INmune Bio (INMB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, will be held virtually, allowing global shareholder participation and live Q&A.

• Shareholders will vote on five key proposals, including director elections, auditor ratification, executive compensation, vote frequency on compensation, and an amended equity plan.

• Board recommends voting in favor of all proposals, with a three-year frequency for future say-on-pay votes.

• Only shareholders of record as of April 14, 2025, are eligible to vote; quorum requires 33.3% of outstanding shares.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Ratification of Marcum LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with board recommending every three years.

• Approval of the Second Amended and Restated 2021 Stock Incentive Plan, increasing authorized shares and allowing accelerated vesting upon a change of control.

• No dissenters' rights are available for any proposal.

Board of directors and corporate governance

• Board consists of five directors with diverse backgrounds in biotech, finance, and business operations.

• Three standing committees: audit, compensation, and nominating/corporate governance, all with written charters and independent members.

• Annual board and committee self-evaluations are conducted.

• Code of ethics and insider trading policy in place, with anti-hedging and pledging restrictions.

• Clawback policy for recovery of erroneously awarded compensation is adopted.