Mersana Therapeutics (MRSN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with shareholders able to vote online or by proxy.

• Four key proposals are up for vote: election of three directors, advisory approval of executive compensation, ratification of the auditor, and a reverse stock split amendment.

• Shareholders of record as of April 15, 2025, are entitled to vote; 124,631,339 shares are outstanding.

• The company continues to focus on developing antibody-drug conjugates (ADCs) and advancing clinical trials for its lead candidates.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors to serve until 2028.

• Proposal 2: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 3: Ratify Ernst & Young LLP as independent auditor for 2025.

• Proposal 4: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-25, at the board's discretion.

• Shareholder proposals for the 2026 meeting must be submitted between February 12 and March 14, 2026.

Board of directors and corporate governance

• The board consists of eight members, with a majority (75%) deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The board separates the roles of CEO and Chair, and all directors attended at least 75% of meetings in 2024.

• The board regularly reviews its leadership structure and risk oversight responsibilities.