Cartesian Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class I directors — Michael Singer, M.D., Ph.D., Timothy A. Springer, Ph.D., and Patrick Zenner, M.B.A. — to serve until the 2029 Annual Meeting.

2. 2

   Non-Binding, Advisory Approval of Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve, on a non-binding basis, the compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding, advisory vote endorsing the overall compensation program for the named executive officers as described in the proxy statement. Management frames the program as designed to attract, retain, and motivate executive talent necessary to advance the company’s late-stage cell therapy pipeline, and notes that compensation emphasizes variable, performance-linked pay (notably significant equity awards) to align executives with long-term shareholder value. The Compensation Committee used competitive peer data and an independent consultant (Compensia) to set pay, and the company highlights features intended to mitigate risk, including a clawback policy, double-trigger change-in-control protections, and limits on hedging/pledging. Contextual factors include the company’s clinical progress in 2025 (FDA SPA agreement, Phase 3 enrollment) and recent corporate transactions (the 2023 merger and subsequent equity-plan treatments), which influenced retention-focused awards and vesting arrangements. The advisory vote is explicitly non-binding, but the Board commits to considering the result when making future pay decisions; management therefore seeks shareholder endorsement to validate its compensation philosophy and practices. Possible governance considerations for an analyst include the high proportion of equity-based compensation (particularly for the CEO), recent special vesting and separation arrangements for certain former executives, and large shareholders with concentrated ownership positions that may influence outcomes or proxy dynamics. Approving the proposal signals shareholder acceptance of the pay framework and retention strategy; a negative vote would likely trigger a shareholder engagement and potential adjustments to compensation design. Given the Board’s unanimous recommendation and the company’s stated reliance on market benchmarking and risk-mitigation measures, management positions this proposal as consistent with promoting long-term value creation while balancing near-term retention needs.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young 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 Cartesian Therapeutics Inc 2026 annual meeting?

Cartesian Therapeutics Inc (RNAC) holds its 2026 annual shareholder meeting on Friday, June 12, 2026.

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

The record date for the Cartesian 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 Cartesian Therapeutics Inc's 2026 meeting?

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

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

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