The Joint (JYNT) Proxy Filing summary

Executive summary

• Achieved record system-wide sales of $530.3 million in 2024, a 9% increase over 2023, with 1.9 million unique patients and 14.7 million patient visits.

• Opened 32 new clinics (net), bringing the total to 967 locations in 41 states; 57 franchise licenses sold in 2024.

• Net loss from continuing operations improved to $1.5 million from $10.8 million in 2023; adjusted EBITDA from continuing operations was $2.7 million.

• Strategic plan focuses on transitioning to a pure play franchisor, refranchising corporate clinics, reducing overhead, and expanding into new markets and revenue streams over the next several years.

• Leadership transition: Sanjiv Razdan appointed President and CEO in October 2024, with a new multi-year growth strategy unveiled.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of seven directors, (2) advisory approval of executive compensation, and (3) ratification of BDO USA, P.C. as independent auditor for 2025.

• Board recommends voting FOR all director nominees, FOR the say-on-pay proposal, and FOR auditor ratification.

• Stockholders of record as of March 24, 2025, are entitled to vote; meeting scheduled for May 21, 2025.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; Sanjiv Razdan is the only non-independent director as CEO.

• Board committees: Audit, Compensation, and Nominating & Governance, all comprised of independent directors.

• Lead Director role held by Matthew E. Rubel; no separate Chair of the Board.

• Board and committee evaluations conducted annually; stock ownership guidelines in place for directors and senior officers.

• Board diversity includes a range of skills in franchising, finance, operations, IT, and marketing.