insider trading policy are in place.