Matinas BioPharma (MTNB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 23, 2025, to be held virtually, with voting on key corporate proposals and director elections.

• Proposals include director elections, executive compensation approval, reverse stock split authorization, increase in authorized shares, and adoption of a new equity incentive plan.

• Board recommends voting in favor of all proposals, citing alignment with company and shareholder interests.

Voting matters and shareholder proposals

• Five directors up for election, all current board members, to serve until the next annual meeting.

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

• Proposal to authorize up to two reverse stock splits at ratios between 1-for-2 and 1-for-199 over two years.

• Proposal to increase authorized common stock from 250 million to 500 million shares.

• Proposal to approve the 2025 Equity Incentive Plan, replacing the expired 2013 plan.

• Shareholder proposals for the 2026 meeting must be submitted between February 23 and March 25, 2026.

Board of directors and corporate governance

• Board consists of five members, with no formal diversity policy; selection based on professional accomplishment and business knowledge.

• All current directors except the CEO are independent under NYSE rules.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board met eight times in 2024; committee meetings held regularly.

• Board leadership structure currently combines Chairman and CEO roles, with periodic review.