Senestech (SNES) Proxy filing summary

Executive summary

• Michael Edell appointed as President, CEO, and Class III director effective May 6, 2026, succeeding Joel L. Fruendt, who resigned the same day.

• Matthew K. Szot named Chair of the Board, replacing Jamie Bechtel, whose interim executive chair role concluded.

• Board committees were reconstituted, with new chairpersons and members assigned to Audit, Compensation, Nominating and Corporate Governance, and Commercialization Committees.

Voting matters and shareholder proposals

• Stockholders are asked to approve an amendment to the 2018 Equity Incentive Plan, including new plan benefits for executives and directors.

• Proxies and voting instructions already submitted remain valid unless changed or revoked by the shareholder.

Board of directors and corporate governance

• Michael Edell will serve as a Class III director until the 2028 annual meeting, with the Board required to nominate him for re-election as long as he remains CEO.

• Dr. Bechtel determined to be independent under Nasdaq standards following her interim executive chair role.

• Board committee memberships updated to reflect recent leadership changes.