📄 What This Document Is 📜

This document is a Proxy Statement (Form DEF 14A). Think of it as the official rulebook for an annual shareholder meeting. It was filed by PMV Pharmaceuticals, Inc. to ensure every stockholder knows exactly what is going to be voted on and how to participate. The main goal is to guide investors on corporate governance issues, such as electing board members and approving executive pay.

👉 Why it matters: This isn't a report on the company's financial performance; it’s a report on the company's structure and management. It tells you who runs the company, how they are paid, and what procedures stockholders must follow.

🏢 What The Company Does 🧬

PMV Pharmaceuticals, Inc. is a biopharmaceutical company. While the filing doesn't detail its specific drug pipeline, its core business model is centered on developing therapeutic treatments, which is typical for the life sciences industry. The company is headquartered at 400 Alexander Park Drive, Suite 301, Princeton, New Jersey 08540.

👉 Key Takeaway: PMV is fundamentally a clinical-stage biopharmaceutical player, meaning its value is tied to the science and the potential of its drug candidates.

📅 Annual Meeting Logistics 🗓️

The annual meeting of stockholders is set for Thursday, June 4, 2026, at 10:00 a.m., Eastern. The meeting will be conducted exclusively via the Internet, meaning there will be no physical location.

• Record Date: To be eligible to vote, a stockholder must own the common stock as of the close of business on April 7, 2026.
• Voting Access: Proxy materials are being provided primarily over the Internet to streamline the process, which PMV states will "expedite stockholders’ receipt... while lowering the costs of our Annual Meeting and conserving natural resources."
• Voting Instructions: Stockholders can vote by Internet, Telephone, or by Mail. If voting electronically, proxies must be received by 11:59 p.m., Eastern, on Wednesday, June 3, 2026.

🗳️ Proposals Before Stockholders ⚖️

The Annual Meeting agenda includes four key items, but three require a shareholder vote. The board of directors recommends voting “FOR” all three matters.

• Election of Directors: Stockholders will vote to elect David H. Mack, Ph.D. and Laurie Stelzer as Class III directors, with terms running until the 2029 annual meeting.
• Executive Compensation: Stockholders will vote “FOR” the approval of the compensation of named executive officers. This is called a "non-binding advisory basis," which means the vote is highly recommended but not legally binding on the company.
• Auditor Ratification: Stockholders will vote “FOR” the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 What this means: This is your chance, as a shareholder, to vote on the most fundamental aspects of corporate management and accountability.

👥 Board Composition and Leadership Changes 👑

The board structure is highly regulated, and the company is undergoing a significant shift in leadership. Currently, the board has seven directors, which will be reduced to six after the Annual Meeting.

• Leadership Transition: Richard Heyman, Ph.D., who is currently the Chairperson of the Board, will see his term expire at the Annual Meeting. Laurie Stelzer will succeed him as the Chairperson of the Board, making her the new leader.
• Director Independence: The board determined that six out of seven directors—including Charles M. Baum, M.D., Ph.D., Kirsten Flowers, Carol Gallagher, Pharm.D., Laurie Stelzer, and Arnold Levine, Ph.D.—are "independent," meaning they do not have personal relationships that could compromise their objective judgment. David H. Mack, Ph.D., is not considered independent because he serves as the CEO.
• Diversity: The table notes the board has 3 female and 4 male directors.

🧪 Board Committees and Oversight 🛡️

The board operates using three key standing committees, each responsible for detailed oversight in specialized areas. This system helps ensure that management's actions are reviewed by independent experts.

• Audit Committee: This committee oversees the company's financial reporting process. It is chaired by Ms. Stelzer. Its key duties include selecting the independent auditor (Ernst & Young LLP), approving audit and non-audit services and fees, and reviewing the effectiveness of internal controls.
• Compensation Committee: This committee oversees compensation policies, plans, and benefits programs. It is chaired by Dr. Heyman, but following the Annual Meeting, Ms. Stelzer will take over the chairmanship.
• Nominating and Corporate Governance Committee: This committee advises the board on who should be nominated for future directors, reviews the company’s corporate governance practices, and evaluates potential changes to the board structure.

🧑‍💼 Executive Officers and Management Team 💼

The executive leadership team includes several highly experienced professionals who run the company day-to-day. The current executive officers are:

• David H. Mack, Ph.D.: President, Chief Executive Officer, and Director. He is a veteran in the biotech and life sciences fields, having previously served at companies like Affymetrix and Alta Partners.
• Michael Carulli: Chief Financial Officer (since January 2024). He previously worked at Celgene Corporation and served as Senior Vice President of Finance at PMV.
• Deepika Jalota, Pharm.D.: Chief Development Officer (since May 2023). She has extensive experience, having previously worked at Bayer HealthCare Pharmaceuticals.
• Robert Ticktin: General Counsel and Chief Operating Officer.

💵 Compensation and Director Fees 💸

Compensation policies are highly structured, ensuring that payment is tied to performance and adherence to corporate governance rules.

• Policies: The company has an Outside Director Compensation Policy. This policy outlines how non-employee directors are compensated.
• Director Options: Under this policy, each new non-employee director automatically receives an initial option to purchase 84,000 shares of common stock, which vests monthly over 3 years. They also automatically receive an annual option for 42,000 shares on the date of each annual meeting.
• Cash Retainers: Non-employee directors receive cash retainers for their services. These include a Base Director Fee of $40,000 and various additional fees based on committee roles (e.g., Audit Committee Chair gets an extra $15,000).

🌐 Corporate Governance Rules & Contacts 📞

This section provides essential administrative details, ensuring shareholders know how to interact with the company.

• Communication: Stockholders who wish to communicate directly with non-management directors must write letters to the General Counsel.
• Transfer Agent: For questions regarding stock ownership and voting instructions, stockholders can contact the transfer agent, Equiniti Trust Company, LLC, by phone at (800) 937-5449 or by mail to 55 Challenger Road, 2nd Floor, Ridgefield Park, New Jersey 07660.
• Corporate Secretary: The corporate secretary is listed as Robert Ticktin.
• General Counsel: The General Counsel is also Robert Ticktin.

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🧠 The Analogy 🎨

Think of the board of directors as a corporate ship captain. The Proxy Statement is the annual captain's address to the crew (the shareholders). It doesn't just tell them the ship's speed (financials), but rather who should sit in the command chairs (the directors), who will navigate the day-to-day operations (the officers), and how the captain's pay will be structured. Because the leadership is changing, the address spends significant time detailing the succession plan to ensure the ship doesn't lose direction.

🧩 Final Takeaway ✨

This document is a detailed internal playbook, not a financial report. It signals a major transition in corporate leadership, specifically the shift of the Board Chairperson from Richard Heyman, Ph.D., to Laurie Stelzer, ensuring continuous oversight of the company's critical governance functions.