🧾 What This Document Is 🤖

This is a Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders. Think of this document as the rulebook for your annual meeting. Its entire purpose is to inform you about the important corporate decisions the board of directors wants you, the shareholder, to vote on.

👉 The primary actions requiring your vote are electing two directors and approving the accounting firm.

The proxy statement also outlines the company’s corporate governance structure, detailing who is on the board, how they are compensated, and what policies govern the company's actions.

🏢 What The Company Does 🧬

Aura Biosciences, Inc. is a biopharmaceutical company focused on developing novel therapies for various cancers. As an emerging growth company, it is working to bring promising drugs through the lengthy, complex process of development and commercialization.

👉 The company's core business revolves around research and developing new treatments, which is highly specialized, complex, and expensive work.

The company’s primary executive office address is 80 Guest Street, Boston, MA 02135.

📅 Meeting Details & Voting Logistics 💻

The 2026 Annual Meeting of Stockholders is scheduled for June 11, 2026, at 9:30 a.m. Eastern Time. Critically, this meeting will be held entirely virtually.

👉 To vote, shareholders must visit the specific virtual link provided and use their unique 16-digit control number.

• Record Date: Only stockholders of record at the close of business on April 15, 2026, are entitled to vote.
• Voting Access: The materials and notice are being provided electronically ("Internet Availability"). The Notice of Internet Availability is planned for mailing on or about April 20, 2026.
• Voting Options: Shareholders can vote using four methods: Internet (at www.ProxyVote.com), during the live virtual meeting, by telephone (1-800-690-6903), or by mailing a signed proxy card.

🗳️ Election of Directors & Proposals 🧑‍⚖️

The proxy statement details two key proposals requiring shareholder votes, which govern the direction of the company's leadership.

🗳️ Proposal No. 1 – Election of Class II Directors

The board has nominated two individuals, Teresa Marie Bitetti and David Johnson, for election as Class II directors, positions that are set to expire at this Annual Meeting.

👉 If elected, these directors will serve a new three-year term ending at the annual meeting in 2029.

• Board Structure Change: The Board currently has seven members, but it is noted that Karan Takhar, a current Class II director, will not stand for re-election at the Annual Meeting. The Board anticipates its size being reduced to six directors upon the meeting's conclusion.
• Recommended Vote: The Board recommends voting “FOR” the election of Teresa Marie Bitetti and David Johnson.
• Director Expertise: The statement provides extensive bios, highlighting the professional accomplishments of the nominees, including experience in large oncology units (Takeda, Bristol Myers Squibb) and major biopharmaceutical deals (VelosBio Inc. acquisition by Merck & Co. for $2.75B).

📄 Proposal No. 2 – Ratification of the Accountant

Stockholders are asked to ratify the appointment of Ernst & Young LLP (EY) as Aura’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 Although shareholder approval is not legally required for the appointment, the Board suggests it for good corporate governance.

• Historical Fees: The total fees incurred from EY for 2025 were $1,140,353, significantly higher than the $894,255 total fees spent in 2024.
• Audit Fees: The audit fees alone increased from $714,113 (in 2024) to $867,768 (in 2025).

🧑‍💼 Executive Leadership & Governance 🏛️

This section covers the corporate governance structure, detailing the roles of the officers and the function of the Board's committees.

• Leadership Separation: The Board has separated the roles of Chief Executive Officer (CEO) and Chairperson of the Board, with David Johnson serving as the current Chairman. The Board states this separation is a commitment to good corporate governance.
• Key Officers: Elisabet de los Pinos, Ph.D. serves as the CEO, President, and Director. She founded the company in 2009.
• Director Tenure: The Board is divided into three classes (I, II, and III) with directors serving staggered three-year terms.
• Board Committees: Three key committees were established:
  • Audit Committee: Chaired by Sapna Srivastava, Ph.D. This committee oversees financial reporting and internal controls.
  • Compensation Committee: Chaired by Giovanni Mariggi, Ph.D. This committee handles executive and director compensation.
  • Nominating and Corporate Governance Committee: Chaired by Antony Mattessich. This committee develops criteria and identifies potential candidates for the Board.

💲 Director Compensation Policies 💰

The compensation policies for directors are detailed, showing how the Board rewards its non-employee members for their time and expertise.

• 2025 Compensation: The total compensation for the non-employee directors in 2025 was:
  • Teresa Marie Bitetti: $283,562
  • David Johnson: $235,331
  • Antony Mattessich: $214,891
  • Sapna Srivastava, Ph.D.: $213,271
  • Note: Dr. Mariggi (Compensation Committee) and Mr. Takhar (Class II Director) waived all compensation for 2025.
• Amended Policies (Increases): The Board approved an amendment and restatement of the non-employee director compensation policy in June 2025, increasing key awards:
  • Initial RSU Award: Increased from 21,000 shares to 26,000 shares.
  • Annual RSU Award: Increased from 10,500 shares to 13,000 shares.

⚖️ Governance and Compliance Policies 🔒

The company maintains several policies to ensure ethical behavior and protect the company and its investors.

• Insider Trading: Aura has adopted an Amended and Restated Insider Trading Policy. This policy expressly prohibits derivative transactions of the stock by directors or officers.
• Clawback Policy: The Compensation Committee has adopted a clawback policy. This means that if the company has to restate its financial statements due to noncompliance with securities laws, the company must recover incentive-based compensation from current or former executive officers received in the three-year period leading up to the restatement.
• Code of Conduct: The company enforces a Code of Business Conduct and Ethics for all directors, officers, and employees.
• Whistleblower Hotline: The company provides a toll-free telephone number (877-554-1974) for the confidential, anonymous submission of concerns regarding accounting or internal controls.

🚀 Key Takeaways & Next Steps ⏭️

This filing gives investors a deep dive into the mechanics of corporate oversight. It confirms the Board’s stability and provides detailed transparency on director pay, ensuring you know where to look for more information.

• Upcoming Meeting: Annual Meeting on June 11, 2026.
• Key Contact Information: Questions can be submitted by writing to the Corporate Secretary at Aura Biosciences, Inc., 80 Guest Street, Boston, MA 02135, or via email to [email protected].

🧠 The Analogy

Think of a proxy statement like the annual playbook for a highly professional sports team. It doesn't show the game footage (that would be the quarterly earnings report); instead, it details who the captains are (the board members), what rules they operate under (governance policies), who is getting paid for their spot on the roster (compensation), and which players are running for re-election (director nominees). Every vote cast helps decide the team’s playbook and direction for the next season.

🧩 Final Takeaway

This document is fundamentally about governance. Shareholders must vote on electing two Class II directors and ratifying the auditor, showing deep attention to structure, ethics, and the continuity of leadership at Aura Biosciences.