📄 What This Document Is

This is a PRELIMINARY PROXY STATEMENT (PRE 14A) for Climb Bio, Inc. Think of it as an invitation and an instruction manual for the company's annual shareholder meeting. It's "preliminary" because the final details might still be tweaked.

👉 In simple terms: The company is asking its owners (shareholders) to vote on several important company decisions. This document explains what those decisions are and recommends how to vote.

🗓️ Meeting Details:

• Date & Time: Friday, June 5, 2026, at 9:00 a.m. Eastern Time.
• Location: Virtual only, at www.proxydocs.com/CLYM. No in-person attendance.
• Who Can Vote: Shareholders as of the close of business on April 7, 2026.

🧬 What Climb Bio Does

👉 In simple terms: Climb Bio is a biotechnology company. It discovers and develops new medicines, focusing on treatments for serious diseases, likely in areas like immunology and inflammation.

Key Context: The company describes itself as an "emerging growth company" and a "smaller reporting company," which means it's relatively young and has certain relaxed reporting rules with the SEC.

🗳️ The Four Proposals You're Voting On

Shareholders are being asked to vote on four main items. The Board of Directors recommends voting FOR all of them.

1. 👥 Elect Two Directors

• Who: Alexander (Bo) Cumbo and Douglas Williams, Ph.D.
• Term: If elected, they will serve until the 2029 annual meeting.
• Why it matters: Directors oversee the company's management and strategy. These two are experienced biotech executives being put up for re-election to continue their service.

2. 📚 Ratify the Company's Auditor

• Who: PricewaterhouseCoopers LLP (PwC)
• For the year ending: December 31, 2026.
• Why it matters: This is a routine "check the box" proposal. Shareholders get to approve the choice of the accounting firm that will audit the company's financial books.

3. ✏️ Change the Company's "Constitution" (Certificate of Incorporation)

• The Change: To add a specific rule allowing directors to be removed for "cause."
• Why it matters: This is a governance change. Currently, directors might only be removable by a shareholder vote for reasons not specified. Adding a clear "for cause" provision (like misconduct) gives the company more flexibility to address serious issues with board members.

4. 💎 Amend the Employee Stock Plan

• The Change: To the 2021 Equity Incentive Plan.
• What it does: It changes the calculation for the annual increase in shares available for employee stock awards to include "prefunded warrants."
• Why it matters: This is a technical but important change. It helps the company manage its pool of shares for employee compensation more effectively, ensuring it can continue to attract and retain talent by offering stock options.

👥 Meet the Board & Leadership

The board is split into three classes with staggered 3-year terms. Here’s the current team:

Class II (Up for election in 2026):

• Douglas Williams, Ph.D. (Chair): Seasoned biotech R&D leader, former CEO of Codiak BioSciences.
• Alexander (Bo) Cumbo: CEO of Solid Biosciences, extensive commercial experience at Sarepta and Vertex.

Class III (Term expires 2027):

• Aoife Brennan, M.B., Ch.B. (President & CEO): Current CEO, former CEO of Synlogic.
• Andrew Levin, M.D., Ph.D.: Co-founder, Partner at RA Capital Management.
• Kimberlee Drapkin: Former CEO of Graphite Bio, financial expert.

Class I (Term expires 2028):

• Judith Dunn, Ph.D.: R&D executive with experience at Roche and Fulcrum Therapeutics.
• Stephen Thomas, Ph.D.: CEO of Sera Medicines, former CEO of Tenet Medicines (acquired by Climb Bio).

👉 Governance Note: The Board Chair (Dr. Williams) and CEO (Dr. Brennan) are separate roles. The board has determined that 4 of its 7 members are "independent" under stock exchange rules.

📊 Key Financial & Governance Details

• Auditor Fees: The proxy will detail fees paid to PwC, which are overseen by the Audit Committee (chaired by Kim Drapkin).
• Executive Pay: Tables will show compensation for named executives like CEO Aoife Brennan. As an "emerging growth company," Climb Bio provides less detailed pay disclosure than larger firms.
• Related Party Transactions: The document discloses business dealings with entities connected to directors or major shareholders (e.g., agreements from the acquisition of Tenet Medicines).
• Stock Ownership: A table will show how many shares are owned by directors, executives, and major shareholders, aligning their interests with other investors.

⚖️ Strengths & Risks at a Glance

• 👍 Strengths: A board with deep biotech experience in R&D, commercialization, and finance. Clear governance structures are in place (separate Chair/CEO, independent committees).
• ⚠️ Risks: As a clinical-stage biotech, its success hinges on risky drug development. The proposals to change the charter and stock plan, while presented as administrative, shift certain controls and resources.

🧠 The Analogy

Think of this proxy statement as the agenda and background packet for a crucial annual owners' meeting of a high-tech startup. The "owners" (shareholders) are being asked to: re-approve the board members (the "steering committee"), sign off on the company's bookkeeper (the auditor), update the club bylaws (charter amendment), and adjust the employee bonus pool rules (stock plan).

🧩 Final Takeaway

Climb Bio is holding its virtual annual meeting and asking shareholders to approve routine and procedural updates to maintain smooth governance and operations. While no transformative business strategy is being voted on, these items are essential for the company's foundational framework and its ability to incentivize the team building its science.