📑 What This Document Is ✉️

This document is a Proxy Statement (DEF 14A), which is essentially a mandatory informational packet sent by Taysha Gene Therapies, Inc. to its stockholders. Think of it as the company's formal homework assignment for its annual shareholder meeting.

👉 Why it matters: This statement doesn't report on the company's quarterly sales; instead, it tells stockholders exactly how the company is governed, who is running the show, and what decisions the shareholders will vote on.

The goal of the filing is to provide all details for the Annual Meeting of Stockholders, which is scheduled for June 1, 2026, and will be held virtually.

🏢 What Taysha Gene Therapies Does 🧬

Taysha Gene Therapies is a biopharmaceutical company focused on gene therapy. While the document does not provide extensive details on its product pipeline, its existence suggests it operates in the highly specialized and cutting-edge field of genetic medicine.

👉 In simple terms: The company is involved in developing therapies that target genetic diseases, using advanced methods to treat illnesses at the source of the DNA.

👥 The Board of Directors & Leadership 🧑‍💼

The Board of Directors is the group of people legally responsible for overseeing the company and making major strategic decisions. The structure and qualifications of these directors are heavily detailed in this proxy.

Leadership Structure:

• The Board is currently chaired by the Chief Executive Officer (CEO), Sean P. Nolan.
• The company explicitly states that combining the roles of CEO and Board Chair is deliberate. They believe this "provides a single, clear chain of command" to execute the company’s strategy.

Board Composition and Expertise: The Nominating and Corporate Governance Committee assesses that the Board as a whole possesses a "appropriate balance of professional and industry knowledge, financial expertise and high-level management experience."

• New Nominees (Class III): The Board recommends two incumbent directors, Sean P. Nolan and Laura Sepp-Lorenzino, Ph.D., for election.
  • Sean P. Nolan (age 58) has extensive experience in the biopharmaceutical industry, having been CEO since December 2022 and having previous roles at companies like AveXis, Inc.
  • Laura Sepp-Lorenzino, Ph.D. (age 65) has deep expertise in nucleic acid therapies, having served at major biopharma companies like Vertex and Intellia Therapeutics.
• Existing Directors: The Board also details the qualifications of current directors, such as Alison Long, M.D., Ph.D. (whose experience covers several gene therapy programs) and Phillip B. Donenberg, CPA (who brings financial expertise).

📜 Board Governance Rules & Oversight ⚠️

The Board must govern itself according to strict rules. This section details how the Board manages risks and ensures ethical behavior across the entire organization.

• Independence: Under Nasdaq listing standards, a majority of directors must be deemed "independent." The Board has affirmatively determined that Phillip B. Donenberg, Sean Stalfort, Alison Long, and Laura Sepp-Lorenzino are independent directors, meaning they have no disqualifying relationships with the Company.
• Risk Oversight: The Board monitors risk through its standing committees. The Audit Committee specifically oversees cybersecurity risk management and financial risk exposures.
• Internal Policies: The company has formal policies in place, including:
  • Code of Business Conduct and Ethics: Applies to all employees and directors.
  • Insider Trading Policy: Governs how officers and directors can buy or sell company stock to prevent illegal trading.
  • Hedging Policy: Prohibits employees from engaging in speculative transactions, such as short sales or using margin accounts, involving company stock.

🔍 Audit Committee Details 💰

The Audit Committee has the critical job of overseeing the company's financial reporting and financial audits. It is made up of three independent directors: Phillip B. Donenberg, Laura Sepp-Lorenzino, and Sean Stalfort.

👉 Responsibilities: This committee is responsible for selecting and reviewing the independent accounting firm, discussing financial results, and reviewing related party transactions.

• Audit Recommendation: The committee reviewed the audited consolidated financial statements for the fiscal year ended December 31, 2025, and recommended that these statements be included in the 10-K filing.
• Financial Expert: The Board determined that Mr. Donenberg qualifies as an "audit committee financial expert," based on his CPA status and CFO experience.

💹 Compensation Committee Details 💸

This committee oversees how the company compensates its executives and directors. It is composed of three independent directors: Phillip B. Donenberg, Alison Long, and Laura Sepp-Lorenzino.

• Role: The Compensation Committee reviews and approves the compensation strategy, evaluating performance and recommending compensation packages.
• Consultant Use: They engaged Aon plc as their compensation consultant, who advised on refining the company's compensation strategy.
• Delegation of Authority: During fiscal year 2025, the CEO, Mr. Nolan, was authorized by the committee to grant stock options to non-officer employees and consultants, exercising this authority to grant options to purchase an aggregate of 197,000 shares of common stock and 40,000 Restricted Stock Units (RSUs).

🌳 Nominating and Corporate Governance Committee 🧭

This committee is responsible for suggesting and evaluating potential candidates for the Board. It is comprised of Alison Long and Sean Stalfort.

• Core Functions: The committee identifies and reviews director candidates, assesses the performance of existing board members, and helps set corporate governance principles.
• Criteria: They consider qualifications such as reading and understanding financial statements, having the highest personal integrity, and having expertise relevant to the company's operations.
• Diversity Consideration: The committee noted that it takes into account factors like gender, race, and ethnicity to ensure a diverse Board composition.

🔬 Clinical and Scientific Committee Details 🔬

This committee helps the Board oversee the Company’s scientific direction. It consists of Alison Long and Laura Sepp-Lorenzino.

👉 Why it matters: Given that Taysha is a gene therapy company, this committee’s role in evaluating the clinical and preclinical pipeline is vital to the company's future value.

🧮 Vote on Independent Auditor Ratification 📑

The first major vote is to ratify the selection of the independent registered public accounting firm for the upcoming year.

• The Selection: The Audit Committee recommends and the Board proposes the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.
• Fees: The total fees billed to the company by Deloitte & Touche LLP were $945,493 for the fiscal year 2025 (up from $872,139 in 2024).
• Mechanism: This vote is submitted to the stockholders for ratification as a matter of good corporate practice, though company law does not require it.

🪙 Advisory Vote on Executive Compensation (Say-on-Pay) 📣

This vote, known as "Say-on-Pay," is an advisory vote, meaning a vote against the package does not legally force a change, but the Board and Compensation Committee will review it.

• Goal: Stockholders vote on the Named Executive Officers' compensation as disclosed in the filing.
• Company View: The company states that its compensation package provides a "reasonable balance of base compensation and long-term equity-based incentive compensation" to reward performance and create stockholder value.

⏱️ Vote on Compensation Frequency 📅

This is the fourth non-binding advisory vote, asking stockholders to indicate their preferred frequency for future "Say-on-Pay" votes.

• Options: Stockholders can vote for "One Year," "Two Years," or "Three Years," or abstain.
• Future Plan: If the "One Year" option is preferred, the company expects its next Say-on-Pay vote to occur at the 2027 Annual Meeting.

🗓️ Logistics & Voting Mechanics 📧

This section provides essential logistical details for stockholders planning to vote.

Annual Meeting Details:

• Date/Time: Monday, June 1, 2026, at 9:00 a.m. Eastern Time.
• Access: The meeting is virtual through a live webcast at www.virtualshareholdermeeting.com/TSHA2026.
• Record Date: Only stockholders of record at the close of business on April 8, 2026, are entitled to vote.
• Voting Methods: Stockholders can vote online, by telephone (toll-free 1-800-690-6903), or using a mailed proxy card.
• Key Deadline: All votes must be received by 11:59 p.m., Eastern Time, on May 31, 2026.

📧 Contact Information and Next Steps 📬

If you need more information or have questions regarding the materials, the company provides these resources:

• Corporate Secretary: Taysha Gene Therapies, Inc., 3000 Pegasus Park Drive, Suite 1430, Dallas, Texas 75247
• Stockholder Questions: Questions must be submitted in advance via www.proxyvote.com (due by May 31, 2026).
• Technical Support: If technical difficulties arise on June 1, 2026, stockholders should call the technical support number displayed on the virtual meeting page.

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🧠 The Analogy — 🏗️

Voting through a proxy statement is like deciding how the management team of a student club will be judged. The committee (the Board) must hold an annual meeting (the Annual Meeting) to elect new club leaders (Directors), decide who should handle the club's finances (Auditor), and set rules for how much the leaders are paid (Compensation). This document is the rulebook for that election, detailing every candidate's resume, the procedural votes, and the formal process, so every student (stockholder) knows exactly how, when, and where to cast their vote.

🧩 Final Takeaway — 🎓

This filing is purely about corporate governance: it details who runs the company, what rules apply, and how shareholders vote on leadership and financial oversight. Key dates to remember are the April 8, 2026 record date and the June 1, 2026 virtual Annual Meeting.