🧾 What This Document Is 📜

This document is a Proxy Statement (DEF 14A), which is essentially an official information packet sent to shareholders before a big vote. Think of it as the rulebook and instruction manual for the company’s annual meeting. It doesn't contain financial results for the year, but rather information about who gets to make the decisions and how those decisions will be made.

The core purpose is to make sure stockholders are informed before they vote on critical corporate matters. The Annual Meeting is scheduled for Thursday, June 4, 2026, and it will be held virtually.

👉 Key Takeaway: If you own stock, this is the document you need to read to understand exactly what you are voting on, who is running for the board, and how the company is governed.

🏢 What Pulmonx Corporation Does 🌬️

Pulmonx Corporation is a medical technology company (though specific details on its core products are general in this filing, the context suggests a focus on medical devices and health). It is headquartered at 700 Chesapeake Drive, Redwood City, California, and can be reached at (650) 364-0400.

The company’s business model relies on maintaining strong corporate governance, ensuring that the leadership team and the board of directors are equipped with deep experience in the healthcare and medical device sectors.

👉 Why it matters: Because Pulmonx operates in the highly regulated medical device industry, the governance structure (who controls the company and how it is overseen) is critically important to its perceived stability and trustworthiness by investors.

🗳️ The Annual Meeting Agenda & Voting Mechanics 🗓️

The company has structured its Annual Meeting to address four specific purposes: electing three directors, ratifying the external accounting firm, conducting a non-binding advisory vote on executive pay, and handling other business.

The formal voting process is highly structured, giving voters specific rules they must follow to ensure their vote counts.

• Record Date: The board fixed the close of business on April 7, 2026, as the record date. To participate in the vote, you must have been a stockholder by this date or hold a legal proxy.
• Total Outstanding Shares: As of the Record Date, there were 42,237,203 shares of Pulmonx common stock outstanding and entitled to vote.
• Voting Priority: Shareholders are entitled to one vote per share. The company stresses that even if you plan to attend, casting your vote in advance is highly encouraged to ensure your vote is represented.

👨‍💼 Board Structure & Independence ⚖️

Corporate governance is the system by which a company manages itself and makes decisions. Pulmonx emphasizes that it is committed to good governance, which includes maintaining a high level of board independence.

• Governance Goal: The company aims to have a balanced and effective board structure, which is supported by having an independent Board Chair and separating the role of the Board Chair from the Chief Executive Officer (CEO).
• Independence Status: Pulmonx confirms that a majority of its directors meet the "independent" requirements set by the Nasdaq Stock Market. The board determined that Messrs. Burns, Ferrari, Florin, and Mead, along with Mses. Garinois-Melenikiotou and Sullivan, are independent directors.
• Board Chair: The board has an independent Chair, Mr. Dana G. Mead, Jr., who has the authority to set meeting agendas and preside over Board meetings.
• Oversight Role: The Board has a formal responsibility to oversee significant risks—including strategic, operational, financial, cybersecurity, and legal risks—and receives regular reports on these from senior management.

✨ Director Nominations & Qualifications 👤

The board is divided into three classes of directors, with staggered three-year terms. At the 2026 Annual Meeting, three directors (all from Class III) are standing for election: Thomas W. Burns, Georgia Garinois-Melenikiotou, and Dana G. Mead, Jr.

• Class III Nominees (for 3-year term expiring in 2026):
  • Thomas W. Burns (age 65): He has extensive experience in the medical technology industry, serving as CEO and Chairman of Glaukos Corporation since March 2002.
  • Georgia Garinois-Melenikiotou (age 66): Her background includes senior leadership roles at Johnson & Johnson and Executive Vice President roles at The Estée Lauder Companies, giving her expertise in global consumer marketing.
  • Dana G. Mead, Jr. (age 66): He brings deep experience in the healthcare sector, having served as CEO of HeartFlow, Inc., and having previously served on boards for other medical device companies.
• Existing Directors: The board also highlighted the qualifications of the directors continuing to serve on the board, noting specialized expertise in medical device development, provider services (Tiffany Sullivan), and finance/accounting (Daniel P. Florin).

👉 Why it matters: The sheer depth of experience listed—spanning large global companies, medical device manufacturing, and financial roles—shows the company is intent on having a highly knowledgeable and experienced oversight committee.

🤝 The Committee Structure and Functions 🛠️

The Board delegates key oversight responsibilities to three specialized committees. These committees ensure that specific, critical aspects of the business are monitored independently.

• 1. Audit Committee: This committee is responsible for overseeing the financial reporting process, reviewing internal controls, and overseeing the independent auditors.
  • Expertise: They determined that Mr. Daniel P. Florin qualifies as an "audit committee financial expert."
  • Action: The committee reviewed the audited financial statements for the fiscal year ended December 31, 2025, and recommended that they be included in the Annual Report on Form 10-K.
• 2. Compensation Committee: This committee manages the company's compensation philosophy, reviewing executive pay, overseeing director compensation, and ensuring compensation policies do not create undue risk-taking incentives.
• 3. Nominating and Corporate Governance Committee: This committee is tasked with identifying and evaluating potential directors, recommending board composition, and assessing the overall corporate governance guidelines of the company.

🧪 The Independent Accounting Review (BDO) 📑

The company must formally approve its independent registered public accounting firm (the external auditor) for the coming year. Pulmonx is seeking shareholder ratification of BDO USA, LLP, which has served as the auditor since 2011.

• Fee Report: The committee provided a financial comparison of the services rendered by BDO:
  • Total Fees (2025): $1,081 thousand
  • Total Fees (2024): $1,023 thousand
• Service Scope: The total fees cover Audit Fees (for annual and quarterly financial statements) and Tax Fees (for compliance, advice, and planning).
• Stance: The Audit Committee recommends voting "FOR" the continued retention of BDO for the fiscal year ending December 31, 2026, believing it is in the best interest of the stockholders.

💰 Executive Compensation Oversight 💸

This vote is known as a "say-on-pay" proposal. It is a non-binding advisory vote, meaning the vote results do not legally compel the Board to change anything, but they signal the shareholders' general opinion on the company’s pay structure.

• Goal: The compensation program is designed to align the pay of the named executive officers with the long-term interests of the stockholders.
• Recommendation: The Board and Compensation Committee recommend voting "FOR" the approval of the executive compensation, believing their policies support the company's objective of creating value for shareholders.
• Timing: If the vote is ratified, the next "say-on-pay" vote is expected at the 2027 Annual Meeting of Shareholders.

💹 Share Ownership and Major Holders 📈

This section lists the ownership stakes of key groups, including major institutional investors (beneficial owners) and company insiders (directors and named officers). This gives a snapshot of who holds the power to vote.

• Institutional Investors (Top Holders):
  • PRIMECAP Management Co/CA/: 4,864,191 shares (11.5%)
  • Morgan Stanley and Morgan Stanley Capital Services LLC: 3,390,737 shares (8.0%)
  • BlackRock, Inc.: 2,694,998 shares (6.4%)
• Management/Director Ownership: All executive officers and directors held a combined total of 3,356,100 shares (7.5%).

👉 Why it matters: Major institutional investors like BlackRock and Morgan Stanley represent substantial voting power, making their continued interest in the company's governance and success critical.

📅 Voting Procedures and Key Dates 🔔

The filing provides extensive logistics on how and when stockholders can exercise their votes. This details the rules for participation.

• Method of Voting: Stockholders can vote virtually, by telephone, or by mail.
• Online Access: The Annual Meeting will be held at http://www.virtualshareholdermeeting.com/LUNG2026.
• Control Number: To access the meeting and vote, you must use your 16-digit control number.
• Quorum: For the meeting to be valid, a quorum (a majority of the voting power of outstanding shares) must be present or represented by proxy. The Secretary's email for inspection of the stockholder list is [email protected].
• Final Results: Final voting results are expected to be published in a current report on Form 8-K within four business days after the Annual Meeting.

💡 Why Governance Matters 🧠

This Proxy Statement is a masterclass in corporate governance. It details the guardrails Pulmonx has put in place—policies, committees, and procedures—to ensure that the company’s leaders are accountable and that major decisions are reviewed by independent experts.

The fact that the board highlights its independence, its commitment to ethical conduct (through the Code of Business Conduct and Ethics), and its specific committee duties shows an effort to build trust and transparency with the investment community.

🧠 The Analogy

Think of the corporate Board of Directors as the captain's council on a major ship. The CEO is the captain steering the ship day-to-day. The Proxy Statement is like the crew manual, which tells every single passenger (stockholder) who is on the council, what each committee is responsible for (finance, safety, hiring), and what the biggest decisions are that the whole crew has to vote on before the journey can continue.

🧩 Final Takeaway

This proxy statement outlines the mandatory votes for the 2026 Annual Meeting, centering on electing directors and ratifying key service providers like BDO. The most important takeaway is understanding that the corporate governance structure is designed to maintain accountability and maximize shareholder trust through rigorous oversight and transparent reporting.