Aclaris Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of two nominees, Anand Mehra, M.D. and Maxine Gowen, Ph.D., to hold office until the 2029 Annual Meeting of Stockholders (three-year terms).

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory approval ("say-on-pay") of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation (a ‘say-on-pay’ vote). Management is seeking this advisory approval to validate its executive pay philosophy, which emphasizes alignment with stockholder interests through a mix of base salary, performance-based bonuses and long-term equity incentives, and to comply with SEC disclosure rules requiring presentation of compensation information. The vote is advisory and non-binding, but the Board and the Compensation Committee state they will consider the voting results in future compensation decisions. Contextually, the Company held a prior say-on-pay in 2025 that received approximately 76% support and conducted limited outreach to large institutional holders afterward; the Compensation Committee retained an independent compensation consultant (Pearl Meyer) to benchmark and advise on program design. The Compensation Committee describes the program as designed to attract and retain experienced executives, reward achievement of corporate and individual goals, and align management incentives with long-term stockholder value through equity awards with multi-year vesting. Management emphasizes that annual bonuses are tied to corporate R&D and other corporate objectives and that long-term equity grants are used to promote retention and long-term alignment. The board recommends FOR the proposal on the grounds that the disclosed program is appropriate for the Company’s stage and competitive environment, and that the Compensation Committee retains discretion to adjust awards and goals. Because the vote is advisory, a majority affirmative vote is required for approval; the Board has committed to consider the results and shareholder feedback when making future compensation decisions. Key governance context includes the Compensation Committee’s use of an independent adviser, formal bonus funding metrics, and post-2025 shareholder outreach, which together form the basis of management’s rationale for recommending approval.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Aclaris Therapeutics Inc 2026 annual meeting?

Aclaris Therapeutics Inc (ACRS) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Aclaris Therapeutics Inc 2026 meeting?

The record date for the Aclaris Therapeutics Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aclaris Therapeutics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Aclaris Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aclaris Therapeutics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Aclaris Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.