Codexis (CDXS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 20, 2026, are eligible to vote; proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Board recommends voting FOR all proposals, including director nominees, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Three Class I directors (Stephen G. Dilly, Raymond De Vré, Rahul Singhvi) nominated for election to serve until 2029.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Procedures for shareholder proposals and director nominations for future meetings outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of nine directors divided into three classes with staggered three-year terms.

• Board leadership structure separates Executive Chair and CEO roles; Lead Independent Director provides additional oversight.

• All directors except the CEO and Executive Chair are independent under Nasdaq rules.

• Five standing committees: audit, compensation, nominating and corporate governance, science and technology, and strategy.

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

• Board diversity and communication policies in place; code of business conduct and insider trading compliance program adopted.