Theriva Biologics (TOVX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 29, 2025, in Barcelona, Spain, with a record date of July 8, 2025.

• Stockholders will vote on director elections, auditor ratification, an amendment to the stock incentive plan, executive compensation, and the frequency of future say-on-pay votes.

• Proxy materials and the 2024 annual report are available online; voting can be done by internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Four incumbent directors are nominated for re-election.

• Ratification of BDO USA, P.C. as the independent auditor for 2025 is proposed.

• Amendment to the 2020 Stock Incentive Plan to increase authorized shares from 2,500,000 to 4,500,000 is up for approval.

• Advisory votes on executive compensation and on the frequency of future say-on-pay votes (board recommends every three years).

• Shareholder proposals for the 2026 meeting must be submitted by March 11, 2026.

Board of directors and corporate governance

• The board consists of four members, three of whom are independent under NYSE American rules.

• The board has an independent chairman and separate CEO/CFO roles.

• Committees include Audit, Compensation, and Nominations, all with independent members.

• Directors are encouraged to attend annual meetings; attendance at meetings in 2024 was high.

• Codes of conduct and ethics are in place and available on the company website.