Aterian (ATER) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on August 12, 2025, with voting on director election, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Only stockholders of record as of June 16, 2025, are eligible to vote; 9,931,860 shares of common stock are outstanding.

• Proxy materials are available online, and voting can be done electronically, by phone, or by mail.

Voting matters and shareholder proposals

• Election of Arturo Rodriguez as Class III director for a term ending at the 2028 annual meeting.

• Advisory vote to approve executive compensation and to determine the frequency of future say-on-pay votes (Board recommends every three years).

• Ratification of UHY LLP as independent registered public accounting firm for fiscal year 2025.

• Stockholder proposals for the 2026 meeting must be submitted by April 14, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of five members divided into three staggered classes; only one class is elected each year.

• Ms. Liebel will retire at the 2025 meeting; Mr. Kurtz serves as chairman.

• Four directors are independent under Nasdaq rules; the CEO is not independent.

• The board has Audit and Compensation Committees, both composed entirely of independent directors.

• The board met six times in 2024; all directors attended at least 75% of meetings.