C4 Therapeutics Inc

This management proposal requests a non-binding advisory approval of the company’s disclosed named executive officer compensation (a Say‑on‑Pay vote). Management seeks this advisory endorsement to confirm that its pay philosophy—mixing base salary, performance-tied annual cash incentives, and time‑ and performance‑based equity awards—appropriately aligns executive behavior with corporate objectives and long‑term shareholder value. The company emphasizes a pay-for-performance approach: a substantial portion of NEO compensation is “at‑risk” and tied to corporate objectives (including clinical and discovery milestones and financial stewardship) as well as long‑term equity incentives. The Board and its compensation committee point to governance safeguards including use of an independent compensation consultant, peer benchmarking, clawback policy, limits on change‑in‑control payouts, and insider trading/hedging prohibitions. Because the vote is advisory, it does not change compensation contracts directly, but management will consider the results and stockholder feedback when setting future pay. Contextually, the company advanced key clinical programs, implemented a new discovery strategy, and extended its cash runway in 2025, which the Board cites in justifying realized payouts and retention awards. Supporters would argue that endorsement provides continuity and stability for management during critical clinical and development inflection points; dissenters may view some retention payments and severance/change‑in‑control protections as relatively generous. The Board recommends a FOR vote to validate alignment between the compensation program and long‑term value creation while preserving flexibility to attract and retain experienced leadership necessary to execute on the company’s strategy.

This management proposal asks shareholders to approve an amendment to the company’s 2020 Stock Option and Incentive Plan that changes the calculation of the plan’s annual “evergreen” share increase to include outstanding pre‑funded warrants as part of the share count. Management is seeking approval because a prior October 2025 financing issued pre‑funded warrants (which do not increase the outstanding share count) and therefore limited the annual evergreen growth under the current formula, reducing the pool available for future equity grants. The amendment would make the evergreen adjustment reflect both issued common shares and shares issuable upon exercise of pre‑funded warrants, restoring the intended growth in the reserve and aligning the available pool with peer practices. The Board and OLCC argue this is necessary to maintain competitiveness in recruiting and retaining employees and to preserve the company’s ability to grant equity incentives through at least several years of hiring and retention needs. The company models indicate the amendment would materially increase the number of shares added in future annual increases (illustrated using April 22, 2026 figures), and the OLCC engaged an independent compensation consultant in its review. A primary governance consideration is dilution: while the amendment increases the potential share reserve, those shares only become outstanding upon exercise of pre‑funded warrants, and investors effectively considered the warrants in the financing; the company frames the change as aligning reserve mechanics with economic reality rather than creating incremental economic dilution. If not approved, management may face shortages in the share pool and may need to rely more heavily on cash incentives or other alternatives that may be less alignable with long‑term shareholder interests. The Board recommends FOR because it believes the amendment preserves the functionality and competitiveness of the equity plan while reasonably reflecting the company’s financing structure.