4D Molecular Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III directors (Nancy Miller-Rich, John F. Milligan, Ph.D., and Shawn Cline Tomasello, MBA) to hold office until the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Advisory (Non-Binding) Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   An advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s disclosed executive compensation for the named executive officers for 2025. Management is seeking endorsement to validate its pay design and implementation, which includes base salaries, annual performance-based cash bonuses (with corporate performance heavily weighted, particularly for the CEO), substantial 2025 equity awards (notably large option grants including a 480,000‑share inducement grant to the CFO), and change-in-control severance arrangements that provide enhanced payments and accelerated equity vesting in certain transactions. The proposal is statutory under Dodd-Frank and Rule 14a-21; it is explicitly non-binding but used by the Board and Compensation Committee to assess stockholder sentiment and guide future compensation decisions. The proxy discloses that the Compensation Committee engaged Radford for benchmarking and that pay outcomes in 2025 reflected above-target corporate performance adjustments, resulting in bonus payouts above target for certain NEOs. From a governance perspective, the advisory nature means investors will evaluate both the structure (performance-based weighting, risk-mitigation like clawback policy) and outcomes (size and timing of equity grants, severance protections), and the company notes it will consider shareholder feedback in future determinations. The pay-versus-performance disclosure in the proxy also shows significant equity-related accounting valuation movements and continuing net losses, which may concern some shareholders about alignment between realized executive pay and company financial performance. The Board’s recommendation to vote FOR is grounded in the belief that the compensation program supports retention, incentivizes performance, and aligns executives with long-term shareholder value, but investors should weigh the non-binding endorsement against specifics such as large option grants, change-in-control protections, and the company’s historical net losses when forming a voting decision. In sum, the vote is a governance signal: approval would endorse management’s approach and grant the Compensation Committee reassurance, whereas rejection would signal dissatisfaction and likely prompt further engagement and potential changes to compensation practices.

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When is the 4D Molecular Therapeutics Inc 2026 annual meeting?

4D Molecular Therapeutics Inc (FDMT) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the 4D Molecular Therapeutics Inc 2026 meeting?

The record date for the 4D Molecular Therapeutics Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for 4D Molecular Therapeutics Inc's 2026 meeting?

The board is presenting 3 director nominees at the 4D Molecular Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the 4D Molecular Therapeutics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the 4D Molecular Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.