The Oncology Institute (TOI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, to be held virtually, with voting available online, by phone, or mail.

• Record date for voting is March 17, 2025, with 75,753,229 shares of common stock outstanding and entitled to one vote per share.

• Three key proposals: election of eight directors, ratification of BDO USA, P.C. as auditor for 2025, and approval of a reverse stock split amendment.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors, all current members, to serve one-year terms.

• Proposal 2: Ratification of BDO USA, P.C. as independent auditor for 2025; BDO has served since 2021.

• Proposal 3: Amendment to Certificate of Incorporation to effect a reverse stock split (1-for-5 to 1-for-40) at Board's discretion to maintain Nasdaq listing.

• Board unanimously recommends FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by November 27, 2025, per SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of eight directors with diverse backgrounds in healthcare, finance, and technology.

• All key committees (Audit, Compensation, Nominating and Corporate Governance, Compliance) are composed solely of independent directors.

• Chairman and CEO roles are separated; independent directors meet regularly in executive session.

• Board met 18 times in 2024; all directors attended at least 75% of meetings.

• Board diversity matrix disclosed, showing gender and ethnic diversity.