Passage Bio (PASG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2026, with voting access provided via a control number for all shareholders of record as of March 26, 2026.

• The proxy materials, including the 2025 Annual Report, are primarily distributed electronically to reduce environmental impact and costs.

• A reverse stock split at a ratio of one-for-twenty was effected on July 14, 2025.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class III directors for three-year terms, ratify KPMG LLP as the independent auditor for 2026, approve executive compensation on a non-binding basis, and determine the frequency of future say-on-pay votes.

• The board recommends voting for all proposals and for annual (one-year) say-on-pay frequency.

• Only the auditor ratification is considered a routine matter; other proposals require direct shareholder instruction for broker-held shares.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; six of seven directors are independent.

• The CEO and board chair roles are separated to enhance oversight and independence.

• Committees include Audit, Compensation, and Nominating and Governance, each with written charters and independent membership.

• Director nominees and continuing directors have extensive experience in biotech, finance, and governance.

• Non-employee director compensation includes cash retainers and equity grants, with annual reviews against a peer group.