AVROBIO (AVRO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 6, 2025, to be held virtually, with record date set as April 14, 2025.

• Four main proposals: election of two Class I directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay votes.

• Only common stockholders as of the record date are eligible to vote; 18,671,229 shares outstanding.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of two Class I director nominees to serve until the 2028 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2025.

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

• Advisory vote on frequency of say-on-pay (Board recommends annual vote).

• Procedures for shareholder proposals and nominations for the 2026 annual meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of six members divided into three classes, with staggered three-year terms.

• Current nominees: Alise Reicin, M.D. (President & CEO) and Praveen Tipirneni, M.D., M.B.A.

• Majority of directors are independent per Nasdaq and SEC standards; Board is led by independent Chair Terrance McGuire.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board actively oversees strategy, risk, and succession planning; regular executive sessions held.

• Code of Business Conduct and Ethics, Insider Trading Policy, and Hedging and Pledging Policy in place.