GRAIL (GRAL) Proxy filing summary

Executive summary

• Achieved major milestones, including FDA submission for Galleri, the first multi-cancer early detection test, and celebrated the company's 10th anniversary.

• CEO transition announced: Dr. Joshua Ofman to succeed Robert Ragusa as CEO effective June 1, 2026, following a comprehensive succession plan.

• Strong commercial momentum for Galleri, with growing test volumes, physician adoption, and infrastructure to support future growth.

• Focused on advancing regulatory pathways, expanding adoption, and generating clinical evidence for broader access and reimbursement.

Voting matters and shareholder proposals

• Shareholders will vote to elect Steven Mizell and Sarah Krevans as Class II Directors for terms expiring at the 2029 Annual Meeting.

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

• Board recommends voting FOR both proposals.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes; majority are independent directors.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• Board leadership structure separates Chair and CEO roles, with regular review of governance practices.

• Director candidates are evaluated for integrity, experience, and independence; stockholders may recommend candidates.