Spyre Therapeutics Inc

This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion & Analysis, compensation tables and narrative. Management seeks this vote to obtain stockholder feedback on pay practices and to demonstrate alignment between executive incentives and the Company’s strategic objectives. Although advisory and not legally binding, the vote signals investor sentiment and the Compensation Committee will consider the result when setting future pay. Contextually, the Company emphasizes a pay-for-performance mix with a large portion of NEO compensation delivered as at-risk equity and bonuses tied to clinical, portfolio and corporate milestones; the Compensation Committee retained an independent consultant and reports robust engagement and prior strong stockholder support (approximately 93% in 2025). The Board argues the program balances retention, market competitiveness and alignment with long-term value creation while incorporating governance safeguards (clawback policy, equity grant timing policy, and annual say-on-pay). Risks noted include potential perception concerns around the size of equity awards to executives in a pre-commercial biotech and the high weighting of equity which can create volatility in reported compensation; management contends these are appropriate for retaining leadership during critical development stages. In recommending a “FOR” vote, the Board highlights that the pay program tied payouts to specific development and corporate milestones, and that the Committee will use the advisory vote results to adjust future program design as needed. This advisory vote should be read in the broader context of ongoing shareholder engagement, the company’s disclosure of compensation philosophy, and prior vote outcomes, which together inform governance assessment of executive pay alignment.

This proposal requests shareholder approval to amend and restate the Company’s 2016 Employee Stock Purchase Plan, primarily to (i) remove the plan’s scheduled expiration so employees may continue to participate without interruption, (ii) reserve 1,056,096 shares for issuance under the plan, and (iii) incorporate ministerial updates and a Non-Section 423 component for employees of non-U.S. subsidiaries. Management says the amended plan is intended to qualify under Section 423 of the Internal Revenue Code to afford favorable tax treatment to participants while also providing the Administrator flexibility to structure offerings for international employees. The company frames the ESPP as a retention and employee-alignment tool that encourages equity ownership across approximately 111 eligible employees and was automatically enrolling participants for the initial offering period upon the restatement. If shareholders do not approve the amendment and restatement, the ongoing offering period will be terminated, and accumulated payroll contributions returned to participants, creating disruption to employee benefit continuity and potential retention impact. The Board recommends approval as a matter of workforce strategy and to enable timely filing of a Form S-8 to register shares for issuance; it also notes the Plan contains customary limits (per-participant annual limits and a per-offering purchase price set at 85% of the lesser of the fair market value at the start or end of the offering) and administrative safeguards. From a governance perspective, the proposal is largely administrative rather than transformative, but it increases the share reserve so investors should consider potential dilution; management quantifies the reserved share number and discloses eligibility, purchase mechanics and the tax consequences in detail to aid evaluation.