Tarsus Pharmaceuticals Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect Wendy Yarno, Andrew Goldberg, Scott Morrison, and David E.I. Pyott as Class III directors to serve until the 2029 annual meeting.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company's named executive officers for 2025 as disclosed in the proxy statement.

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to named executive officers for 2025 as detailed in the proxy statement. Management seeks this vote to obtain shareholder feedback and reaffirm alignment between executive pay and company performance, including substantial use of performance-based and equity compensation tied to net product sales and multi-year Transformational PSUs. The board recommends a "FOR" vote, arguing its compensation program emphasizes long-term value creation, retention, and alignment with stockholder interests, and highlighting governance practices such as independent compensation committee oversight, use of an independent compensation consultant, clawback provisions, and double-trigger change-in-control protections. While advisory, the vote serves as a gauge of stockholder sentiment and could influence future compensation decisions; notable context includes large one-time PSUs tied to ambitious 3-year milestones, significant executive equity awards in 2025, and rapid commercial growth (net product sales increased materially in 2025), which together raise considerations about pay-for-performance balance and potential dilution. The board's justification stresses competitive benchmarking, performance metrics, and risk-mitigating features, but investors may evaluate whether the magnitude and structure of awards appropriately reflect sustainable performance and shareholder interests.

3. 3

   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the audit committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026.

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When is the Tarsus Pharmaceuticals Inc 2026 annual meeting?

Tarsus Pharmaceuticals Inc (TARS) holds its 2026 annual shareholder meeting on Thursday, June 25, 2026.

What is the record date for the Tarsus Pharmaceuticals Inc 2026 meeting?

The record date for the Tarsus Pharmaceuticals Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tarsus Pharmaceuticals Inc's 2026 meeting?

The board is presenting 4 director nominees at the Tarsus Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tarsus Pharmaceuticals Inc 2026 meeting?

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