Fathom (FTHM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 19, 2024, to elect six directors, approve an amendment to the 2019 Omnibus Stock Incentive Plan, and ratify Deloitte & Touche LLP as auditor for 2024.

• Shareholders of record as of June 21, 2024, are entitled to vote; 20,943,004 shares outstanding.

• Proxy materials are provided electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include: election of six directors, increase of share reserve in the 2019 Omnibus Stock Incentive Plan by 1,600,000 shares, and ratification of Deloitte & Touche LLP as auditor.

• No shareholder proposals were received for the 2024 meeting; procedures for submitting proposals for 2025 are outlined.

• Plurality voting for directors; majority of votes cast required for other proposals.

Board of directors and corporate governance

• Board will reduce to six members after Glenn Sampson steps down; all other current directors nominated for re-election.

• Board committees: audit (Hood, Gupta, Venable), compensation (Gupta, Flanders, Murray), nominating/governance (Venable, Gupta, Murray).

• Five of six nominees are independent under NASDAQ rules; regular executive sessions held.

• Board diversity matrix provided; directors have varied backgrounds in finance, law, real estate, and executive management.