Theriva Biologics (TOVX) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held on October 31, 2024, to vote on director elections, auditor ratification, amendments to the stock incentive plan, an increase in authorized shares, and potential adjournment if needed.

• A 1-for-25 reverse stock split was effected on August 26, 2024, and all share numbers are adjusted accordingly.

• The Board recommends voting in favor of all proposals and highlights the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four directors, (2) ratification of BDO USA, P.C. as auditor, (3) amendments to the 2020 Stock Incentive Plan, (4) increase in authorized common stock from 14M to 350M shares, and (5) adjournment if necessary.

• Board recommends voting FOR all proposals.

• Voting results will be announced at the meeting and filed with the SEC.

• Shareholder proposals for the 2025 meeting must be submitted by specified deadlines and in compliance with SEC rules.

Board of directors and corporate governance

• The four director nominees are all incumbents: Jeffrey J. Kraws (Chairman), John Monahan, Steven A. Shallcross (CEO/CFO), and Jeffrey Wolf.

• Three of four directors are independent per NYSE American standards.

• The Board is led by an independent Chairman, and all committees (Audit, Compensation, Nominations) are composed of independent directors.

• Directors are encouraged to attend annual meetings; all attended the 2023 meeting (one in person, others by phone).

• The company has a code of conduct, code of ethics for financial management, and anti-hedging/anti-pledging policy.