🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Clene Inc. It's a formal notice sent to shareholders before the annual meeting. Its job is to explain what shareholders will vote on and provide the necessary details for them to make informed decisions. Think of it as the company's official agenda and voter guide for its owners.

The key meeting details:

• When: Thursday, May 21, 2026, at 11:00 a.m. Mountain Daylight Time.
• Where: 6550 South Millrock Drive, Suite G50, Salt Lake City, Utah 84121.
• Record Date: March 25, 2026. Only shareholders on this date can vote.
• How to Vote: Online at www.proxyvote.com, by phone, by mail, or in person at the meeting.
• Vote Deadline (Online/Phone): 11:59 p.m. Eastern Time on May 20, 2026.

🏢 What The Company Does

👉 In simple terms, Clene is a clinical-stage biopharmaceutical company. They focus on developing novel therapies for neurodegenerative diseases, like amyotrophic lateral sclerosis (ALS) and multiple sclerosis (MS). Their work involves research, clinical trials, and eventually aiming to commercialize new medicines.

🗳️ The Four Proposals You're Voting On

Here's the ballot for the annual meeting. The Board recommends voting "FOR" on all four items.

1. Proposal 1: Elect Three Directors

   • Who: Robert Etherington (CEO), Shalom Jacobovitz, and Alison H. Mosca.
   • Term: Three years, until 2029.
   • Vote Needed: "Plurality" – the nominees with the most votes win.
   • Why it matters: This vote shapes the leadership and oversight of the company. The CEO and independent directors bring key industry and financial expertise.

2. Proposal 2: Ratify the Auditor

   • What: Approve Deloitte & Touche LLP as the independent accounting firm for 2026.
   • Vote Needed: Majority of votes cast.
   • Why it matters: This is a routine but important check. Shareholders confirm the selection of the firm that will audit the company's financial statements.

3. Proposal 3: Approve Executive Compensation (Advisory "Say-on-Pay")

   • What: A non-binding vote to approve the pay packages for top executives.
   • Vote Needed: Majority of votes cast.
   • Why it matters: It's a way for shareholders to voice their opinion on whether the leadership's pay aligns with company performance. Last year, 96.4% of votes were in favor.

4. Proposal 4: Increase the Stock Plan Share Reserve

   • What: Add 1,000,000 new shares to the company's employee stock plan (from 3.22M to 4.22M shares).
   • Vote Needed: Majority of votes cast.
   • Why it matters: The company says it needs more shares to attract and retain talent in a competitive industry. Currently, only about 197,000 shares are left in the plan. This will increase potential dilution for existing shareholders.

👥 Who's on the Board?

The Board is split into three classes with staggered three-year terms. The company argues this structure supports long-term strategy, which is crucial for drug development.

Class III Nominees (up for election):

• Robert Etherington (Age 59): President & CEO since 2013. Over 30 years in pharma commercialization.
• Shalom Jacobovitz (Age 65, Independent): Former CEO of CiVi Biopharma, now at Idorsia Pharma. Deep industry experience.
• Alison H. Mosca (Age 53, Independent): Managing Director & CEO of a family office, with a strong finance and accounting background (CPA).

💰 Executive Compensation Highlights

The "Summary Compensation Table" shows total 2025 pay for the Named Executive Officers (NEOs):

• Robert Etherington (CEO): $1,166,192 (Includes $751,000 salary, no stock awards, no option awards, $415,192 "All Other Compensation").
• Mark Mortenson (CSO): $621,081 (Includes $460,000 salary).
• Morgan R. Brown (CFO): $593,255 (Includes $440,000 salary).

👉 The big picture: A significant portion of executive pay comes from salary. The "All Other Compensation" for the CEO is substantial and likely includes benefits and perquisites.

📈 The Stock Plan & Dilution Details

The proposed plan amendment is a major focus. Here’s what shareholders need to know:

• Current Overhang: The "fully-diluted overhang" (a measure of potential dilution from all outstanding and available equity) is 22.0%.
• If Approved: The overhang would increase to 26.8%.
• Burn Rate: The company's 3-year average "burn rate" (how fast it uses up plan shares) is 9.99%, which is above typical industry medians.

👉 Why it matters: Approving more shares gives the company flexibility to reward employees but directly increases the potential dilution of existing shareholders' ownership. The Board argues it's necessary for competitiveness.

📞 Contact Information

For questions about the meeting or to request documents:

• Phone: (801) 676-9695
• Email: [email protected]
• Mail: Clene Inc., 6550 South Millrock Drive, Suite G50, Salt Lake City, Utah 84121, Attention: Investor Relations

🧠 The Analogy

Clene's annual meeting is like a major family business reunion. The proxy statement is the meeting agenda and background packet sent to all the family members (shareholders). You'll vote on who sits on the family council (the Board), approve the outside accountant (ratifying the auditor), give a thumbs-up on how the senior family members are compensated, and decide whether to create more family partnership units to grant to the next generation to keep them involved and motivated—knowing that means everyone's slice of the family pie gets a little smaller.

🧩 Final Takeaway

This proxy is centered on governance and resources. Shareholders are being asked to renew the leadership team's mandate, approve the financial watchdog, endorse the executive pay philosophy, and most critically, decide whether to significantly expand the employee stock pool—a move that supports talent retention but increases potential ownership dilution. The emphasis on a classified board and long-term stock plans underscores the company's focus on the multi-year timeline required for drug development.