aTyr Pharma (ATYR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 11, 2026, with five key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, amendments to the stock plan, and an increase in authorized shares.

• Shareholders can vote in person, by mail, phone, or internet, with detailed instructions provided and a record date of March 16, 2026.

• The proxy solicitation is managed by the company and Alliance Advisors, with a fee not exceeding $17,000.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors to serve until 2029.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

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

• Proposal 4: Amendment to increase shares under the 2015 Stock Option and Incentive Plan by 4,000,000.

• Proposal 5: Amendment to increase authorized common stock from 170,000,000 to 340,000,000 shares.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of seven members, with staggered three-year terms; three Class II directors are up for election.

• Dr. Paul Schimmel will retire in May 2026, after which the board size will be reduced and class designations rebalanced.

• Six of seven directors are independent; board leadership is separated between CEO and Chairman.

• Board diversity: 57% of directors are women or racially/ethnically diverse.

• Committees (Audit, Compensation, Nominating/Governance) are fully independent and met regularly in 2025.

• Director nominations consider experience, ethics, diversity, and independence.