Cardiff Oncology (CRDF) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, with four key proposals: election of six directors, ratification of BDO USA, P.C. as auditor, amendment to the 2021 Equity Incentive Plan, and advisory approval of executive compensation.

• Record date for voting is April 20, 2026, with 68,369,896 shares outstanding; each share has one vote per proposal.

• Proxy materials are available online, and shareholders are encouraged to vote by internet or mail to ensure quorum.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors for a one-year term; plurality of votes cast required.

• Proposal 2: Ratify BDO USA, P.C. as independent auditor for 2026; majority vote required.

• Proposal 3: Approve amendment to increase shares issuable under the 2021 Equity Incentive Plan from 12,150,000 to 15,150,000; majority vote required.

• Proposal 4: Advisory vote on executive compensation (say-on-pay); majority vote required.

• No appraisal rights for shareholders on these matters.

Board of directors and corporate governance

• Board consists of six nominees, with a majority deemed independent under Nasdaq rules.

• Separate CEO and Chair roles to enhance oversight and accountability.

• Board committees: Audit, Compensation, and Corporate Governance/Nominating, each with defined charters and independent members.

• Board and committees met regularly in 2025, with high attendance.

• Director compensation includes cash retainers and annual equity grants; compensation limits in place.