🧾 What This Document Is 📜

This document is a Definitive Proxy Statement for Scholar Rock Holding Corporation's 2026 Annual Meeting of Stockholders. In simple terms, this document is a detailed information packet mailed out to shareholders before the annual meeting. It explains what matters must be voted on, introduces the company’s leadership, and outlines the rules of corporate governance.

👉 The core purpose is to guide shareholders on voting their proxies for four key governance topics: electing directors, approving the external auditor, and commenting on executive compensation.

🏢 What Scholar Rock Does 🧬

Scholar Rock Holding Corporation is a biopharmaceutical company operating out of Cambridge, Massachusetts. While the proxy statement does not detail its specific drug pipeline, its structure shows that it maintains extensive operations focused on life sciences and drug development.

👉 The company is managed by experienced executives who have deep backgrounds in the pharmaceutical industry, suggesting a focus on high-level R&D and commercializing novel therapies.

📅 Annual Meeting Logistics & Voting 🗓️

The Annual Meeting of Stockholders is scheduled for June 4, 2026, at 12:00 noon Eastern Time. The meeting will be held entirely online (via www.virtualshareholdermeeting.com/SRRK2026), meaning physical attendance is not an option.

👉 Stockholders of record at the close of business on April 10, 2026, are entitled to vote. The deadline for all proxy submissions (online, phone, or mail) is 11:59 p.m., Eastern Time, on June 3, 2026.

🗳️ Director Elections (Proposal 1) 🧑‍⚖️

The Board of Directors is seeking shareholder votes to elect four new Class II directors to serve three-year terms, expiring at the 2029 Annual Meeting. The current nine-member Board is divided into three classes: Class II (David Hallal, Kristina Burow, Michael Gilman, Katie Peng), Class III (Richard Brudnick, Jeffrey S. Flier, Akshay Vaishnaw), and Class I (Srinivas Akkaraju, Joshua Reed).

• The Recommendation: The Board of Directors recommends voting “FOR” the election of all four Class II nominees: David Hallal (Chair), Kristina Burow, Michael Gilman, Ph.D., and Katie Peng.
• Why it matters: Since directors are elected by a plurality of votes (meaning the four with the most "FOR" votes win), this vote determines the board's direction and oversight.
• Key Expertise: The nominees bring significant, specialized experience, including Kristina Burow’s history with biotech investments and Michael Gilman’s background as a CEO at several drug development companies.

⚖️ Auditor Ratification (Proposal 2) 💰

This proposal asks stockholders to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. This is a key element of corporate accountability.

• The Change: Deloitte & Touche LLP has served as the auditor since June 3, 2025, taking over from Ernst & Young LLP, which declined to stand for re-election after providing services through the Form 10-Q for the quarter ended March 31, 2025.
• The Stakes: Although shareholder approval is not technically required to appoint the auditor, the Board views the vote as a matter of good corporate governance.
• Audit Fees: The filings show detailed fees:
  • 2025 Fees (Deloitte & Touche LLP): Total fees were $1,929 thousand, consisting of $1,172 thousand in Audit fees and $757 thousand in Tax fees.
  • 2024 Fees (Ernst & Young LLP): Total fees were $975 thousand, consisting of $866 thousand in Audit fees and $109 thousand in Tax fees.
• Why it matters: The audit committee must approve all external financial service providers, and choosing the right auditor is critical for ensuring the accuracy and integrity of the company's financial reports.

💸 Executive Pay (Proposal 3) 📈

This proposal, known as the "Say-on-Pay" vote, allows stockholders to vote on whether they approve of the compensation packages for the named executive officers.

• The Nature of the Vote: It is explicitly stated that this vote is non-binding and advisory. This means the vote cannot force the Board to change anything.
• The Board's Stance: Despite being advisory, the Board emphasizes that they do value shareholder opinion and will consider the outcome when making future compensation decisions.
• Why it matters: Even if the vote is non-binding, it is a key way that shareholders signal their overall satisfaction with the company's leadership pay structure and incentives.

🏛️ Board Oversight & Governance 🧐

The company’s corporate governance structure is designed to ensure accountability and oversight. This section outlines the rules for how directors are selected, how conflicts are handled, and the structure of the Board’s committees.

• Director Independence: The Board determined that all members, except CEO David Hallal and President of R&D Akshay Vaishnaw, are considered "independent directors" under Nasdaq and SEC rules. This is a critical compliance point, ensuring unbiased oversight.
• Committee Formation: The Board has established four core committees, each with specific responsibilities:
  • Audit Committee: Chaired by Joshua Reed. Its job is to review the financial statements, approve the independent accounting firm, and oversee internal controls.
  • Compensation Committee: Chaired by Kristina Burow. This group handles reviewing and approving compensation packages for executives and directors.
  • Nominating and Corporate Governance Committee: Chaired by Jeffrey Flier. This committee develops criteria for and recommends candidates for Board membership.
  • Science, Innovation, and Technology Committee: Chaired by Jeffrey Flier. This specialized committee provides general oversight of R&D activities and guides the company's long-term scientific strategy.

👥 Key Leadership & Roles 💡

The executive management team is composed of highly experienced professionals, primarily with backgrounds in the biopharmaceutical sector.

• David Hallal (CEO & Chairman): Served as CEO of Scholar Rock since April 2025 and Chairman since July 2017. His background includes senior leadership roles at Alexion Pharmaceuticals and serving as CEO/Chairman for companies like ElevateBio, LLC.
• R. Keith Woods (COO): Has over three decades of experience, most recently leading Argenx U.S. Inc. through a transition from an R&D organization to a global commercial one, overseeing launches like VYVGART.
• Vikas Sinha (CFO): Brings over 30 years of executive leadership experience. His career included CFO roles at ElevateBio, LLC and Alexion, where he oversaw massive growth (from $600 million to over $30 billion in market cap).
• Rebecca McLeod (Chief Brand Officer & U.S. General Manager): This role is critical for the anticipated U.S. commercial launch of apitegromab for Spinal Muscular Atrophy (SMA), requiring her to establish the global brand strategy across multiple regions.
• Mo Qatanani, Ph.D. (Chief Scientific Officer): Joined Scholar Rock in September 2021, bringing a Ph.D. and significant background in research from institutions like Alexion and Merck & Co., Inc.

📞 Voting Resources & Contacts ✉️

The filing provides detailed instructions on how and when stockholders must cast their votes.

• Voting Methods: Shareholders can vote via telephone (1-800-690-6903), the Internet (www.proxyvote.com), or by mail.
• Important Deadlines: All votes must be received by June 3, 2026.
• Corporate Secretary: Written notices of revocation or subsequent proxy cards must be hand-delivered or sent to the Corporate Secretary at: Scholar Rock Holding Corporation, 301 Binney Street, 3 rd Floor, Cambridge, Massachusetts 02142, Attention: Legal.

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🧠 The Analogy

Think of the Annual Meeting like a corporate board meeting where the management team is asking the owners (the shareholders) for approval on the company's operating rules. The board isn't just giving updates; it's asking for votes to formally approve who runs the company (Directors), who audits the books (Accountants), and whether the pay scale is fair and appropriate (Executive Pay). This structure ensures the owners keep a constant, formalized check on the powerful management team.

🧩 Final Takeaway

This proxy statement is primarily a governance document that directs shareholder votes on core corporate structure, ensuring that the Board of Directors, the external auditors, and executive pay are all formally approved for the next year. Shareholders must pay attention to the election dates, as they govern who has oversight over the company’s future.