🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Cardiff Oncology is sending this to its shareholders ahead of the annual meeting to explain what will be voted on and provide important company information. Think of it as an agenda and info packet for the company's annual shareholder gathering.

👉 Why it exists: Shareholders own the company, but they can't all attend meetings. This document lets them know what decisions are being made and allows them to vote by proxy (appointing someone else to vote for them).

📅 Key Date: The annual meeting is on June 11, 2026.

🏢 What The Company Does

👉 In simple terms... Cardiff Oncology is a clinical-stage biopharmaceutical company. They are focused on developing new treatments for cancer, specifically by using a technology called oncolytic virus therapy (viruses engineered to attack cancer cells).

They are a smaller, research-focused company and are not yet selling approved drugs. Their work is in the development stage, which is typical for biotech firms.

🗳️ The Four Proposals to Vote On

Shareholders will vote on four main items:

1. ** elect six directors to the Board.** The board provides oversight and strategic direction.
2. Ratify the company's auditor. This is a routine vote to approve BDO USA, P.C. as the accounting firm for 2026.
3. Increase the company's equity incentive plan. This is a key proposal. They want to add 3 million new shares (raising the total from 12,150,000 to 15,150,000) to the pool of stock options and awards they can give to employees and directors as compensation.
4. Approve executive compensation (an advisory vote). This is a non-binding "say on pay" vote where shareholders can express their opinion on the pay packages for the top executives.

👉 Why it matters: Proposals 1 and 3 directly impact company leadership and their ability to attract talent. Proposal 3, in particular, can be sensitive because issuing new shares can dilute existing shareholders' ownership.

👥 Board of Directors & Governance

The board has six nominees up for election. Key points:

• Leadership Structure: The CEO and Board Chair roles are separate. Dr. Mani Mohindru is the CEO, and Dr. Rodney S. Markin is the independent Board Chair.
• Independence: Five of the six director nominees are considered "independent" under Nasdaq rules.
• Committees: The board has three key committees: Audit, Compensation, and Corporate Governance/Nominating. Each is made up of independent directors.
• Attendance: In 2025, the full board met 18 times, and all directors attended over 90% of meetings.

💼 Executive & Director Compensation

This section details how the leaders are paid.

Director Pay (2025):

• Cash Retainer: $65,000 - $105,000 annually, plus extra for committee roles.
• Equity: Each non-employee director received stock options worth about $106,670 (grant date fair value).
• Total 2025 Compensation: Ranged from $175,670 to $225,670 per director.

Named Executive Officers & Stock Ownership: The filing lists the top executives and their stock holdings. As of April 20, 2026:

• Total shares outstanding: 68,369,896.
• Largest individual shareholder: Dr. Mark Erlander, the former CEO (who left in Jan 2026), with 3.1% ownership (including options).
• Directors & officers as a group own 8.5% of the company.
• Major institutional shareholders: BlackRock (5.6%) and Vanguard (5.5%).

📊 Key Financial Details

While this is not an earnings report, it discloses fees paid to the auditor:

• Audit Fees for 2025: $498,096 paid to BDO USA, P.C.
• The company has a formal policy where the Audit Committee must pre-approve all services from the auditor to ensure independence.

🔮 What's Next

The primary "what's next" is the June 11, 2026 Annual Meeting. The outcome of the votes will determine the board composition, approve the auditor, potentially expand the equity plan, and give an advisory signal on executive pay. The company's progress will continue to depend on the clinical development of its cancer therapies.

⚖️ Big Picture

👍 Strengths:

• Experienced board with deep biopharma and clinical expertise.
• Established governance structure with independent oversight.
• Clear proposals to maintain operational flexibility (equity plan increase).

⚠️ Risks:

• As a clinical-stage biotech, the company's success hinges entirely on the success of its research and clinical trials.
• The increase in the equity plan could lead to shareholder dilution.
• The company is led by an interim-turned-permanent CEO, signaling a recent leadership transition.

🧠 The Analogy

Think of Cardiff Oncology as a high-stakes research lab. The shareholders are the lab's funders. This proxy statement is the annual report on how the lab's directors (the board) are chosen, what the head scientists (executives) are being paid, and whether the funders approve using some of the lab's valuable "shares" (the equity plan) to reward the research team for their work. Everyone is waiting to see if the experiments (clinical trials) will lead to a breakthrough cure.

🧩 Final Takeaway

This proxy statement outlines the routine but crucial governance votes for Cardiff Oncology. The most significant item for shareholders to consider is the proposal to increase the equity incentive plan by 3 million shares, which is a tool to retain talent but also carries the risk of diluting existing ownership. The votes will solidify the leadership team and strategic direction for the coming year as the company advances its clinical programs.