🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as an official invitation and information packet for Aclaris Therapeutics' upcoming shareholder meeting. Its main job is to give shareholders the details they need to vote on important company decisions, even if they can't attend the meeting in person.

🏢 What The Company Does

👉 In simple terms... Aclaris Therapeutics is a biopharmaceutical company. They are focused on developing and commercializing drugs, primarily for skin diseases (like dermatology) and immune-inflammatory conditions. They are a research-driven company working on bringing new treatments to market.

📅 Key Meeting Details

The Annual Meeting is set for Thursday, June 4, 2026, at 9:00 a.m. Eastern Time. This will be a virtual meeting only—you can't go in person. You'll join online at www.virtualshareholdermeeting.com/ACRS2026 using a 16-digit control number that will be mailed to you.

• Record Date: To vote, you must own shares by the close of business on April 14, 2026. On that date, there were 139,663,680 shares outstanding.
• Quorum Needed: For the meeting to be valid, shareholders holding at least a majority of shares must be present (in person online or by proxy). That means holders of at least 69,831,841 shares need to participate.

🗳️ What You're Voting On

Shareholders will vote on three main proposals:

1. Elect Two Directors: Vote "For" or "Withhold" for the two nominees, Anand Mehra, M.D. (age 50) and Maxine Gowen, Ph.D. (age 68). If elected, they'll serve until the 2029 annual meeting.
2. Advisory Vote on Executive Compensation (Say-on-Pay): A non-binding vote to approve the pay for the company's top executives. You can vote "For," "Against," or abstain.
3. Ratify the Auditor: Vote to approve PricewaterhouseCoopers LLP as the independent accounting firm for 2026. This is considered a "routine" matter.

👉 How to Vote: You can vote online before the meeting, by phone (1-800-690-6903), by mail, or during the virtual meeting itself. Your vote must be received by 11:59 p.m. ET on June 3, 2026, if voting early.

👥 Meet the Director Nominees

The board recommends voting "For" both nominees. Here's why they are qualified:

• Anand Mehra, M.D.: A biotech investor with deep experience. He was a managing partner at Sofinnova Ventures and now co-founded Forge Life Science Partners. His expertise is in evaluating and funding life science companies.
• Maxine Gowen, Ph.D.: A seasoned biopharma executive. She founded and was CEO of Trevena, held leadership roles at GlaxoSmithKline, and has extensive board experience. Her strength is in drug development and company leadership.

🏛️ Board & Governance

The board has 8 members. Six of them are considered independent (no material relationships with the company besides being a director). The two non-independent members are the CEO, Neal Walker, and the President & COO, Hugh Davis.

• Leadership Structure: Dr. Neal Walker serves as both Chair of the Board and CEO. The board believes this is effective because of his deep company knowledge. To ensure independent oversight, Christopher Molineaux serves as the Lead Independent Director.
• Board Committees: There are three key committees:
  • Audit Committee (6 meetings in 2025): Oversees financial reporting and auditors. Chaired by Vincent Milano, who is designated an "audit committee financial expert."
  • ** Compensation Committee** (4 meetings): Decides executive and director pay. Chaired by Anand Mehra. It uses an independent consultant, Pearl Meyer, to help set competitive pay.
  • Nominating & Corporate Governance Committee (4 meetings): Finds and recommends director candidates. Chaired by Christopher Molineaux.

💸 Advisory Vote on Executive Compensation

This is your chance to give a non-binding, advisory vote on the pay packages for the CEO and other named executive officers as detailed in the proxy. The company is asking for your "For" vote to endorse their compensation philosophy, which aims to align pay with company performance and shareholder interests.

⚖️ Big Picture

👍 Strengths (What the Governance Shows):

• A blend of investor, scientific, and operational expertise on the board.
• Use of independent compensation consultants to ensure fair pay practices.
• Clear processes for shareholder communication and director nominations.

⚠️ Risks & Considerations:

• The CEO holding the dual Chair role reduces board independence, though a Lead Independent Director helps mitigate this.
• As a biopharma company, Aclaris faces inherent risks related to drug development, clinical trial outcomes, and regulatory approvals, which are not detailed in this governance filing but underpin the entire business.

📞 Contact Information

For questions about the meeting or proxy materials, stockholders can contact: Matthew Rothman, Secretary Aclaris Therapeutics, Inc. 701 Lee Road, Suite 103 Wayne, Pennsylvania 19087

For technical issues accessing the virtual meeting, a support number will be posted on the login page on meeting day.

🧠 The Analogy

Think of this proxy statement as a company's annual report card for shareholders, combined with a permission slip. It tells you who is running the company (the board nominees), how well the teachers (executives) are being rewarded (compensation), and asks you to approve the school's auditor (the accounting firm). You, as a part-owner, get to grade and give feedback, even if you're not in the classroom for the meeting.

🧩 Final Takeaway

Aclaris Therapeutics is holding its virtual annual meeting on June 4, 2026. Shareholders as of April 14 need to vote on re-electing two experienced directors, giving an advisory thumbs-up on executive pay, and ratifying their auditor. The board structure combines deep company knowledge with independent oversight, aiming to guide the biopharma company through its development challenges.