Charles & Colvard (CTHR) Proxy Filing summary

Executive summary

• Proxy solicitation by Duc Pham, a significant shareholder, seeking election to the Board at the 2025 Annual Meeting, citing the need for leadership change to maximize shareholder value.

• Shareholders will vote to elect five directors from three slates: Pham, Company Nominees, and RiverStyx Nominees, using a universal proxy card.

• Pham's campaign is motivated by persistent revenue declines, GAAP losses, and poor stock performance, with a focus on operational turnaround and customer-centric strategy.

Voting matters and shareholder proposals

• Election of five directors for one-year terms, with shareholders able to vote for any combination of nominees from all slates.

• Additional proposals include ratification of the independent auditor, advisory approval of executive compensation, and the frequency of future say-on-pay votes.

• Voting instructions and procedures detailed, with emphasis on using the BLUE universal proxy card for all votes.

Board of directors and corporate governance

• Current Board consists of five members; all seats up for election.

• Pham seeks to bring an independent, data-driven, and design-focused perspective to the Board.

• If elected, Pham would be in the minority unless joined by RiverStyx Nominees; implementation of his proposals is not guaranteed.