Matinas BioPharma (MTNB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 23, 2025, to be held virtually, with voting available online or by proxy.

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

• Only stockholders of record as of May 1, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Five directors are nominated for election to serve until the next annual meeting.

• Advisory vote on executive compensation (say-on-pay) is included.

• 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 250,000,000 to 500,000,000 shares.

• Approval sought for the 2025 Equity Incentive Plan.

• Stockholder 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 is based on professional accomplishment and business knowledge.

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

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

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

• Board leadership structure currently combines Chairman and CEO roles.