📜 What This Document Is 🗳️

This is a Proxy Statement (DEF 14A), which is a required legal document filed by BioAge Labs, Inc. 📄. Think of it as the official instruction manual for the company's annual meeting. It doesn't report on the company's daily sales, but rather details the formal business that needs to be voted on by the stockholders.

👉 Why it matters: This statement tells shareholders exactly what they need to vote on, who the company's leaders are, and what corporate rules (governance) are in place. It guides owners on how to best exercise their right to vote.

🏢 BioAge Labs, Inc. Overview 🌐

While the proxy statement focuses heavily on corporate governance, we can confirm that BioAge Labs, Inc. is a public company that operates in the biotech and life sciences sector. The company structures its operations with a Board of Directors and an executive team to pursue strategic objectives.

👉 What to know: The company is listed on the Nasdaq Global Select Market, meaning it adheres to specific listing and corporate governance standards set by that exchange.

📅 Annual Meeting Details and Schedule 🗓️

The proxy statement formally invites shareholders to the 2026 Annual Meeting of Stockholders. This important annual gathering is where stockholders vote on the company's key governance matters.

• When and How: The meeting is scheduled for Wednesday, June 10, 2026, at 12:00 p.m. Eastern Time. The meeting will be held virtually.
• The Record Date: Only stockholders of record as of the close of business on April 16, 2026, are entitled to receive notice of and vote at the meeting.
• Invitation: The Board of Directors, including Chair of the Board Jean-Pierre Garnier, Ph.D., has determined that the matters to be considered are in the best interests of the Company and its stockholders.

🗳️ Election of Directors and Proposals ✅

The primary function of the meeting is for stockholders to cast their votes on proposed candidates and corporate resolutions.

• Agenda Item 1: Class II Directors: Stockholders will vote to elect three Class II directors, who will serve a three-year term. The candidates nominated are Patrick Enright, James I. Healy, and Rekha Hemrajani.
• Agenda Item 2: External Auditor: Stockholders will vote to ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Board Recommendation: The Board of Directors recommends voting “FOR” both the election of the three directors and the ratification of KPMG LLP.

🧑‍⚖️ Corporate Governance Structure and Committees ⚙️

Corporate governance refers to the system of rules, processes, and controls by which a company is directed and controlled. The Board of Directors has established several specialized committees to ensure the company is managed responsibly.

• Board Leadership Separation: The structure is robust, as the roles of Chief Executive Officer (CEO) and Chairperson of the Board are held by two different people.
  • CEO: Kristen Fortney, Ph.D. (focuses on day-to-day business).
  • Chairperson: Jean-Pierre Garnier, Ph.D. (leads the Board in providing independent oversight).
  • 👉 Why it matters: This separation is viewed as enhancing the CEO's accountability to the Board and strengthening the Board's independence from management.
• Committee Responsibilities:
  • Audit Committee: Chaired by Ms. Hemrajani, this committee oversees financial reporting, internal controls, and the performance of the independent auditor.
  • Compensation Committee: Chaired by Dr. Davidson, this committee evaluates and recommends executive compensation plans and policies.
  • Nominating and Governance Committee: Chaired by Dr. Healy, this committee is responsible for identifying, considering, and recommending candidates for the Board of Directors.

🛡️ Risk Oversight and Compliance Protocols 🚨

The Board of Directors has established detailed processes to manage potential risks, demonstrating a commitment to stability and security.

• Board Oversight: The Board is ultimately responsible for risk oversight. The Audit Committee helps with financial risk (like internal controls), and the Nominating and Governance Committee handles legal and regulatory risk.
• Cybersecurity: The Board recognizes the critical importance of protecting data and information technology systems. Oversight is managed by the Audit Committee, utilizing a Senior Director of Information Technology and the Chief Financial Officer.
• Director Independence: The Board confirmed that most directors are "independent," meaning they have no material relationship with the company that would interfere with their ability to judge impartially.
  • Exception: The Board determined that Kristen Fortney, Ph.D., and Eric Morgen, M.D. are the only directors who may not qualify as "independent directors."

💸 Executive Compensation and Policies 💵

The Compensation Committee manages how executive leaders are paid, ensuring policies are in place to protect shareholder value.

• Named Executive Officers (NEOs): The three principal NEOs are Kristen Fortney, Ph.D. (CEO and President), Eric Morgen, M.D. (COO), and Paul Rubin, M.D. (CMO).
• Compensation Changes (CEO): Kristen Fortney’s total compensation showed a significant change from 2024 to 2025:
  • In 2024, her total compensation was $12,226,906.
  • In 2025, her total compensation was $2,886,590.
  • 👉 Note: The compensation components (Salary, Non-Equity Incentives, Option Awards, All Other Compensation) must be reviewed carefully to understand the shift.
• Compensation Recovery (Clawback): The Board adopted a "Clawback Policy" to comply with SEC rules. This allows the company to recover incentive-based compensation if the company's financial statements are restated due to material noncompliance with securities laws.

🤫 Ethical & Trading Policies 📜

The company maintains strict rules governing behavior to protect the integrity of the market and the company itself.

• Insider Trading: BioAge Labs has an Insider Trading Policy that prevents any employee or officer from buying, selling, or disposing of the company's stock while they possess "material non-public information" (MNPI).
• Code of Conduct: A Code of Business Conduct and Ethics applies to all employees, officers, and directors, ensuring ethical behavior across the organization.
• Consultants: The Compensation Committee retained Alpine Rewards LLC ("Alpine") to provide services in 2025, including analyzing benchmarking data for executive compensation. The aggregate fees incurred in 2025 were $109,538.

🌐 How to Participate and Get Information ☎️

This section contains all the practical details for stockholders to participate in the meeting.

• Voting Mechanism: Stockholders can vote via the Internet, phone, or mail.
  • Internet: www.proxypush.com/BIOA
  • Phone: 1-866-390-6228
  • Virtual Link: www.proxydocs.com/BIOA
• Mailing Instructions: The company strongly encourages stockholders to vote by proxy, even if they don't attend the virtual meeting.
• Key Contacts:
  • For general stock ownership questions: [email protected]
  • For registered holders: Computershare Trust Company, N.A. at (800) 736-3001.
  • For corporate correspondence: BioAge Labs, Inc., c/o Corporate Secretary, 5885 Hollis Street, Suite 370 Emeryville, California 94608.

🧠 The Analogy

Thinking of a Proxy Statement is like being given the rulebook for a very formal board game. It doesn't tell you how to win the game (that’s the business plan), but it tells you who the referees are (the Board), who gets to vote on who (the Directors), and exactly what the rules are for making decisions (the governance committees).

🧩 Final Takeaway

This proxy statement is a governance blueprint, not a financial report. It primarily serves to ensure transparency by detailing the specific actions shareholders must approve, emphasizing robust oversight in areas like cybersecurity, executive pay, and compliance.